**Exhibit10.2**

*The securities represented by theWarrant and issuable upon its exercise have not been registered under theSecurities Act of 1933 (the “Act”), as amended, and have not be registeredunder any state securities laws. The securities may not be sold, offered forsale, or transferred in the absence of either an effective registration underthe Act and under applicable state securities laws, or an opinion of counselsatisfactory to the Company that the transaction is exempt from registrationunder the Act and under applicable state securities laws.”*

**WARRANT**

**To Purchase 1,000,000 Shares of Common StockofPPT Vision, Inc.**

EXERCISABLE ON OR BEFORE, AND VOID AFTER5:00 P.M. MINNEAPOLIS TIME ON FEBRUARY 25, 2014

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

Theshares that may be acquired upon exercise of this Warrant are referred to asthe “Warrant Shares.” The term “Holder” means any party who acquires all or apart of this Warrant as a registered transferee of the Holder, or any recordholder or holders of the Warrant Shares issued upon exercise, whether in wholeor in part, of the Warrant.  The term “CommonStock” means the common stock, par value $.10 per share, of the Company.

This Warrant is subject to the following provisions, terms andconditions:

# 1.                  Exercise.  The rights represented by this Warrant may beexercised by the Holder hereof, in whole or in part (but not as to a fractionalshare of Common Stock), by written notice of exercise (in the form attachedhereto) delivered to the Company at the principal office of the Company priorto the expiration of this Warrant and accompanied or preceded by the surrenderof this Warrant along with a check in payment of the Warrant Exercise Price forthe shares.

# 2.                  Exchangeand Replacement.  This Warrant isexchangeable upon the surrender hereof by the Holder to the Company at itsoffice for new Warrants of like tenor and date representing in the aggregatethe right to purchase the number of Warrant Shares purchasable hereunder, eachof the new Warrants to represent the right to purchase that number of WarrantShares as may be designated by the Holder at the time of the surrender.  Upon receipt by the Company of evidencereasonably satisfactory to it of the loss, theft, destruction, or mutilation ofthis Warrant, and, in case of loss, theft or destruction, of indemnity orsecurity reasonably satisfactory to it, and upon surrender and cancellation ofthis Warrant, if mutilated, the Company will make and deliver a new Warrant oflike tenor, in lieu of this Warrant.  TheCompany will pay all expenses, taxes (other than stock transfer taxes), andother charges payable in connection with the preparation, execution, anddelivery of Warrants pursuant to this Section 2.

# 3.     Issuance of the Warrant Shares.

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

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

# 3.2                The Company willnot be required to deliver any certificate for Warrant Shares upon exercise ofthis Warrant except in accordance with exemptions from the applicablesecurities registration requirements or registrations under applicablesecurities laws.  The Holder agrees toexecute such documents and make such representations, warranties, andagreements as may be required solely to comply with the exemptions relied uponby the Company, or the registrations made, for the issuance of the WarrantShares.

# 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 alltaxes, liens and charges with respect to their issue. The Company furthercovenants and agrees that during the period within which the rights representedby this Warrant may be exercised, the Company will at all times have authorizedand reserved for the purpose of issue upon exercise of this Warrant asufficient number of shares of Common Stock to provide for the exercise of therights represented by this Warrant, subject to the approval by shareholders ofthe Company of an increase in the authorized common stock of the Company at the2007 Annual Meeting of Shareholders.

# 5.     Anti-DilutionAdjustments. The provisions of this Warrant are subject to adjustment asprovided in this Section 5.

# 5.1                The WarrantExercise Price will be adjusted from time to time so that if the Company:

### (a)    paysany dividends on any class of stock of the Company payable in Common Stock orsecurities convertible into Common Stock;

### (b)    subdividesits then outstanding shares of Common Stock into a greater number of shares; or

### (c)    combinesoutstanding shares of Common Stock, by reclassification or otherwise;

then,in any such event, the Warrant Exercise Price in effect immediately prior tosuch event will be adjusted immediately after the event to a price determinedby dividing  (A) the number ofshares of Common Stock outstanding immediately prior to such event, multipliedby the then existing Warrant Exercise Price, by  (B) the total number of shares of CommonStock outstanding immediately after the event (including in each case themaximum number of shares of Common Stock issuable in respect of any securitiesconvertible into Common Stock), and the resulting quotient will be the adjustedWarrant Exercise Price per share. An adjustment made pursuant to thisSubsection will become effective immediately after the record date in the caseof a dividend or distribution and will become effective immediately after theeffective date in the case of a subdivision, combination or reclassification.If, as a result of an adjustment made pursuant to this Subsection, the Holderbecomes entitled to receive upon exercise of this Warrant shares of two or moreclasses of capital stock or shares of Common Stock and other capital stock ofthe Company, the Board of Directors of the Company (whose determination will beconclusive) will determine the allocation of the adjusted Warrant ExercisePrice between or among shares of such classes of capital stock or shares ofCommon Stock and other capital stock. All calculations under this Subsection willbe made to the nearest full cent or to the nearest 1/100 of a share, as thecase may be. 

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Inthe event that at any time as a result of an adjustment made pursuant to thisSubsection, the holder of any Warrant surrendered for exercise will becomeentitled to receive any securities of the Company other than shares of CommonStock, thereafter the Warrant Exercise Price of the other securities soreceivable upon exercise of any Warrant will be subject to adjustment from timeto time in a manner and on terms as nearly equivalent as practicable to theprovisions with respect to Common Stock contained in this Section.

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

# 5.3                In case of anyconsolidation or merger to which the Company is a party other than a merger orconsolidation in which the Company is the continuing corporation, or in thecase of any statutory exchange of securities with another corporation(including any exchange effected in connection with a merger of a thirdcorporation into the Company), there will be no adjustment under Section 5.1above, but the Holder of each Warrant then outstanding will have the rightthereafter to convert the Warrant into the kind and amount of shares of stockand other securities and property that he would have owned or have beenentitled to receive immediately after such consolidation, merger or statutoryexchange had the Warrant been converted immediately prior to the effective dateof the consolidation, merger, or statutory exchange, and in any such case, ifnecessary, appropriate adjustment will be made in the application of theprovisions set forth in this Section with respect to the rights and intereststhereafter of any Holders of the Warrant, to the end that the provisions setforth in this Section will thereafter correspondingly be made applicable, asnearly as may reasonably be, in relation to any shares of stock and othersecurities and property thereafter deliverable on the exercise of the Warrant.The provisions of this Subsection will similarly apply to successiveconsolidations, mergers, or statutory exchanges.

# 5.4                Upon anyadjustment of the Warrant Exercise Price, then and in each case, the Company willgive written notice thereof, by First-class mail, postage prepaid, addressed tothe Holder as shown on the books of the Company, which notice must state theWarrant Exercise Price resulting from the adjustment and the increase ordecrease, if any, in the number of shares of Common Stock purchasable at suchprice upon the exercise of this Warrant, setting forth in reasonable detail themethod 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 rightsas a shareholder of the Company.

# 7.     Legend; Notice ofTransfer of Warrant or Resale of the Warrant Shares.

# 7.1                This Warrantis, and each certificate representing the Warrant Shares will be, and anyWarrant Shares that may be subsequently transferred (other than a transferregistered under the Securities Act or any subsequent transfer of shares soregistered) stamped or otherwise imprinted with a legend substantially in thefollowing form:

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

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opinionof counsel satisfactory to the Company that the transaction is exempt fromregistration under the Act and under applicable state securities laws.”

# 7.2                Subject to thesale, assignment, hypothecation, or other transfer restrictions under theSecurities Act, the Holder must give written notice to the Company beforetransferring this Warrant or transferring any Warrant Shares of the Holder’sintention to do so, describing briefly the manner of any proposed transfer.Promptly upon receiving such written notice, the Company will present copiesthereof to the Company’s counsel and to counsel to the original holder of thisWarrant.  If in the opinion of eachcounsel the proposed transfer may be effected without registration orqualification (under any federal or state securities laws), the Company, aspromptly as practicable, will notify the Holder of such opinion, whereupon theHolder will be entitled to transfer this Warrant or to dispose of WarrantShares received upon the previous exercise of this Warrant, all in accordancewith the terms of the notice delivered by the Holder to the Company.  An appropriate legend may be endorsed on thisWarrant or the certificates for such Warrant Shares respecting restrictionsupon transfer thereof necessary or advisable in the opinion of counsel andsatisfactory to the Company to prevent further transfers that would be inviolation of Section 5 of the Securities Act and applicable statesecurities laws.  The prospectivetransferee or purchaser must execute such documents and make suchrepresentations, warranties, and agreements as may be required solely to complywith the exemptions relied upon by the Company for the transfer or dispositionof the Warrant or Warrant Shares.

# 7.3                If in theopinion of either of the counsel referred to in this Section 7, theproposed transfer or disposition of this Warrant or Warrant Shares described inthe written notice given pursuant to this Section 7 may not be effectedwithout registration or qualification of this Warrant or Warrant Shares, theCompany must promptly give written notice thereof to the Holder, and the Holderwill limit its activities in respect to such transfer or disposition as, in theopinion of both such counsel, are permitted by law.

# 8.     Fractional Shares.

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

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

# 10.  Notices.

# 10.1              All noticesunder this Warrant must be in writing and be delivered by first class mail,postage prepaid.  Any notice addressed tothe Holder must be delivered to

P R Peterson Keogh Plan6111 Blue CircleMinnetonka, Minnesota55343-9102

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

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

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# will be taken (orin lieu thereof, the transfer books will be closed) for the purpose ofdetermining the holders of Common Stock entitled to notice of and to vote at ameeting of shareholders at which any capital reorganization, reclassificationof shares of Common Stock, consolidation, merger, dissolution, liquidation,winding up or sale of substantially all of the Company’s assets will beconsidered and acted upon.

INWITNESS WHEREOF, PPT Vision, Inc. has caused this Warrant to be signed by itsduly 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)**

Theundersigned, the holder of the within Warrant, hereby irrevocably elects toexercise the purchase right represented by the Warrant for, and to purchasethereunder,                                     ofthe shares of common stock of PPT Vision, Inc., to which the Warrant relatesand herewith makes payment of $                      therefor in cash or by certified check and requests that the certificate for theshares be issued in the name of, and be delivered to the undersigned holder atthe address set forth below.
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| Social Security  or Tax ID. No. |   |

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**ASSIGNMENT FORM(To be signed upon authorized transfer of Warrant)**

FORVALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                 theright to purchase                             sharesof Common Stock of PPT Vision, Inc. to which the within Warrant relates and appoints                                   attorney,to transfer said right on the books of                           withfull power of substitution in the premises.
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| Social Security  or Tax ID. No. |   |

 

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