Exhibit
10.2


The securities represented by the
Warrant and issuable upon its exercise have not been registered under the
Securities Act of 1933 (the “Act”), as amended, and have not be registered
under any state securities laws. The securities may not be sold, offered for
sale, or transferred in the absence of either an effective registration under
the Act and under applicable state securities laws, or an opinion of counsel
satisfactory to the Company that the transaction is exempt from registration
under the Act and under applicable state securities laws.”


WARRANT


To Purchase 1,000,000 Shares of Common Stock

of

PPT Vision, Inc.


EXERCISABLE ON OR BEFORE, AND VOID AFTER

5:00 P.M. MINNEAPOLIS TIME ON FEBRUARY 25, 2014


THIS
CERTIFIES THAT, for good and valuable consideration, P. R. Peterson Keogh Plan (the
“Holder”), or its registered assigns, is entitled to subscribe for and purchase
from PPT Vision, Inc., Minnesota corporation (the “Company”), at any time prior
to 5:00 P.M. on February 25, 2014, One Million (1,000,000) fully paid and
non-assessable shares of the Common Stock at the price of $0.50 per share (the “Warrant
Exercise Price”), subject to the anti-dilution provisions of this Warrant.


The
shares that may be acquired upon exercise of this Warrant are referred to as
the “Warrant Shares.” The term “Holder” means any party who acquires all or a
part of this Warrant as a registered transferee of the Holder, or any record
holder or holders of the Warrant Shares issued upon exercise, whether in whole
or in part, of the Warrant.  The term “Common
Stock” means the common stock, par value $.10 per share, of the Company.


This Warrant is subject to the following provisions, terms and
conditions:


1.                  Exercise.  The rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), by written notice of exercise (in the form attached
hereto) delivered to the Company at the principal office of the Company prior
to the expiration of this Warrant and accompanied or preceded by the surrender
of this Warrant along with a check in payment of the Warrant Exercise Price for
the shares.


2.                  Exchange
and Replacement.  This Warrant is
exchangeable upon the surrender hereof by the Holder to the Company at its
office for new Warrants of like tenor and date representing in the aggregate
the right to purchase the number of Warrant Shares purchasable hereunder, each
of the new Warrants to represent the right to purchase that number of Warrant
Shares as may be designated by the Holder at the time of the surrender.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon surrender and cancellation of
this Warrant, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu of this Warrant.  The
Company will pay all expenses, taxes (other than stock transfer taxes), and
other charges payable in connection with the preparation, execution, and
delivery of Warrants pursuant to this Section 2.


3.     Issuance of the Warrant Shares.


3.1                The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant will
be deemed to be issued to the Holder as of the close of business on the date on
which this Warrant is surrendered and the payment made for the Warrant Shares.  Subject to the 











provisions of Section 3.2, certificates for the Warrant Shares will
be delivered to the Holder within a reasonable time, not exceeding 15 days
after the rights represented by this Warrant are so exercised, and, unless this
Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares with respect to which this Warrant has not been
exercised will also be delivered to the Holder within this time.


3.2                The Company will
not be required to deliver any certificate for Warrant Shares upon exercise of
this Warrant except in accordance with exemptions from the applicable
securities registration requirements or registrations under applicable
securities laws.  The Holder agrees to
execute such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemptions relied upon
by the Company, or the registrations made, for the issuance of the Warrant
Shares.


4.     Covenants of the Company.
The Company covenants and agrees that all Warrant Shares will, upon issuance,
be duly authorized and issued, fully-paid and non-assessable, and free from all
taxes, liens and charges with respect to their issue. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issue upon exercise of this Warrant a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant, subject to the approval by shareholders of
the Company of an increase in the authorized common stock of the Company at the
2007 Annual Meeting of Shareholders.


5.     Anti-Dilution
Adjustments. The provisions of this Warrant are subject to adjustment as
provided in this Section 5.


5.1                The Warrant
Exercise Price will be adjusted from time to time so that if the Company:


(a)    pays
any dividends on any class of stock of the Company payable in Common Stock or
securities convertible into Common Stock;


(b)    subdivides
its then outstanding shares of Common Stock into a greater number of shares; or


(c)    combines
outstanding shares of Common Stock, by reclassification or otherwise;


then,
in any such event, the Warrant Exercise Price in effect immediately prior to
such event will be adjusted immediately after the event to a price determined
by dividing  (A) the number of
shares of Common Stock outstanding immediately prior to such event, multiplied
by the then existing Warrant Exercise Price, by  (B) the total number of shares of Common
Stock outstanding immediately after the event (including in each case the
maximum number of shares of Common Stock issuable in respect of any securities
convertible into Common Stock), and the resulting quotient will be the adjusted
Warrant Exercise Price per share. An adjustment made pursuant to this
Subsection will become effective immediately after the record date in the case
of a dividend or distribution and will become effective immediately after the
effective date in the case of a subdivision, combination or reclassification.
If, as a result of an adjustment made pursuant to this Subsection, the Holder
becomes entitled to receive upon exercise of this Warrant shares of two or more
classes of capital stock or shares of Common Stock and other capital stock of
the Company, the Board of Directors of the Company (whose determination will be
conclusive) will determine the allocation of the adjusted Warrant Exercise
Price between or among shares of such classes of capital stock or shares of
Common Stock and other capital stock. All calculations under this Subsection will
be made to the nearest full cent or to the nearest 1/100 of a share, as the
case may be. 



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In
the event that at any time as a result of an adjustment made pursuant to this
Subsection, the holder of any Warrant surrendered for exercise will become
entitled to receive any securities of the Company other than shares of Common
Stock, thereafter the Warrant Exercise Price of the other securities so
receivable upon exercise of any Warrant will be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Common Stock contained in this Section.


5.2                Upon each
adjustment of the Warrant Exercise Price pursuant to Section 5.1 above,
the Holder of this Warrant will thereafter be entitled to purchase at the
adjusted Warrant Exercise Price the number of adjusted Warrant Shares,
calculated to the nearest full share, obtained by multiplying the number of
Warrant shares specified in this Warrant by the Warrant Exercise Price in
effect prior to such adjustment and dividing the product so obtained by the
adjusted Warrant Exercise Price.


5.3                In case of any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in the
case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with a merger of a third
corporation into the Company), there will be no adjustment under Section 5.1
above, but the Holder of each Warrant then outstanding will have the right
thereafter to convert the Warrant into the kind and amount of shares of stock
and other securities and property that he would have owned or have been
entitled to receive immediately after such consolidation, merger or statutory
exchange had the Warrant been converted immediately prior to the effective date
of the consolidation, merger, or statutory exchange, and in any such case, if
necessary, appropriate adjustment will be made in the application of the
provisions set forth in this Section with respect to the rights and interests
thereafter of any Holders of the Warrant, to the end that the provisions set
forth in this Section will thereafter correspondingly be made applicable, as
nearly as may reasonably be, in relation to any shares of stock and other
securities and property thereafter deliverable on the exercise of the Warrant.
The provisions of this Subsection will similarly apply to successive
consolidations, mergers, or statutory exchanges.


5.4                Upon any
adjustment of the Warrant Exercise Price, then and in each case, the Company will
give written notice thereof, by First-class mail, postage prepaid, addressed to
the Holder as shown on the books of the Company, which notice must state the
Warrant Exercise Price resulting from the adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which the calculation is based.


6.     No Voting Rights.
This Warrant does not entitle the Holder to any voting rights or other rights
as a shareholder of the Company.


7.     Legend; Notice of
Transfer of Warrant or Resale of the Warrant Shares.


7.1                This Warrant
is, and each certificate representing the Warrant Shares will be, and any
Warrant Shares that may be subsequently transferred (other than a transfer
registered under the Securities Act or any subsequent transfer of shares so
registered) stamped or otherwise imprinted with a legend substantially in the
following form:


“The
securities represented by the Warrant and issuable upon its exercise have not
been registered under the Securities Act of 1933 (the “Act”), as amended, and
have not be registered under any state securities laws. The securities may not
be sold, offered for sale, or transferred in the absence of either an effective
registration under the Act and under applicable state securities laws, or an 



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opinion
of counsel satisfactory to the Company that the transaction is exempt from
registration under the Act and under applicable state securities laws.”


7.2                Subject to the
sale, assignment, hypothecation, or other transfer restrictions under the
Securities Act, the Holder must give written notice to the Company before
transferring this Warrant or transferring any Warrant Shares of the Holder’s
intention to do so, describing briefly the manner of any proposed transfer.
Promptly upon receiving such written notice, the Company will present copies
thereof to the Company’s counsel and to counsel to the original holder of this
Warrant.  If in the opinion of each
counsel the proposed transfer may be effected without registration or
qualification (under any federal or state securities laws), the Company, as
promptly as practicable, will notify the Holder of such opinion, whereupon the
Holder will be entitled to transfer this Warrant or to dispose of Warrant
Shares received upon the previous exercise of this Warrant, all in accordance
with the terms of the notice delivered by the Holder to the Company.  An appropriate legend may be endorsed on this
Warrant or the certificates for such Warrant Shares respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers that would be in
violation of Section 5 of the Securities Act and applicable state
securities laws.  The prospective
transferee or purchaser must execute such documents and make such
representations, warranties, and agreements as may be required solely to comply
with the exemptions relied upon by the Company for the transfer or disposition
of the Warrant or Warrant Shares.


7.3                If in the
opinion of either of the counsel referred to in this Section 7, the
proposed transfer or disposition of this Warrant or Warrant Shares described in
the written notice given pursuant to this Section 7 may not be effected
without registration or qualification of this Warrant or Warrant Shares, the
Company must promptly give written notice thereof to the Holder, and the Holder
will limit its activities in respect to such transfer or disposition as, in the
opinion of both such counsel, are permitted by law.


8.     Fractional Shares.


8.1                Fractional
shares will not be issued upon the exercise of this Warrant, but the number of
shares will be adjusted up or down to the nearest whole share.


9.     Registration Rights.  Holders of Warrants will have the Registration
Rights set forth in the Registration Rights Agreement being entered into
concurrent with the issuance of this Warrant.


10.  Notices.


10.1              All notices
under this Warrant must be in writing and be delivered by first class mail,
postage prepaid.  Any notice addressed to
the Holder must be delivered to


P R Peterson Keogh Plan

6111 Blue Circle

Minnetonka, Minnesota

55343-9102


10.2              as may be
changed from time to time upon ten days’ written notice by the Holder, and any
notice addressed to the Company, must be delivered to its principal office.


10.3              The Holder is entitled
to receive a notice from the Company not less than ten days prior to the date
on which (a) a record will be taken for the purpose of determining the holders
of Common Stock entitled to dividends (other than cash dividends) or
subscription rights, or (b) a record 



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will be taken (or
in lieu thereof, the transfer books will be closed) for the purpose of
determining the holders of Common Stock entitled to notice of and to vote at a
meeting of shareholders at which any capital reorganization, reclassification
of shares of Common Stock, consolidation, merger, dissolution, liquidation,
winding up or sale of substantially all of the Company’s assets will be
considered and acted upon.


IN
WITNESS WHEREOF, PPT Vision, Inc. has caused this Warrant to be signed by its
duly authorized officer and this Warrant to be dated February 26, 2007.


	
  

  	
  PPT Vision, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/ Joseph C.
  Christenson

  	
   

  
	
   

  	
  Joseph C. Christenson,

  
	
   

  	
  Chief Executive Officer

  



 



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SUBSCRIPTION FORM

(To be signed upon exercise of Warrant)


The
undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by the Warrant for, and to purchase
thereunder,                                     of
the shares of common stock of PPT Vision, Inc., to which the Warrant relates
and herewith makes payment of $                      
therefor in cash or by certified check and requests that the certificate for the
shares be issued in the name of, and be delivered to the undersigned holder at
the address set forth below.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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  (Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security
  or Tax ID. No.

  	
   

  












ASSIGNMENT FORM

(To be signed upon authorized transfer of Warrant)


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                 the
right to purchase                             shares
of Common Stock of PPT Vision, Inc. to which the within Warrant relates and appoints
                                   attorney,
to transfer said right on the books of                           with
full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Name)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Social Security
  or Tax ID. No.