**Exhibit10.1**

**SUBSCRIPTION AGREEMENT**

THIS SUBSCRIPTION AGREEMENTis made effective this 26th day of February, 2007, by and between PPT Vision,Inc., a Minnesota corporation (the “Company”) and P.R. Peterson, a resident ofthe state of Minnesota, who is investing through the P.R. Peterson Keogh Plan(collectively “Subscriber”).

The Company and Subscriber hereby agree as follows:

1.                                       Purchaseand Delivery.  Subject to the termsand conditions of this Agreement, the Company sells to Subscriber andSubscriber purchases from the Company as of the Closing Date:

## a.                                       2,857,143 shares of common stock, $.10 parvalue of the Company (“Stock”) at a purchase price of $.35 per share for anaggregate purchase price of $1,000,000; and

## b.                                      Seven-year Warrants to purchase 1,000,000shares of Stock at a price of $0.50 per share.

# 2.                                       Closing.

## a.                                       Closing Date.  Theclosing of the transactions contemplated by this Agreement (the “Closing”) willtake place at the offices of the Company on February 26, 2007 or such otherdifferent time or day as may be mutually acceptable to Subscriber and theCompany (the “Closing Date”).

## b.                                      Delivery by Company.  Atthe Closing, the Company will deliver to Subscriber:

### i.                                          A letter indicating it will issue the sharecertificate as soon as possible after approval by the shareholders of theCompany of an amendment to the Company’s Articles of Incorporation to increasethe number of authorized shares of common stock from 5,000,000 to 10,000,000,and

### ii.                                       Warrants to purchase 1,000,000 shares ofStock at a price of $0.50 per share.

## c.                                       Delivery by Subscriber.  Atthe Closing, the Subscriber will deliver the aggregate purchase price for theStock stated in Section 1 by personal check.

# 3.                                       Certain Representations of Subscriber.  Inorder to induce the Company to sell the Stock and Warrants to Subscriber,Subscriber hereby represents and warrants to the Company follows:

## a.                                       Securities Representations.

### i.                                          Information About the Company. Subscriber has been furnished with the Company’s Annual Report on Form10-KSB for the year ended October 31, 2006 as filed with the Securities andExchange Commission (the “Commission”) together with all subsequently CurrentReports on Form 8-K, and other publicly available filings made with theCommission (the “Reports”).  In addition,the Subscriber has received from the Company such other information concerningits operations, financial condition and other matters as the Subscriber hasrequested (the “Other Written Information”), and considered all factors theSubscriber deems material in deciding on the advisability of 

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### investing in the stock.  Further, Mr. Peterson Subscriber is adirector of the Company and has access to information about the Company.

### ii.                                       High Degree of Risk. Subscriber acknowledges that an investment in the Stock involves a highdegree of risk, including, but not limited to, the risk that Subscriber mayreceive no return on his investment in the Stock and the risk that Subscribermay lose his entire investment in the Company. Subscriber is able to bear the economic risk of investment in the Stock,including the total loss of the investment. Subscriber acknowledges the risks inherent in an investment in theStock, including those set forth in the section entitled “Risk Factors” in theCompany’s Annual Report on Form 10-KSB for the year ended October 31, 2006, aswell as those other risks described in or referred to in the Reports and theOther Written Information.

### iii.                                    Restrictions on Transfer. Subscriber acknowledges that there are substantial restrictions on thetransfer of the Stock and Warrants under the Securities Act of 1933, (the “Act”)and applicable state securities laws (the “State Laws”) and accordingly,Subscriber may not liquidate an investment in the Stock for an indefiniteperiod.  Subscriber acknowledges thatneither the Stock being issued nor Stock underlying the Warrants has beenregistered for sale under the Act or State Laws.  Subscriber acknowledges and agrees that theStock may be resold only pursuant to registration under the Act and the StateLaws, or an opinion of counsel acceptable to the Company that registration isnot required.

### iv.                                   Suitability.  Subscriber believes that aninvestment in the Stock is suitable for Subscriber based upon Subscriber’sinvestment objectives and financial needs, and Subscriber has adequate meansfor providing for his current financial needs and particular contingencies andhas no need for liquidity of investment with respect to the Stock.  Subscriber has sufficient knowledge andexperience in financial and business matters to enable Subscriber to evaluatethe merits and risks of an investment in the Stock and to make an informedinvestment decision with respect to the purchase of the Stock.

### v.                                      No General Solicitation.  Theoffer to sell the Stock and Warrants was directly communicated toSubscriber.  Subscriber has not receivedany general solicitation or general advertising (including communicationspublished in any newspaper, magazine or other broadcast) in connection with hispurchase of the Stock.

### vi.                                   Residence; Accredited Investor Status. Subscriber is a resident of the state of Minnesota.  Subscriber is an “accredited investor” asthat term is defined by Rule 501 under the Act by virtue of being a naturalperson whose individual net worth (assets less liabilities), or joint net worthwith his spouse, exceeds $1,000,000 or a natural person whose individual incomewas in excess of $200,000, or whose joint income with his spouse was in excessof $300,000, in each of the two most recent years, and who has a reasonableexpectation of reaching the same income level for the current year.  Mr. Peterson is also a director of theCompany.

## b.                                      No Market Manipulation. Subscriber has not taken, and will not take, directly or indirectly, anyaction designed to, or that might reasonably be expected to, cause or result instabilization or manipulation of the price of the Stock to facilitate the saleor resale of the Stock or affect the price at which the Stock may be issued.

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## c.                                       Brokers or Finders.  TheCompany has not, and will not, incur, directly or indirectly, as a result ofany action taken by Subscriber, any liability for brokerage or finders’ fees oragents’ commissions or any similar charges in connection with this Agreement.

## d.                                      Tax Liability. Subscriber has reviewed with Subscriber’s own tax advisors the taxconsequences of an investment in the Stock and the transactions contemplated bythis Agreement, and has and will rely solely on such advisors and not on anystatements or representations of the Company or any of its agents.  Subscriber understands that Subscriber (andnot the Company) is responsible for Subscriber’s own tax liability that mayarise as a result of his investment in the Stock or the transactionscontemplated by this Agreement.

## e.                                       Counsel.  Subscriber acknowledges thatLindquist & Vennum P.L.L.P. is legal counsel to the Company, whoseinterests are in conflict with those of Subscriber, and that Lindquist &Vennum P.L.L.P., as counsel for the Company, does not represent Subscriber orSubscriber’s interests in connection with the purchase of the Stock andwarrants, and that Subscriber has had timely opportunity, if desired, to haveSubscriber’s own legal counsel advise Subscriber regarding the purchase of theStock and Warrants.

## f.                                         Due Authorization.  ThisAgreement has been duly authorized by all necessary action on the part ofSubscriber, has been duly executed by Subscriber, and is a legal, valid, andbinding obligation of Subscriber enforceable in accordance with its terms,subject to general limitations on the availability of equitable remedies andthe effect of bankruptcy, insolvency, reorganization and other laws of generalapplication affecting the enforcement of creditors’ rights.  The execution and delivery of this Agreementand the consummation of the transactions contemplated hereby do not and willnot violate or conflict with any agreement or instrument to which Subscriber isa party or any legal requirement or order applicable to Subscriber.

## g.                                      Required Shareholder Approval. Subscriber acknowledges that issuance of the Stock and the Stockunderlying the Warrants is dependent upon shareholder approval of an amendmentto the Company’s Articles of Incorporation increasing the Company’s authorizedshares of common stock from 5,000,000 to 10,000,000.

# 4.                                       Restrictive Legend. Subscriber acknowledges and agrees that the Company will place arestrictive legend on any certificate representing of the Stock and warrants(and any Stock issuable upon exercise of the warrants) containing substantiallythe following language:

The securities representedby this certificate have not been registered under the Securities Act of 1933,as amended (the “Act”), and have not been registered under any state securitieslaws.  These securities may not be sold,offered for sale, or transferred in the absence of either an effectiveregistration under the Act and under applicable state securities laws, or anopinion of counsel satisfactory to the company that such transaction is exemptfrom registration under the Act and under applicable state securities laws.

Subscriber agrees that, toenforce the above legend, the Company may place a stop transfer order with itsregistrar and transfer agent covering all certificates representing any of theStock.

# 5.                                       Certain Representations of the Company.  Inorder to induce Subscriber to purchase the Stock from the Company, the Companyhereby represents and warrants to Subscriber as of the date hereof and as ofthe Closing Date follows:

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## a.                                       Capitalization.  Theauthorized capital stock of the Company consists of 5,000,000 shares of Stockand 10,000,000 shares of Preferred Stock. Immediately prior to the sale of Stock by this Agreement, there areoutstanding 4,545,773 shares of common stock and no shares of PreferredStock.  There are no outstandingagreements or preemptive or similar rights affecting the Stock or equity and nooutstanding rights, warrants or options to acquire, or instruments convertibleinto or exchangeable for, or agreements or understandings with respect to thesale or issuance of any shares of Stock or equity of the Company or otherequity interest in the Company except as described in the Reports or otherwiseknown to Subscriber.

## b.                                      Organization and Authority.  TheCompany is a corporation duly organized, validly existing and in good standingunder the laws of Minnesota and has all requisite corporate power and authorityto own, lease and operate its properties and to conduct its business ascurrently conducted.  The Company is dulyqualified as a foreign corporation to do business and is in good standing ineach jurisdiction where the nature of the business conducted or property ownedby it makes such qualification necessary, other than those jurisdictions inwhich the failure to so qualify would not have a material adverse effect on thebusiness, operations or financial condition of the Company.

## c.                                       Due Authorization.  TheCompany has all requisite power and authority under applicable law to executeand deliver this Agreement and to perform the transactions contemplatedhereby.  Other than the approval of theCompany’s Board of Directors, which approval has been obtained, and approval bythe shareholders of an increase in the Company authorized common stock, noother approval of any kind is necessary under applicable law for the execution,delivery and performance of this Agreement. This Agreement constitutes a legal,valid and binding obligation of the Company, enforceable in accordance with itsterms, subject to general limitations on the availability of equitable remediesand the effect of bankruptcy, insolvency, reorganization and other laws ofgeneral application affecting the enforcement of creditors’ rights.

## d.                                      No Violation. Except for the required approval by the Company shareholders of anincrease in the Company’s authorized common stock, the execution and deliveryof this Agreement and the consummation of the transactions contemplated herebydo not and will not violate or conflict with the articles of incorporation orby-laws of the Company, or violate any legal requirement or order applicable tothe Company.  The execution and deliveryof this Agreement and the consummation of the transactions contemplated herebydo not and will not require any third-party action with respect to the Companyunder, or conflict with or constitute a default under, or result in theacceleration or right of acceleration of any obligations, or any termination orright of termination under, any agreement, instrument, contract or obligationof the Company. The execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby do not and will not resultin the creation or imposition of any material lien, claim, charge, restriction,equity or encumbrance of any kind upon or give any person any interest or rightin or with respect to any of the properties, assets, business or contracts ofthe Company or to any of the Stock.

## e.                                       Status of the Stock.  TheStock upon issuance and the stock issuable upon exercise of the Warrants will(i) be free and clear of any security interests, liens, claims or otherencumbrances, subject to restrictions upon transfer under the Act and Statelaws; (ii) duly and validly issued and be fully paid and non-assessable; (iii)not have been issued or sold in violation of any preemptive or other similarrights of the holders of any securities of the Company; and (iv) be not subjectthe Subscriber to personal liability by reason of being a shareholder of theCompany.

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## f.                                         No General Solicitation.  Neither the Company nor to its knowledge, anyperson acting on its behalf, has engaged in any form of general solicitation orgeneral advertising (within the meaning of Regulation D under the Act) inconnection with the offer or sale of the Stock.

# 6.                                       Covenants of the Company.  TheCompany agrees to reissue certificates representing the Stock without thelegend set forth in Section 4 at such time as (a) the holder thereof ispermitted to and disposes of the Stock pursuant to Rule 144(d) or Rule 144(k)under the Act in the opinion of counsel reasonably satisfactory to the Company,or (b) upon resale subject to an effective registration statement after theStock are registered under the Act.  TheCompany agrees to cooperate with the Subscriber in connection with all resalespursuant to Rule 144(d) and Rule 144(k) and provide legal opinions necessary toallow such resales, so long as the Company and its counsel receive allreasonably requested written representations from the Subscriber and sellingbroker, if any.

# 7.                                       Miscellaneous.

## a.                                       Survival of Representations and Warranties;Indemnification.  The parties agree that the agreements,representations and warranties of each party will survive and remain in fullforce and effect after the execution of this Agreement through the Closing Dateand after the Closing Date and payment for and delivery of the Stock. Eachparty agrees to indemnify and hold harmless the other party from and againstany and all loss, damage or liability due to, or arising out of, a breach ofany agreement, representation or warranty of this Agreement by such party.

## b.                                      No Assignment; Binding Effect. Neither this Agreement, nor any interest herein, is assignable by eitherparty without prior written consent of the other.  The provisions of this Agreement are bindingupon and inure to the benefit of the parties hereto, and their respectivesuccessors and assigns.

## c.                                       Choice of Law.  ThisAgreement will be construed and interpreted in accordance with Minnesota law,without regard to its choice of law or conflicts of law provisions.

## d.                                      Notices.  All notices, requests,consents and other communications required or permitted hereunder must be inwriting and be delivered, personally, by facsimile, by overnight courier ormailed first-class postage prepaid, registered or certified mail,

| if to Subscriber:  |   | P.R. Peterson Keogh Plan  6111 Blue Circle  Minnetonka, MN 55343-9108 |
|--------------------|--------|-----------------------------------------------------------------------|
|               |   |                                                                  |
| if to the Company: |   | PPT Vision, Inc.   12988 Valley View Road   Eden Prairie, MN 55344    |

 

and such notices and othercommunications will for all purposes of this Agreement be treated as beingeffective or having been given (i) upon personal delivery to the party tobe notified, (ii) when sent by confirmed telex or facsimile if sent duringnormal business hours of the recipient, if not, then on the next business day;(iii) five days after having been sent by registered or certified mail,return receipt requested, postage prepaid; or (iv) one day after depositwith a nationally recognized overnight courier, specifying next day delivery,with written verification of receipt.

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## e.                                       Counterparts.  ThisAgreement may be executed concurrently in two or more counterparts, each ofwhich is an original, but all of which together will constitute one and thesame instrument.

The parties have executedthis Agreement as of the date first written.
|            |   | **PPT VISION, INC.**          |
|------------|--------|-------------------------------|
|       |   |                          |
|       |   | By:                           | /s/ Joseph C. Christenson |   |
|       |   |                          | Joseph C. Christenson |
|       |   |                          | Chief Executive Officer |
|       |   |                          |   |
|       |   |                          |   |
| ** ** |   | **P.R.  PETERSON KEOGH PLAN** |
|       |   |                          |
|       |   | By:                           | /s/ P.R. Peterson |   |
|       |   |                          | P.R. Peterson, Trustee |

 

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