**Exhibit10.3**

**REGISTRATION RIGHTSAGREEMENT**

**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 Companyto the Investor today (the “Warrant”) the Investor is entitled to acquire fromthe 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 isin each of their best interest to provide for registration and other rightswith 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 followingterms have the following respective meanings:**

*“Business Day”*meansany day other than a Saturday, Sunday or other day on which commercial banks inthe Sate of Minnesota are authorized or required by law or executive order toclose.

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

“*Form S-3*” meanssuch form of Registration Statement as in effect on the date hereof or anyRegistration Statement subsequently adopted by the SEC that permits inclusionor incorporation of substantial information by reference to other documentsfiled by the Company with the SEC.

“*Holders”* meansthe Investor and any other person to whom the Warrant or the RegistrableSecurities and the registration rights granted hereunder have been dulyassigned or transferred by the Investor in accordance with this Agreement andthe provisions of the Warrant, respectively.

“R*egister*,” “*registration*” and “*registered*”refer to a registration effected under the Securities Act by preparing andfiling a Registration Statement in compliance with the Securities Act, and thedeclaration or ordering of effectiveness of the Registration Statement by theCommission.

“*Registrable Securities*”means:

(i)                                                       shares of Common Stock issued or issuable toHolders 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 othersecurity 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 willcease to be Registrable Securities when

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

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

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

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

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

(vi)                              they have previously been registered or havebeen sold to the public either pursuant to a Registration Statement or Rule144.

Wherever reference is madein this Agreement to a request or consent of Holders of a certain percentage ofRegistrable Shares, the determination of that percentage will include shares ofCommon Stock issuable upon exercise of the Warrant, even if the conversion orexercise 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, exchangelisting fees, printing expenses, fees and disbursements of counsel for theCompany, state blue sky fees and expenses, and the expense of any specialaudits incident to or required by any registration, but specifically excludeany Selling Holder Expense.

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

“*Rule 144*” meansRule 144 promulgated under the Securities Act, or any successor provision thenin effect.

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

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

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

# **Article II.              REGISTRATIONRIGHTS.**

## Section 2.1     DemandRegistration.

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

### (b)     Other Shareholders.  Any other person entitled to participate in aDemand Registration Statement (“Other Shareholders”) and the Company will bepermitted to register equity securities of the Company in any DemandRegistration Statement or to participate in the offering, but only as providedin this subparagraph, by requesting that securities of the same class as theRegistrable Securities be included in the Demand Registration Statement forsale in the offering on the following terms and conditions:

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

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

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

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

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

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

#### (i)    the Company notifies the Holders that it is contemplating filinga Registration Statement within 90 days of the demand (which notice will notaffect the Holders’ other rights hereunder, including without limitation theHolders’ rights under Section 2.2 below) or

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

In the case of clause (i) of this paragraph, theCompany will use its best efforts, as soon as practical, upon the first tooccur of the abandonment of such contemplated Registration Statement or theexpiration of the 90-day period, to file the Demand Registration Statement forthe Registrable Securities to which a Demand Notice relates, unless such DemandNotice is withdrawn.  In the case ofclause (ii) of this paragraph, the Company may not delay the filing of theDemand Registration Statement for more than 90 days from the time of the demandunless such Demand Notice is withdrawn. The Company may not exercise the rightsof 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 Companyby the Holders of a majority of the Registrable Securities.  In this case, no demand will have been madefor the purposes of this Section 2.1.

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

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### (e)     Other Demand Rights.  Each of the Holders may offer such Holder’sRegistrable Securities under any Demand Registration pursuant to this Section2.1(e).  Within five  days after the receipt of a request for aDemand Registration, the Company will (i) give written notice thereof to all ofthe Holders (other than Holders that have requested a Demand Registration underSection 2.1(a)) and (ii) include in such registration all of the RegistrableSecurities held by such Holders from whom the Company has received a writtenrequest within ten  days of the receiptby 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 proposedto be registered.  The failure of anyHolder to respond within such 10-day period referred to in clause (ii) above willbe deemed to be a automatic waiver of such Demand Registration.  Any Holder may waive its rights under Section2.1 with respect to such Demand Registration. Any Holder may waive its rights under this Section 2.1(e) prior to theexpiration of the 10-day period by giving written notice to the Company, with acopy to the other Holders.  If a Holdersends the Company a written request for inclusion of part of all of the Holder’sRegistrable Securities in a registration, the Holder will not be entitled towithdraw or revoke the request without the prior written consent of the Companyin its sole discretion.

## Section 2.2     PiggybackRegistrations.

### (a)     Company Registration.  The Company will promptly notify Holders inwriting at least twenty days prior to filing any Registration Statement forpurposes of effecting a public offering of securities of the Company (excludingany Registration Statements on Form S-8 or on Form S-4 or any RegistrationStatement in connection with a public offering of any security that is not ofthe same class as the Registrable Securities) (a “Piggyback Registration”), andthe Company will afford each Holder an opportunity to register on suchRegistration Statement (a “Piggyback Registration Statement”) all or any partof the Registrable Securities of the Holder. Each Holder desiring to include in the Piggyback Registration Statementall or any part of the Registrable Securities held by such Holder must, withinten days after receipt of the notice from the Company, notify the Company inwriting and inform the Company of the number of Registrable Securities the Holderwishes to include in the Piggyback Registration Statement.  If a Holder decides not to include all of itsRegistrable Securities in the Piggyback Registration Statement, the Holder willnevertheless continue to have the right to include any Registrable Securitiesin any subsequent Piggyback Registration, all upon the terms and conditions ofthis Agreement.  The Company will not berequired to include any Registrable Securities in more than two PiggybackRegistration during the term of this Agreement.

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

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### tothe Company and the underwriter, delivered at least ten Business Days prior tothe effective date of the Registration Statement.  Any Registrable Securities excluded orwithdrawn from such underwriting will be excluded and withdrawn from thePiggyback Registration.  For any Holder thatis a partnership or corporation, the partners, retired partners andshareholders of such Holder, or the estates and family members of any suchpartners and retired partners and any trusts for the benefit of any of theforegoing persons will be deemed to be a single “Holder,” and any pro ratareduction with respect to such “Holder” will be based upon the aggregate amountof shares carrying registration rights owned by all entities and individualsincluded in such “Holder,” as defined in this sentence.

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

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

### (a)     promptlygive written notice of the proposed registration to all other eligible Holdersof Registrable Securities; and

### (b)     assoon as practicable, file the Registration Statement and use commerciallyreasonable efforts to have the Registration Statement declared effective aswould permit or facilitate the sale and distribution of all or such portion ofsuch Holders’ Registrable Securities as are specified in such request, togetherwith all or such portion of the Registrable Securities of any other eligibleHolders joining in such request as are specified in a written request givenwithin fifteen days after receipt of such written notice from the Company.  The Company will not be obligated to effectany such registration, pursuant to this Section 2.3:

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

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

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

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

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

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

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### (c)     Subjectto the foregoing, the Company must file a Registration Statement covering theRegistrable Securities as soon as practicable after receipt of the request ofthe Holders.

### (d)     Eachregistration demanded pursuant to this Section 2.3 will be deemed to be aDemand Registration for the purposes of Section 2.1(c).

### (e)     Expenses.  The Company will pay all RegistrationExpenses incurred in connection with a registration pursuant to thisSection 2.3.

## Section 2.4     Obligationsof the Company.  Whenever required to effect the registration of anyRegistrable Securities under this Agreement, the Company will, as expeditiouslyas reasonably possible:

### (a)     Prepareand file with the SEC a Registration Statement, on such form as is thenavailable to the Company in connection with such registration, with respect to theRegistrable Securities and use commercially reasonable, diligent efforts tocause the Registration Statement to become effective, and, upon the request ofthe 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. Thisninety day period will be extended for a period of time equal to the period theHolders refrain from selling any securities included in such registration atthe request of an underwriter of Common Stock (or other securities) of the Companyand in the case of any registration of Registrable Securities on Form S-3 that areintended to be offered on a continuous or delayed basis, the ninety day period willbe extended, if necessary, to keep the Registration Statement effective untilall such Registrable Securities are sold, provided that Rule 415, or anysuccessor rule under the Securities Act, permits an offering on a continuous ordelayed basis, and provided further that applicable rules under the SecuritiesAct governing the obligation to file a post-effective amendment permit, in lieuof filing a post-effective amendment that (A) includes any prospectus requiredby Section 10(a)(3) of the Securities Act or (B) reflects facts or eventsrepresenting a material or fundamental change in the information set forth inthe Registration Statement, the incorporation by reference of informationrequired to be included in (A) or (B) above to be contained in periodic reportsfiled pursuant to section 13 or 15(d) of the Exchange Act in the RegistrationStatement.

### (b)     Prepare and file with theSEC such amendments and supplements to the Registration Statement and theprospectus used in connection with the Registration Statement as may benecessary to comply with the provisions of the Securities Act with respect tothe disposition of all securities covered by such Registration Statement.

### (c)     Furnish to the Holderssuch number of copies of a prospectus, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and other documents asthey may reasonably request in order to facilitate the disposition of theRegistrable Securities owned by them that are included in the registration.

### (d)     Use reasonable, diligentefforts to register and qualify the securities covered by such RegistrationStatement under such other securities or blue sky laws of such jurisdictions aswill be reasonably requested by the Holders,. provided that the Company will not be required in connection therewithor as a condition thereto to qualify to do business or to file a generalconsent to service of process in any such states or jurisdictions.

### (e)     In the event of anyunderwritten public offering, enter into and perform its obligations under anunderwriting agreement, in usual and customary form, with the managingunderwriter(s) of such offering.  EachHolder participating in the underwriting must also enter into and perform itsobligations under such an agreement.

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### (f)      Notify each Holder ofRegistrable Securities covered by the Registration Statement at any time when aprospectus relating thereto is required to be delivered under the SecuritiesAct of the occurrence of any event as a result of which the required to beincluded in such Registration Statement, as then in effect, includes an untruestatement of a material fact or omits to state a material fact required to bestated therein or necessary to make the statements contained therein notmisleading in the light of the circumstances then existing and the Company mustpromptly prepare a supplement or amendment to such prospectus and furnish toeach seller of Registrable Securities a reasonable number of copies of suchsupplement to or an amendment of such prospectus as may be necessary so that,after delivery to the purchasers of such Registrable Securities, suchprospectus will not contain an untrue statement of a material fact or omit tostate any material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made,not misleading.

## Section 2.5     FurnishInformation.  It will be a condition precedent to the obligations ofthe Company to take any action pursuant to Sections 2.1, 2.2 and 2.3 hereofthat the selling Holders will furnish to the Company information regardingthemselves, the Registrable Securities held by them, and the intended method ofdisposition of the securities as will be required to timely effect theregistration of their Registrable Securities.

## Section 2.6     Delay ofRegistration.  No Holder will have any right to obtain or seek aninjunction restraining or otherwise delaying any such registration as theresult of any controversy that might arise with respect to the interpretationor implementation of this Agreement.

## Section 2.7     Notice toDiscontinue.  Each Holder agreesthat, upon receipt of any notice from the Company of the happening of any eventof the kind described in Section 2.4(f) the Holder will forthwith discontinuedisposition of Registrable Securities pursuant to the Registration Statementcovering such Registrable Securities until the Holder’s receipt of the copiesof 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 theCompany’s expense) all copies, other than permanent file copies then in the Holder’spossession, possession, of the prospectus covering such Registrable Securities thatis current at the time of receipt of the notice.

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

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

#### (i)    any untrue statement or alleged untrue statement of a materialfact contained in such Registration Statement, including any preliminaryprospectus or final prospectus contained therein or any amendments orsupplements thereto;

#### (ii)   the omission or alleged omission to state therein a material factrequired to be stated therein, or necessary to make the statements therein notmisleading under the circumstances such statement were made; or

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#### (iii)  any violation or alleged violation by the Company of the SecuritiesAct, the Exchange Act, any federal or state securities law or any rule orregulation promulgated under the Securities Act, the Exchange Act or anyfederal or state securities law in connection with the offering covered by suchRegistration Statement;

and the Company will reimburse each such Holder,partner, officer or director, underwriter or controlling person for any legalor other expenses reasonably incurred by them, as incurred, in connection withinvestigating or defending any such loss, claim, damage, liability or action;provided however, that the indemnity agreement contained in thisSection 2.8(a) will not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if the settlement is effected withoutthe consent of the Company, nor will the Company be liable in any such case forany loss, claim, damage, liability or action to the extent that it arises outof or is based upon a Violation that occurs in reliance upon and in conformitywith written information furnished expressly for use in connection with suchregistration by such Holder, partner, officer, director or controlling personof such Holder.

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

### (c)     Notice.  Promptly after receipt by an indemnifiedparty under this Section 2.8 of notice of the commencement of any action(including any governmental action), the indemnified party will, if a claim inrespect thereof is to be made against any indemnifying party under this Section2.8, deliver to the indemnifying party a written notice of the commencementthereof, and the indemnifying party will have the right to participate in, and,to the extent the indemnifying party so desires, jointly with any otherindemnifying party similarly noticed, to assume the defense thereof withcounsel mutually satisfactory to the parties. An indemnified party will havethe right, however, to retain its own counsel, with the fees and expenses to bepaid by the indemnifying party (or, if there is more than one indemnifiedparty, the indemnifying party will pay the fees and expenses of one counsel forany and all indemnified parties, to be mutually agreed upon by such indemnifiedparties), if representation of the indemnified party by the counsel retained bythe indemnifying party would be inappropriate due to actual or potentialdiffering interests between such indemnified party and any other partyrepresented by such counsel in the proceeding. The failure to deliver written notice to the indemnifying party within areasonable time of the 

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

### (d)     Defect Eliminated inFinal Prospectus.  The foregoingindemnity agreements are subject to the condition that, insofar as they relateto any Violation made in a preliminary prospectus but eliminated or remedied inthe amended prospectus on file with the SEC at the time the RegistrationStatement in question becomes effective or the amended prospectus is filed withthe SEC pursuant to SEC Rule 424(b), such indemnity agreement will not inure tothe benefit of any person if a copy of such final prospectus was furnished tothe 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 bythe Securities Act.

### (e)     Contribution.  In order to provide for just and equitablecontribution to joint liability under the Securities Act in any case in whicheither (i) any Holder exercising rights under this Agreement, or anycontrolling person of any such Holder, makes a claim for indemnificationpursuant to this Section 2.7 but it is judicially determined (by the entryof a final judgment or decree by a court of competent jurisdiction and theexpiration of time to appeal or the denial of the last right of appeal) thatsuch indemnification may not be enforced in such case notwithstanding the factthat 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 suchselling Holder or any such controlling person in circumstances for whichindemnification is provided under this Section 2.8; then, and in each suchcase, the Company and such Holder will contribute to the aggregate losses,claims, damages or liabilities to which they may be subject (after contributionfrom others) in such proportion so that such Holder is responsible for theportion represented by the percentage that the public offering price of itsRegistrable Securities offered by and sold under the Registration Statementbears to the public offering price of all securities offered by and sold undersuch Registration Statement, and the Company and other selling Holders areresponsible for the remaining portion; provided, however, that, in any suchcase, (A) no such Holder will be required to contribute any amount inexcess of the public offering price of all such Registrable Securities offeredand sold by such Holder pursuant to such Registration Statement; and (B) noperson or entity guilty of fraudulent misrepresentation (within the meaning ofSection 1.1(f) of the Securities Act) will be entitled to contribution fromany person or entity who was not guilty of such fraudulent misrepresentation.

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

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

### (a)     to make and keep publicinformation available, as those terms are understood and defined inRule 144 at all times;

### (b)     to file with theCommission in a timely manner all reports and other documents required of the Companyunder the Exchange Act; and

### (c)     so long as a Holder ownsany Registrable Securities, to furnish to the Holders forthwith upon request awritten statement by the Company as to its compliance with the reportingrequirements of Rule 144 and of the Securities Act and the Exchange Act, a copyof the most recent annual or quarterly report of the Company, and such otherreports and documents of the Company as a Holder may 

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### reasonablyrequest in availing itself of any rule or regulation of the Commission allowinga Holder to sell any such securities without registration.

## Section 2.10   Termination ofthe Company’s Obligations.  Theobligations of the Company to register Registrable Securities under Sections2.1, 2.2 and 2.3 will terminate on the earlier to occur of

### (a)     the sale, lease or otherdisposition of all or substantially all of the assets of the Company;

### (b)     an acquisition of theCompany by another entity by consolidation, merger or other reorganization inwhich the holders of the Company’s outstanding voting shares immediately priorto such transaction own, immediately after such transaction, securitiesrepresenting less than fifty percent (50%) of the voting power of the entitysurviving such transaction; or

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

# **ArticleIII.             ASSIGNMENT ANDAMENDMENT****.**

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

## Section 3.2     Amendment ofRights.  Any provision of this Agreement may be amended and theobservance thereof may be waived (either generally or in a particular instanceand either retroactively or prospectively), only with the written consent of(i) the Company, and (ii) Holders then holding at least a majority of all ofthe Registrable Securities.  Anyamendment or waiver effected in accordance with this Section 3.2 will bebinding upon (i) each Holder, (ii) each permitted successor or assignee ofsuch Holder and (iii) the Company.

# **Article IV.             GENERALPROVISIONS****.**

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

## Section 4.2     Adjustments forStock Splits.  Wherever in this Agreement there is a reference to aspecific number of shares of Common Stock of the Company or any class orseries, then, upon the occurrence of any subdivision, combination or sharedividend of such class or series of shares, the specific number of shares soreferenced in this Agreement will automatically be proportionally adjusted toreflect the affect on the outstanding shares of such class or series of sharesby such subdivision, combination or share dividend.

## Section 4.3     Severability.  Whenever possible, each provision of thisAgreement must be interpreted in a manner as to be effective and valid underapplicable 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 anyjurisdiction, the invalidity, illegality or unenforceability will not affectany other provision or any 

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## otherjurisdiction, but this Agreement will be reformed, construed and enforced insuch jurisdiction as if the invalid, illegal or unenforceable provision hadnever been contained herein.

## Section 4.4     EntireAgreement.  Except as otherwiseexpressly set forth herein or in agreements executed contemporaneouslyherewith, this document embodies the complete agreement and understanding amongthe parties hereto with respect to the subject matter hereof and supersedes andpreempts any prior understandings, agreements or representations by or amongthe parties, written or oral, that may have related to the subject matterhereof in any way.

## Section 4.5     Successors andAssigns.  Except as otherwiseprovided herein, this Agreement will shall bind and inure to the benefit of andbe enforceable by the Company and its successors and assigns and the Holdersand their respective successors and assigns.

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

## Section 4.7     Remedies.  The Company and each Holder will be entitledto enforce its rights under this Agreement specifically to recover damages byreason of any breach of any provision of this Agreement and to exercise allother rights existing in its favor.  Theparties hereto agree and acknowledge that money damages may not be an adequateremedy for any breach of the provisions of this Agreement and that the Companyand each Holder may in its sole discretion apply to any court of law or equityof competent jurisdiction for specific performance and injunctive relief(without posting a bond or other security) in order to enforce or prevent anyviolation of the provisions of this Agreement.

## Section 4.8       Notices.  All notices, requests, consents and othercommunications hereunder to any party will be deemed to be sufficient ifcontained in a written instrument delivered in person, including delivery byrecognized express courier, fees prepaid, or sent by facsimile transmission, orduly sent by first class registered or certified mail, return receiptrequested, postage prepaid, in each case addressed:  if to the Company, at

PPT Vision, Inc.12988 Valley View RoadEden Prairie, MN   55344Attention:Mr. Joseph C. ChristensonChief Executive Officer

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

Lindquist& Vennum, P.L.L.P.4200 IDS Center80 South Eighth StreetMinneapolis, MN 55402Facsimile: (612) 371-3207,Attention: Thomas G. Lovett, IV

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

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

## Section 4.9     Governing Law.  This Agreement will be governed by andconstrued in accordance with the internal laws of the State of Minnesota,without giving effect to any choice of law or other conflict of law provisionor rule (whether of the State of Minnesota or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than theState of Minnesota.

## Section 4.10   DescriptiveHeadings.  The descriptive headingsof this Agreement are inserted for convenience only and do not constitute apart of this Agreement.

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IN WITNESS WHEREOF, this Agreement has been executedas 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 |   |

** **

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**ANNEX I**

**HOLDER(S)**

**Name & Address**

P.R.Peterson Keogh Plan

6111Blue Circle,

Minnetonka,Minnesota

55343-9102

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