Exhibit
10.3


REGISTRATION RIGHTS
AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26,
2007 is entered into between PPT Vision, Inc., a Minnesota corporation (the “Company”)
and the P.R. Peterson Keogh Plan (“Investor”).


WHEREAS, pursuant to a Warrant issued by the Company
to the Investor today (the “Warrant”) the Investor is entitled to acquire from
the Company fully paid and nonassessable shares of the Company’s common stock,
$.10 par value (“Common Stock”); and


WHEREAS, the Company and the Investor believe it is
in each of their best interest to provide for registration and other rights
with respect to the shares of Common Stock to be issued under the Warrant.


NOW THEREFORE, the parties agree as follows:


Article I.                CERTAIN DEFINITIONS.  As used in this Agreement, the following
terms have the following respective meanings:


“Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks in
the Sate of Minnesota are authorized or required by law or executive order to
close.


“Exchange Act”
means the Exchange Act of 1934, as amended, and the rules and regulations adopted
under that Act.


“Form S-3” means
such form of Registration Statement as in effect on the date hereof or any
Registration Statement subsequently adopted by the SEC that permits inclusion
or incorporation of substantial information by reference to other documents
filed by the Company with the SEC.


“Holders” means
the Investor and any other person to whom the Warrant or the Registrable
Securities and the registration rights granted hereunder have been duly
assigned or transferred by the Investor in accordance with this Agreement and
the provisions of the Warrant, respectively.


“Register,” “registration” and “registered”
refer to a registration effected under the Securities Act by preparing and
filing a Registration Statement in compliance with the Securities Act, and the
declaration or ordering of effectiveness of the Registration Statement by the
Commission.


“Registrable Securities”
means:


(i)                                                       shares of Common Stock issued or issuable to
Holders upon proper exercise of the Warrant;


(ii)                                                    all shares of Common Stock to be issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security that is issued as) a dividend or other distribution with respect to,
or in exchange for or in replacement of the shares referenced in clauses (i).


Registrable Securities will
cease to be Registrable Securities when


(i)                                     a Registration Statement covering the Registrable
Securities has been declared effective under the Securities Act by the
Commission and the Registrable Securities have been disposed of pursuant to the
Registration Statement,


(ii)                                  all of the Registrable Securities owned by a
Holder may be sold in a period of three months, in the opinion of counsel
satisfactory to the Company, without any limitation as to volume pursuant to
Rule 144,


(iii)                               the Registrable Securities are proposed to be
sold or distributed by a person not entitled to the registration rights granted
by this Agreement,













(iv)                              they have been transferred to a person in a
private transaction to whom the rights under this Agreement have not been
assigned,


(v)                                 they have been transferred in violation of
the terms of the Warrant or


(vi)                              they have previously been registered or have
been sold to the public either pursuant to a Registration Statement or Rule
144.


Wherever reference is made
in this Agreement to a request or consent of Holders of a certain percentage of
Registrable Shares, the determination of that percentage will include shares of
Common Stock issuable upon exercise of the Warrant, even if the conversion or
exercise has not yet been effected.


“Registration Expenses”
means all expenses incurred by the Company in complying with this Agreement,
including, without limitation, all registration and filing fees, exchange
listing fees, printing expenses, fees and disbursements of counsel for the
Company, state blue sky fees and expenses, and the expense of any special
audits incident to or required by any registration, but specifically exclude
any Selling Holder Expense.


“Registration Statement”
means a registration statement filed pursuant to the Securities Act.


“Rule 144” means
Rule 144 promulgated under the Securities Act, or any successor provision then
in effect.


“SEC” or “Commission” means the U.S. Securities and Exchange
Commission.


“Securities Act”
means the Securities Act of 1933, as amended.


“Selling Holder Expenses”
means all discounts, commissions or other amounts payable to underwriters in
connection with a registration that are to be paid by the Holders of
Registrable Securities included in a Registration Statement and all fees and
expenses for counsel or other advisors for the Holders of Registrable
Securities included in a Registration Statement.


Article II.              REGISTRATION
RIGHTS.


Section 2.1     Demand
Registration.


(a)     Demand
Rights.  The Holders holding a
majority of the Registrable Securities held by all of the Holders may at any
time make a written request (the “Demand Notice”) that the Company register,
and the Company must register (other than pursuant to a Registration Statement
on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”),
the number of Registrable Securities stated in such request if the Registrable
Securities have an anticipated aggregate public offering price (net of
underwriting discounts and commissions) of One Hundred Thousand Dollars ($100,000)
(a “Demand Registration Statement”).  The
Company must use its reasonable best efforts to cause any Demand Registration Statement
to be filed with the Commission not later than 60 days after it receives a
request under this Section.


(b)     Other Shareholders.  Any other person entitled to participate in a
Demand Registration Statement (“Other Shareholders”) and the Company will be
permitted to register equity securities of the Company in any Demand
Registration Statement or to participate in the offering, but only as provided
in this subparagraph, by requesting that securities of the same class as the
Registrable Securities be included in the Demand Registration Statement for
sale in the offering on the following terms and conditions:


(i)    Each Other Shareholder must give written
notice of election to the Holders within 15 days of the date the Demand Notice
was given to the Company, such notice to specify the number of shares proposed
to be sold by each Other Shareholder in the offering;



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(ii)   the Company must give written notice of election to the Holders
within 15 days of the date the Demand Notice was given to the Company, such notice
to specify the number of shares proposed to be sold by the Company in the
offering (the Other Shareholder and Company shares are “Other Shares”);


(iii)  Each Other Shareholder and the Company must agree to sell such
Other Shares on the same basis provided in the underwriting arrangements
approved by the Holders and to timely complete and execute all questionnaires,
powers of attorney, indemnities, hold-back agreements, underwriting agreements
and other documents required under the terms of such underwriting arrangements
or by the Commission or by any state securities regulatory body;


(iv)  Notwithstanding any other provision of this Agreement, if the
managing underwriter(s) determine(s) in good faith that marketing factors
require a limitation of the number of shares to be underwritten, then the
managing underwriter(s) may exclude Other Shares from the registration and the
underwriting, and the number of Other Shares that may be included in the
registration and the underwriting will be allocated pro rata among each Other
Shareholder and the Company based upon the respective number of Other Shares
sought to be included in the offering; and


(v)   If any Other Shareholder or the Company desire to withdraw their
Other Shares from the Demand Registration Statement, they may only do so during
the time period and on the terms to be determined by the Holders, the Company
and the underwriters.


(c)     Limits.  Notwithstanding anything contained in this
Section 2.1 to the contrary, the Company will not be obligated to effect more
than one Demand Registration for the Holders during the term of this Agreement.
 In addition, notwithstanding anything
contained in this Section 2.1 to the contrary, the Company may delay the Demand
Registration of the Registrable Securities if upon receipt of such Demand
Notice if


(i)    the Company notifies the Holders that it is contemplating filing
a Registration Statement within 90 days of the demand (which notice will not
affect the Holders’ other rights hereunder, including without limitation the
Holders’ rights under Section 2.2 below) or


(ii)   the Company notifies Holders that in the good faith judgment of
the Company a material event has occurred that has not been publicly disclosed
and if disclosed would have a material adverse effect on the Company.


In the case of clause (i) of this paragraph, the
Company will use its best efforts, as soon as practical, upon the first to
occur of the abandonment of such contemplated Registration Statement or the
expiration of the 90-day period, to file the Demand Registration Statement for
the Registrable Securities to which a Demand Notice relates, unless such Demand
Notice is withdrawn.  In the case of
clause (ii) of this paragraph, the Company may not delay the filing of the
Demand Registration Statement for more than 90 days from the time of the demand
unless such Demand Notice is withdrawn. The Company may not exercise the rights
of postponement set forth above more than once in any twelve month period.  If there is a postponement under either clause
(i) or (ii) above, the Demand Notice may be withdrawn by notice to the Company
by the Holders of a majority of the Registrable Securities.  In this case, no demand will have been made
for the purposes of this Section 2.1.


(d)     Expenses.  The Company will pay all Registration
Expenses incurred in connection with a Demand Registration.



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(e)     Other Demand Rights.  Each of the Holders may offer such Holder’s
Registrable Securities under any Demand Registration pursuant to this Section
2.1(e).  Within five  days after the receipt of a request for a
Demand Registration, the Company will (i) give written notice thereof to all of
the Holders (other than Holders that have requested a Demand Registration under
Section 2.1(a)) and (ii) include in such registration all of the Registrable
Securities held by such Holders from whom the Company has received a written
request within ten  days of the receipt
by such Holders of the Company’s notice referred to in clause (i) above.  In the request referred to in clause (ii)
above, the Holders must specify the number of Registrable Securities proposed
to be registered.  The failure of any
Holder to respond within such 10-day period referred to in clause (ii) above will
be deemed to be a automatic waiver of such Demand Registration.  Any Holder may waive its rights under Section
2.1 with respect to such Demand Registration. 
Any Holder may waive its rights under this Section 2.1(e) prior to the
expiration of the 10-day period by giving written notice to the Company, with a
copy to the other Holders.  If a Holder
sends the Company a written request for inclusion of part of all of the Holder’s
Registrable Securities in a registration, the Holder will not be entitled to
withdraw or revoke the request without the prior written consent of the Company
in its sole discretion.


Section 2.2     Piggyback
Registrations.


(a)     Company Registration.  The Company will promptly notify Holders in
writing at least twenty days prior to filing any Registration Statement for
purposes of effecting a public offering of securities of the Company (excluding
any Registration Statements on Form S-8 or on Form S-4 or any Registration
Statement in connection with a public offering of any security that is not of
the same class as the Registrable Securities) (a “Piggyback Registration”), and
the Company will afford each Holder an opportunity to register on such
Registration Statement (a “Piggyback Registration Statement”) all or any part
of the Registrable Securities of the Holder. 
Each Holder desiring to include in the Piggyback Registration Statement
all or any part of the Registrable Securities held by such Holder must, within
ten days after receipt of the notice from the Company, notify the Company in
writing and inform the Company of the number of Registrable Securities the Holder
wishes to include in the Piggyback Registration Statement.  If a Holder decides not to include all of its
Registrable Securities in the Piggyback Registration Statement, the Holder will
nevertheless continue to have the right to include any Registrable Securities
in any subsequent Piggyback Registration, all upon the terms and conditions of
this Agreement.  The Company will not be
required to include any Registrable Securities in more than two Piggyback
Registration during the term of this Agreement.


(b)     Underwriting.  If a Piggyback Registration is an
underwritten offering, then the Company will so advise the Holders of
Registrable Securities.  In this event,
the right of any Holder’s Registrable Securities to be included in a Piggyback
Registration will be conditioned upon the Holder’s participation in the offering
in the same terms and conditions as the Securities for the account of the
Company or other shareholders, as the case may be, and the inclusion of the Holder’s
Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their
Registrable Securities through such underwriting will enter into an
underwriting agreement in customary form with the managing underwriter or
underwriters selected for the underwriting. 
Notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the
Piggyback Registration and the underwriting, and the number of shares that may
be included in the Piggy Registration and the Piggyback Registration will be
allocated, first, to the Company, and second, to each of the
Holders requesting inclusion of their Registrable Securities in such
Registration Statement on a pro rata basis based on the total number of
Registrable Securities then held by each such Holder and third, any
other securities requested to be included in such offering by any other
shareholders of the Company.  If any
Holder disapproves of the terms of any underwriting, the Holder may elect to
withdraw form it by written notice 



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to
the Company and the underwriter, delivered at least ten Business Days prior to
the effective date of the Registration Statement.  Any Registrable Securities excluded or
withdrawn from such underwriting will be excluded and withdrawn from the
Piggyback Registration.  For any Holder that
is a partnership or corporation, the partners, retired partners and
shareholders of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons will be deemed to be a single “Holder,” and any pro rata
reduction with respect to such “Holder” will be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such “Holder,” as defined in this sentence.


(c)     Expenses.  The Company will pay all Registration
Expenses incurred in connection with a Piggyback Registration.


Section 2.3     Form
S-3 Registrations.  In case the
Company receives from the Holders of a majority of the Registrable Securities a
written request that the Company effect a registration on Form S-3 with respect
to all or a part of the Registrable Securities owned by such Holders, the
Company must :


(a)     promptly
give written notice of the proposed registration to all other eligible Holders
of Registrable Securities; and


(b)     as
soon as practicable, file the Registration Statement and use commercially
reasonable efforts to have the Registration Statement declared effective as
would permit or facilitate the sale and distribution of all or such portion of
such Holders’ Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other eligible
Holders joining in such request as are specified in a written request given
within fifteen days after receipt of such written notice from the Company.  The Company will not be obligated to effect
any such registration, pursuant to this Section 2.3:


(i)    if Form S-3 is not available for such
offering by the Holders;


(ii)   if the Company furnishes to the Holders a
certificate signed by the Chief Executive Officer or Chief Financial Officer of
the Company stating that, in the good faith judgment of the Board of Directors
of the Company, it would be seriously detrimental to the Company and its
shareholders for such Form S-3 registration to be effected at such time, in
which event the Company will have the right to defer the filing of the Form S-3
Registration Statement for a period of not more than sixty days after receipt
of the request of the Holders under this Section 2.3 provided.  The Company may not utilize this right more
than once in any twelve month period, and may register any other of its shares
during such sixty day period;


(iii)  if the Company has, within the nine month
period preceding the date of the request, already effected one registration on
Form S-3 for the Holders pursuant to this Section 2.3;


(iv)  if the Company has already effected two registrations
on Form S-3 for the Holders pursuant to this Section 2.3;


(v)   if the Holders, together with the holders of
any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at an
aggregate price to the public (net of any underwriters’ discounts or
commissions) of less than $100,000;


(vi)  if the Holders would not be entitled to
request a Demand Registration under Section 2.1.



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(c)     Subject
to the foregoing, the Company must file a Registration Statement covering the
Registrable Securities as soon as practicable after receipt of the request of
the Holders.


(d)     Each
registration demanded pursuant to this Section 2.3 will be deemed to be a
Demand Registration for the purposes of Section 2.1(c).


(e)     Expenses.  The Company will pay all Registration
Expenses incurred in connection with a registration pursuant to this
Section 2.3.


Section 2.4     Obligations
of the Company.  Whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company will, as expeditiously
as reasonably possible:


(a)     Prepare
and file with the SEC a Registration Statement, on such form as is then
available to the Company in connection with such registration, with respect to the
Registrable Securities and use commercially reasonable, diligent efforts to
cause the Registration Statement to become effective, and, upon the request of
the Holders of a majority of the Registrable Securities registered thereunder,
keep the Registration Statement effective for up to ninety days, or if earlier,
then until the Holders have completed the distribution related thereto. This
ninety day period will be extended for a period of time equal to the period the
Holders refrain from selling any securities included in such registration at
the request of an underwriter of Common Stock (or other securities) of the Company
and in the case of any registration of Registrable Securities on Form S-3 that are
intended to be offered on a continuous or delayed basis, the ninety day period will
be extended, if necessary, to keep the Registration Statement effective until
all such Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post-effective amendment permit, in lieu
of filing a post-effective amendment that (A) includes any prospectus required
by Section 10(a)(3) of the Securities Act or (B) reflects facts or events
representing a material or fundamental change in the information set forth in
the Registration Statement, the incorporation by reference of information
required to be included in (A) or (B) above to be contained in periodic reports
filed pursuant to section 13 or 15(d) of the Exchange Act in the Registration
Statement.


(b)     Prepare and file with the
SEC such amendments and supplements to the Registration Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such Registration Statement.


(c)     Furnish to the Holders
such number of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and other documents as
they may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by them that are included in the registration.


(d)     Use reasonable, diligent
efforts to register and qualify the securities covered by such Registration
Statement under such other securities or blue sky laws of such jurisdictions as
will be reasonably requested by the Holders,. 
provided that the Company will not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions.


(e)     In the event of any
underwritten public offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing
underwriter(s) of such offering.  Each
Holder participating in the underwriting must also enter into and perform its
obligations under such an agreement.



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(f)      Notify each Holder of
Registrable Securities covered by the Registration Statement at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the occurrence of any event as a result of which the required to be
included in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements contained therein not
misleading in the light of the circumstances then existing and the Company must
promptly prepare a supplement or amendment to such prospectus and furnish to
each seller of Registrable Securities a reasonable number of copies of such
supplement to or an amendment of such prospectus as may be necessary so that,
after delivery to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to
state any 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.


Section 2.5     Furnish
Information.  It will be a condition precedent to the obligations of
the Company to take any action pursuant to Sections 2.1, 2.2 and 2.3 hereof
that the selling Holders will furnish to the Company information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of the securities as will be required to timely effect the
registration of their Registrable Securities.


Section 2.6     Delay of
Registration.  No Holder will have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of this Agreement.


Section 2.7     Notice to
Discontinue.  Each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 2.4(f) the Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until the Holder’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 2.4(f) and,
if so directed by the Company, the Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in the Holder’s
possession, possession, of the prospectus covering such Registrable Securities that
is current at the time of receipt of the notice.


Section 2.8     Indemnification. 
In the event any Registrable Securities are included in a Registration
Statement under Sections 2.1, 2.2 or 2.3 hereof:


(a)     By the Company.  To the extent permitted by law, the Company
will indemnify and hold harmless each Holder, the partners, officers and
directors of each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls (within the meaning of
the Securities Act) the Holder against any losses, claims, damages, or
liabilities (joint or several) under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (each a “Violation”):


(i)    any untrue statement or alleged untrue statement of a material
fact contained in such Registration Statement, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto;


(ii)   the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading under the circumstances such statement were made; or



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(iii)  any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any federal or state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any
federal or state securities law in connection with the offering covered by such
Registration Statement;


and the Company will reimburse each such Holder,
partner, officer or director, underwriter or controlling person for any legal
or other expenses reasonably incurred by them, as incurred, in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided however, that the indemnity agreement contained in this
Section 2.8(a) will not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if the settlement is effected without
the consent of the Company, nor will the Company be liable in any such case for
any loss, claim, damage, liability or action to the extent that it arises out
of or is based upon a Violation that occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by such Holder, partner, officer, director or controlling person
of such Holder.


(b)     By Selling Holders.  To the extent permitted by law, each selling
Holder whose Registrable Securities are included in a Registration Statement
will indemnify and hold harmless the Company, each of its directors, each of
its officers who have signed the Registration Statement, each person, if any,
who controls the Company within the meaning of the Securities Act, and each
underwriter, if any, and each person, if any, who controls any underwriter
within the meaning of the Securities Act or the Exchange Act, and any other
Holder selling securities under such Registration Statement or any of such
other Holder’s partners, directors or officers or any person who controls such
Holder within the meaning of the Securities Act or the Exchange Act, against
any losses, claims, damages or liabilities (joint or several) under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise
out of or are based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, or partner, officer, director
or controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 2.8(b) will not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder,
which consent will not be unreasonably withheld; and provided further, that the
total amounts payable in indemnity by a Holder under this Section 2.8(b) in
respect of any violation will not exceed the proceeds received by such Holder
in the Registration Statement out of which such Violation arises unless the
Violation is a result of fraud on the part of such Holder.


(c)     Notice.  Promptly after receipt by an indemnified
party under this Section 2.8 of notice of the commencement of any action
(including any governmental action), the indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
2.8, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party will have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties. An indemnified party will have
the right, however, to retain its own counsel, with the fees and expenses to be
paid by the indemnifying party (or, if there is more than one indemnified
party, the indemnifying party will pay the fees and expenses of one counsel for
any and all indemnified parties, to be mutually agreed upon by such indemnified
parties), if representation of the indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in the proceeding. 
The failure to deliver written notice to the indemnifying party within a
reasonable time of the 



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commencement
of any such action, if materially prejudicial to its ability to defend such
action, will relieve such indemnifying party of any liability to the indemnified
party under this Section 2.8, but the omission so to deliver written notice to
the indemnifying party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 2.8.


(d)     Defect Eliminated in
Final Prospectus.  The foregoing
indemnity agreements are subject to the condition that, insofar as they relate
to any Violation made in a preliminary prospectus but eliminated or remedied in
the amended prospectus on file with the SEC at the time the Registration
Statement in question becomes effective or the amended prospectus is filed with
the SEC pursuant to SEC Rule 424(b), such indemnity agreement will not inure to
the benefit of any person if a copy of such final prospectus was furnished to
the indemnified party and was not furnished to the person asserting the loss,
liability, claim, or damage at or prior to the time such action is required by
the Securities Act.


(e)     Contribution.  In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) any Holder exercising rights under this Agreement, or any
controlling person of any such Holder, makes a claim for indemnification
pursuant to this Section 2.7 but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact
that this Section 2.8 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
selling Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 2.8; then, and in each such
case, the Company and such Holder will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such Holder is responsible for the
portion represented by the percentage that the public offering price of its
Registrable Securities offered by and sold under the Registration Statement
bears to the public offering price of all securities offered by and sold under
such Registration Statement, and the Company and other selling Holders are
responsible for the remaining portion; provided, however, that, in any such
case, (A) no such Holder will be required to contribute any amount in
excess of the public offering price of all such Registrable Securities offered
and sold by such Holder pursuant to such Registration Statement; and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 1.1(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.


(f)      Survival.  The obligations of the Company and Holders
under this Section 2.8 will survive the completion of any offering of
Registrable Securities in a Registration Statement, and otherwise.


Section 2.9     Rule 144
Reporting.  With a view to making available the benefits of certain
rules and regulations of the Commission that may at any time permit the sale of
the Registrable Securities to the public without registration, the Company
agrees to use reasonable efforts to:


(a)     to make and keep public
information available, as those terms are understood and defined in
Rule 144 at all times;


(b)     to file with the
Commission in a timely manner all reports and other documents required of the Company
under the Exchange Act; and


(c)     so long as a Holder owns
any Registrable Securities, to furnish to the Holders forthwith upon request a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy
of the most recent annual or quarterly report of the Company, and such other
reports and documents of the Company as a Holder may 



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reasonably
request in availing itself of any rule or regulation of the Commission allowing
a Holder to sell any such securities without registration.


Section 2.10   Termination of
the Company’s Obligations.  The
obligations of the Company to register Registrable Securities under Sections
2.1, 2.2 and 2.3 will terminate on the earlier to occur of


(a)     the sale, lease or other
disposition of all or substantially all of the assets of the Company;


(b)     an acquisition of the
Company by another entity by consolidation, merger or other reorganization in
which the holders of the Company’s outstanding voting shares immediately prior
to such transaction own, immediately after such transaction, securities
representing less than fifty percent (50%) of the voting power of the entity
surviving such transaction; or


(c)     with respect to each
Holder, whenever such Holder holds no Registrable Securities or may sell all
such Holder’s Registrable Securities without registration pursuant to an
exemption under Rule 144 or other exemption then applicable.


Article
III.             ASSIGNMENT AND
AMENDMENT.


Section 3.1     Assignment. 
No person may be assigned the registration rights of a Holder under this
Agreement (a) unless the Company is given written notice by the assigning
Holder at the time of such assignment stating the name and address of the
assignee and identifying the securities of the Company as to which the rights
in question are being assigned; and (b) only to persons that are permitted
transferees of the Warrant, or the Registrable Securities and provided further
that prior to such assignment, any such assignee must execute a agreement to be
bound by this Agreement in a form reasonably satisfactory to the Company and
the assigning Holder.


Section 3.2     Amendment of
Rights.  Any provision of this Agreement may be amended and the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of
(i) the Company, and (ii) Holders then holding at least a majority of all of
the Registrable Securities.  Any
amendment or waiver effected in accordance with this Section 3.2 will be
binding upon (i) each Holder, (ii) each permitted successor or assignee of
such Holder and (iii) the Company.


Article IV.             GENERAL
PROVISIONS.


Section 4.1     Third Parties. 
Nothing in this Agreement, express or implied, is intended to confer upon any
person, other than the parties hereto and their successors and assigns, any
rights or remedies under or by reason of this Agreement.


Section 4.2     Adjustments for
Stock Splits.  Wherever in this Agreement there is a reference to a
specific number of shares of Common Stock of the Company or any class or
series, then, upon the occurrence of any subdivision, combination or share
dividend of such class or series of shares, the specific number of shares so
referenced in this Agreement will automatically be proportionally adjusted to
reflect the affect on the outstanding shares of such class or series of shares
by such subdivision, combination or share dividend.


Section 4.3     Severability.  Whenever possible, each provision of this
Agreement must be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, the invalidity, illegality or unenforceability will not affect
any other provision or any 



 10
 









other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if the invalid, illegal or unenforceable provision had
never been contained herein.


Section 4.4     Entire
Agreement.  Except as otherwise
expressly set forth herein or in agreements executed contemporaneously
herewith, this document embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes and
preempts any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related to the subject matter
hereof in any way.


Section 4.5     Successors and
Assigns.  Except as otherwise
provided herein, this Agreement will shall bind and inure to the benefit of and
be enforceable by the Company and its successors and assigns and the Holders
and their respective successors and assigns.


Section 4.6     Counterparts.  This Agreement may be executed in separate
counterparts each of which will be an original and all of which taken together will
constitute one and the same agreement.


Section 4.7     Remedies.  The Company and each Holder will be entitled
to enforce its rights under this Agreement specifically to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its favor.  The
parties hereto agree and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that the Company
and each Holder may in its sole discretion apply to any court of law or equity
of competent jurisdiction for specific performance and injunctive relief
(without posting a bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.


Section 4.8       Notices.  All notices, requests, consents and other
communications hereunder to any party will be deemed to be sufficient if
contained in a written instrument delivered in person, including delivery by
recognized express courier, fees prepaid, or sent by facsimile transmission, or
duly sent by first class registered or certified mail, return receipt
requested, postage prepaid, in each case addressed:  if to the Company, at


PPT Vision, Inc.

12988 Valley View Road

Eden Prairie, MN   55344

Attention:

Mr. Joseph C. Christenson

Chief Executive Officer


or
at such other address or addresses as may have been furnished in writing by the
Company to the Holders, with a copy to


Lindquist
& Vennum, P.L.L.P.

4200 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

Facsimile: (612) 371-3207,

Attention: Thomas G. Lovett, IV


if to a Holder, at the address and facsimile number
set forth therefore for the Holder on Annex I attached hereto, or such other
address as may hereafter be designated in writing by the addressee to the
addressor pursuant to this Section 4.08. 
All such notices, requests, consents and other communications will be
deemed to have been received in the case of personal delivery, including
delivery by express courier, on 



 11
 









the date of such delivery; in the case of facsimile
transmission, on the date of transmission; and in the case of mailing, on the
third day after deposit in the U.S. mail, proper postage prepaid.


Section 4.9     Governing Law.  This Agreement will be governed by and
construed in accordance with the internal laws of the State of Minnesota,
without giving effect to any choice of law or other conflict of law provision
or rule (whether of the State of Minnesota or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of Minnesota.


Section 4.10   Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.



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IN WITNESS WHEREOF, this Agreement has been executed
as of the date first written above.


	
  

  	
  COMPANY:

  
	
   

  	
  PPT Vision, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph C.
  Christenson

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
  P.R. Peterson
  Keogh Plan

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ P.R.
  Peterson

  	
   

  
	
   

  	
  Its:

  	
  Trustee

  	
   

  



 



 13
 









ANNEX I


HOLDER(S)


Name & Address


P.R.
Peterson Keogh Plan


6111
Blue Circle,


Minnetonka,
Minnesota


55343-9102



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