<PAGE>

                                                                   EXHIBIT 10.16


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF ROBOTIC VISION SYSTEMS, INC. (THE "COMPANY") THAT THIS
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR EXEMPTION
THEREFROM, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES.


                          ROBOTIC VISION SYSTEMS, INC.


                    Common Stock Warrant Expiring May 1, 2005

     Robotic Vision Systems, Inc., a Delaware corporation (the "COMPANY"),
hereby certifies that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Needham & Company, Inc. (the
"PURCHASER") or its permitted assigns under the terms of this warrant (the
Purchaser or such permitted assigns at the time being the registered holder or
holders hereof being hereinafter referred to as "HOLDER") is entitled, subject
to the terms set forth below, to acquire from the Company, at an exercise price
of $1.50 per share (the "EXERCISE PRICE"), at any time or from time to time on
or after the date hereof and prior to 5:00 P.M., New York City time, on May 1,
2005 (the "EXPIRATION DATE"), good and valid title to 565,249 duly authorized
fully paid and non-assessable shares of the Company's common stock, par value
$0.01 per share (the "COMMON STOCK," such shares of Common Stock, in each case
as the number of such shares may be adjusted from time to time pursuant to
Section 2.4 and the provisions of the Company's Certificate of Incorporation,
are herein referred to as the "WARRANT SHARES"), which are (i) free and clear of
any pledge, lien, security interest, charge, claim, equity or encumbrance of any
kind (each a "LIEN") created by or in respect of the Company and (ii) not
subject to preemptive rights.

     This Warrant has been issued pursuant to, and in accordance with the terms
of, that certain amended Engagement Letter, dated as of April 24, 2002, by and
among the Company and Needham & Company, Inc. (the "ENGAGEMENT LETTER").

     Certain capitalized terms not otherwise defined herein shall have the
meanings set forth in Section 4 hereof.

Section 1.  EXERCISE OF WARRANT.

     1.1.  EXERCISE. This Warrant may be converted or exercised by Holder, in
whole or in part, at any time and from time to time on or after the date hereof
and prior to 5:00 p.m. New York City time on the Expiration Date by surrender of
this Warrant, together with the form of notice of exercise (in the form attached
hereto as EXHIBIT A) duly completed and executed by Holder, to the Company at
its principal office and accompanied by payment in full, in cash or by check
payable to the order of the Company, in the amount of the aggregate Exercise
Price for the Warrant Shares covered by such exercise. In lieu of exercising
this Warrant pursuant to the immediately preceding sentence, Holder shall have
the right to require the Company to convert this Warrant, in whole or in part
and at any time or times (the "CONVERSION RIGHT"), into Warrant Shares, by
surrendering this Warrant to the Company accompanied by the form conversion
notice (in the form attached hereto as EXHIBIT B) that has been duly completed
and signed. Upon exercise of the Conversion Right, the Company shall deliver to
Holder (without payment by Holder of any Exercise Price) that number of Warrant
Shares that is equal to the quotient obtained by dividing (x) the value of this
Warrant (or the portion thereof being converted) at the time the Conversion

<PAGE>


Right is exercised, determined by subtracting the aggregate Exercise Price for
the Warrant (or such portion thereof being converted) immediately prior to the
exercise of the Conversion Right from the aggregate current market price
(determined on the basis of the Current Market Price Per Share) of that number
of Warrant Shares purchasable upon exercise of this Warrant (or such portion
thereof) immediately prior to the exercise of the Conversion Right (taking into
account all applicable adjustments pursuant to this Warrant) by (y) the Current
Market Price Per Share of one share of Common Stock immediately prior to the
exercise of the Conversion Right. Any references in this Warrant to the
"exercise" of any Warrants, and the use of the term "exercise" herein, shall be
deemed to include, without limitation, any exercise of the Conversion Right. For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended,
it is intended, understood and acknowledged that the Warrant Shares issued upon
exercise of a Conversion Right shall be deemed to have been acquired by Holder,
and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued pursuant to the Engagement
Letter. In the event this Warrant is not exercised in full, the Warrant Shares
shall be reduced by the number of Warrant Shares subject to such partial
exercise, and the Company, at its expense, shall forthwith issue and deliver to
Holder a new Warrant of like tenor in the name of Holder, reflecting the number
of Warrant Shares remaining after such exercise.

     1.2.  DELIVERY OF STOCK CERTIFICATES. Promptly upon exercise of this
Warrant in full or in part, the Company will issue and deliver to Holder, a
certificate or certificates, in such name or names as such Holder may designate,
for the number of fully paid and non-assessable shares of Common Stock to which
Holder shall be entitled on such exercise. The Warrant Shares issuable upon
exercise of this Warrant shall be affixed with the legend specified in Section
4.6 of the Securities Purchase Agreement, dated as of April 23, 2002, by and
among the Company and the purchasers named on EXHIBIT A thereto (the "SECURITIES
PURCHASE AGREEMENT"). Such legend shall also be subject to removal in accordance
with Section 4.6 of the Securities Purchase Agreement.

     1.3.  FRACTIONAL SHARES. This Warrant may not be exercised as to fractional
shares of Common Stock. If any fraction of a share of Common Stock would be
issuable, except for the provisions of this Section 1.3, on the exercise of the
Warrant in full or in part, the Company shall pay a cash adjustment in respect
of such fractional interest equal to the product of (x) such fractional interest
and (y) the Current Market Price Per Share as of the date this Warrant is
surrendered for exercise as provided in Section 1.1.

Section 2.  CERTAIN OBLIGATIONS OF THE COMPANY.

     2.1.  RESERVATION OF STOCK. The Company covenants that it will at all times
reserve and keep available, free from preemptive rights and antidilution
adjustments upon issuance, solely for the purpose of effecting the exercise of
this Warrant, a number of shares of Common Stock equal to the total number of
Warrant Shares then issuable upon the exercise of this Warrant. The Company will
from time to time, in accordance with the laws of its state of incorporation,
take action to increase the authorized amount of its Common Stock if at any time
the number of shares of Common Stock authorized but remaining unissued and
unreserved for other purposes shall be insufficient to permit the exercise of
this Warrant.

     2.2.  CORPORATE ACTIONS. The Company covenants that all Warrant Shares
will, upon issuance in accordance with the terms of this Warrant Agreement and
the Company's Certificate of Incorporation, be fully paid and nonassessable,
free from all taxes with respect to the issuance thereof (other than income
taxes, if any, related to ordinary income attributable to Holder) and from all
Liens. The Company will not, by amendment of its Certificate of Incorporation or
through any consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant.
Without limiting the generality of the foregoing, the Company (a) will not
permit the par value or the determined or stated value of any shares of Common
Stock receivable upon the exercise of the Warrants to exceed the amount payable
therefor upon such exercise, (b) will take all such action as may be necessary
or appropriate in order that the Company may validly and legally issue fully
paid and nonassessable shares

                                       2

<PAGE>


of Common Stock upon the exercise of the Warrants from time to time outstanding,
including, without limitation, amending its Certificate of Incorporation, and
(c) will not take any action that results in an adjustment in the number of
Warrant Shares obtainable upon the exercise of this Warrant if the total number
of shares of Common Stock (or other securities) issuable after such action upon
the exercise of this Warrant would exceed the total number of shares of Common
Stock (or other securities) then authorized by the Company's Certificate of
Incorporation and available for purpose of issuance upon such exercise.

     2.3.  MAINTENANCE OF OFFICE. The Company will maintain an office, initially
at 5 Shawmut Road, Canton, Massachusetts 02021, where presentations and demands
to or upon the Company in respect of this Warrant may be made. The Company will
give notice in writing to Holder, at the address of Holder appearing on the
books of the Company, of each change in the location of such office.

2.4.  ADJUSTMENT OF WARRANT SHARES PURCHASABLE.

          (a) The number of Warrant Shares that may be acquired upon the
exercise or conversion of this Warrant and the Exercise Price of such shares are
subject to adjustment from time to time upon the occurrence of any of the events
enumerated in this Section 2.4 at any time or from time to time after the date
hereof and prior to the Expiration Date.

          (b) If the Company shall, after the original date of issuance of this
Warrant, (i) declare or pay a dividend or make a distribution on its capital
stock in shares of Common Stock, (ii) subdivide (by any share split, share
dividend, recapitalization or otherwise) its outstanding shares of Common Stock
into a greater number of shares, (iii) combine (by reverse stock split or
otherwise) its outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue any shares of capital stock by reclassification of its
shares of Common Stock, the Exercise Price in effect immediately prior to the
record date fixed for determination of stockholders entitled to receive such
dividend or distribution or the day on which such subdivision, combination or
reclassification becomes effective, as the case may be, shall be adjusted so
that Holder shall be entitled to receive the number of shares of Common Stock
that such Holder would have owned or have been entitled to receive after the
happening of any of the events described above as if this Warrant had been
exercised immediately prior to the record date in the case of a dividend or
distribution or the effective date in the case of a subdivision, combination or
reclassification. An adjustment made pursuant to this paragraph (b) shall become
effective immediately after the opening of business on the business day next
following the record date in the case of a dividend or distribution and shall
become effective immediately after the opening of business on the business day
next following the effective date in the case of a subdivision, combination or
reclassification.

          (c) If, at any time while this Warrant is outstanding, the Company
shall, after the original date of issuance of this Warrant, issue or cause to be
issued rights or warrants to acquire or otherwise sell or distribute shares of
Common Stock to all holders of shares of its Common Stock for a consideration
per share less than the Exercise Price then in effect, then, promptly upon such
issue or sale, the Exercise Price in effect immediately prior to the record date
fixed for determination of stockholders entitled to receive such rights or
warrants or to purchase such shares shall be reduced to the price determined by
dividing (i) an amount equal to the sum of (A) the number of shares of Common
Stock outstanding immediately prior to such issue or sale multiplied by the
Exercise Price, and (B) the consideration, if any, received or receivable by the
Company upon such issue or sale by (ii) the total number of shares of Common
Stock outstanding immediately after such issue or sale (assuming for this
purpose such rights or warrants have been exercised).

          (d) If the Company shall, after the original date of issuance of this
Warrant, distribute to all holders of shares of Common Stock evidences of its
indebtedness or assets or rights or warrants to subscribe for or purchase any
security (excluding those referred to in Sections 2.4(b) and (c) hereof), then
in each such case the Exercise Price in effect immediately prior to the record
date fixed for

                                       3

<PAGE>


determination of stockholders entitled to receive such distribution shall be
adjusted by subtracting from such Exercise Price the then fair market value at
such record date of the portion of such evidence of indebtedness, assets or
securities so distributed (net of any consideration paid or payable in the case
of rights or warrants) applicable to one outstanding share of Common Stock as
determined by a nationally recognized or major regional investment banking firm
or firm of independent certified public accountants of recognized standing
(which may be the firm that regularly examines the financial statements of the
Company) (an "APPRAISER") mutually selected in good faith by the holders of a
majority in interest of the Warrants then outstanding and the Company. Any
determination made by the Appraiser shall be final and binding upon the Company
and Holder. Notwithstanding the foregoing, no adjustment pursuant to this
Section 2.4(d) shall reduce the Exercise Price to below $0.01.

          (e) In the event that the provisions of this Section 2.4 fail as a
result of an unintentional oversight to provide expressly for the adjustment of
the Exercise Price or the number of Warrant Shares purchasable upon exercise of
this Warrant under circumstances that, based upon the purposes and intentions
expressed herein, would otherwise have been addressed, the Board of Directors of
the Company shall, in good faith, cause an equitable adjustment to be made to
the Exercise Price or the number of Warrant Shares purchasable upon exercise of
the Warrant to correct such an oversight.

          (f) If the Company shall be a party to any transaction (including
without limitation a merger, consolidation, statutory share exchange, self
tender offer for all or substantially all of its Common Stock, sale of all or
substantially all of the Company's assets or recapitalization of the shares of
Common Stock and excluding any transaction as to which Section 2.4(b) applies)
(each of the foregoing being referred to herein as a "TRANSACTION"), in each
case as a result of which all or substantially all of the shares of Common Stock
are converted into the right to receive shares, securities or other property
(including cash or any combination thereof), this Warrant shall thereafter be
exercisable into the kind and amount of shares, securities and other property
(including cash or any combination thereof) receivable upon the consummation of
such Transaction by a holder of that number of shares of Common Stock into which
this Warrant was exercisable immediately prior to such Transaction, assuming
such holder of Common Stock (i) is not a Person with which the Company
consolidated or into which the Company merged or which merged into the Company
or to which such sale or transfer was made, as the case may be ("CONSTITUENT
PERSON"), or an affiliate of a Constituent Person and (ii) failed to exercise
his rights of election, if any, as to the kind or amount of shares, securities
and other property (including cash) receivable upon such Transaction (provided
that if the kind or amount of shares, securities and other property (including
cash) receivable upon such Transaction is not the same for each share of Common
Stock held immediately prior to such Transaction by other than a Constituent
Person or an affiliate thereof and in respect of which such rights of election
shall not have been exercised ("NON-ELECTING SHARE"), then for the purpose of
this paragraph (f) the kind and amount of shares, securities and other property
(including cash) receivable upon such Transaction by each Non-Electing Share
shall be deemed to be the kind and amount so receivable per share by a plurality
of the Non-Electing Shares). The Company shall not be a party to any Transaction
unless the terms of such Transaction are consistent with the provisions of this
paragraph (f), and it shall not consent or agree to the occurrence of any
Transaction until the Company has entered into an agreement with the successor
or purchasing entity, as the case may be, for the benefit of Holder that will
contain provisions enabling Holder to exercise into the consideration received
by holders of shares of Common Stock at the Exercise Price in effect immediately
prior to such Transaction. The provisions of this paragraph (f) shall similarly
apply to successive Transactions.

          (g) Notwithstanding any other provisions of this Section 2.4, the
Company shall not be required to make any adjustment of the Exercise Price: (i)
for the issuance of any shares of Common Stock pursuant to any plan providing
for the reinvestment of dividends or interest payable on securities of the
Company and the investment of additional optional amounts of cash in shares of
Common Stock under such plan; or (ii) the issuance of options and the shares of
Common Stock issued upon exercise of such options pursuant to an employee,
consultant or director stock option program approved by the Board

                                       4

<PAGE>


of Directors of the Company. All calculations under this Section 2.4 shall be
made to the nearest cent (with $.005 being rounded upward) or to the nearest
one-tenth of a share (with .05 of a share being rounded upward), as the case may
be. Anything in this Section 2.4 to the contrary notwithstanding, the Company
shall be entitled, to the extent permitted by law, to make such reductions in
the Exercise Price, in addition to those required by this Section 2.4, as it in
its discretion shall determine to be advisable in order that any share
dividends, subdivision of shares, reclassification or combination of shares,
distribution of rights or warrants to purchase shares or securities, or
distribution of other assets (other than cash dividends) hereafter made by the
Company to its stockholders shall not be taxable.

          (h) Whenever the Exercise Price is adjusted, as herein provided,
Holder shall thereafter prior to the Expiration Date be entitled to purchase the
number of Warrant Shares obtained by multiplying such Exercise Price by the
number of Warrant Shares purchasable upon the exercise of this Warrant
immediately prior to such adjustment, and by dividing the product by the
Exercise Price resulting from such adjustment.

          (i) Whenever the number of Warrant Shares purchasable upon the
exercise of this Warrant or the Exercise Price of such Warrant Shares is
adjusted, as herein provided, the Company shall promptly cause to be prepared a
certificate signed by its President or a Vice President and by its Treasurer or
Assistant Treasurer or its Secretary or Assistant Secretary, setting forth in
reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated (including a
description of the basis on which the Board of Directors of the Company made any
determination hereunder), the number of Warrant Shares purchasable upon the
exercise of the Warrant and the Exercise Price of such Warrant Shares after such
adjustment, and shall promptly cause copies of such certificate to be mailed (by
first class and postage prepaid) to the Warrant Holder in accordance with
Section 7.

     2.5.  REGISTRATION RIGHTS AGREEMENT. On or prior to the date hereof, the
Company shall execute and deliver to Purchaser a Registration Rights Agreement
in the form attached to the Securities Purchase Agreement as Exhibit E.

     2.6.  PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
attributable to the issuance of Warrant Shares upon the exercise of this
Warrant; PROVIDED, HOWEVER, that the Company shall not be required to pay any
tax that may be payable in respect of any transfer involved in the registration
of this Warrant or any certificates for Warrant Shares issuable upon the
exercise of this Warrant in a name other than that of Holder. Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

     2.7.  COMPANY CALL. If at any time after the original date of issuance of
this Warrant, the closing price of the Common Stock on The Nasdaq National
Market (or if different, the principal trading market for the Common Stock) is
greater, for 20 consecutive trading days, than $2.35, the Company shall have the
right to repurchase this Warrant from Holder at a price equal to $0.05 for each
share of Common Stock then purchasable by Holder under this Warrant. The Company
shall exercise its rights under this Section 2.7 by delivering a notice (the
"CALL NOTICE") to such effect to Holder within 30 days after the expiration of
the 20-day period referred to above. The Call Notice shall specify the date of
the proposed closing of such repurchase (the "CALL CLOSING Date"), which date
shall be no less than 30 nor more than 60 days after the date the Call Notice is
sent by the Company. The Company's right to purchase the Warrant pursuant to
this Section 2.7 and Holder's obligation to sell shall be subject to the
continued effectiveness of a registration statement permitting the resale of the
Warrant Shares ("EFFECTIVENESS COMPLIANCE") for the period beginning on the date
the Call Notice is sent by the Company and ending on the Call Closing Date (the
"CALL PERIOD"). The Call Notice shall confirm Effectiveness Compliance by the
Company and the Company shall promptly notify Holder in the event that at any
time during the Call Period the Company is not in Effectiveness Compliance.
Notwithstanding anything to the contrary

                                       5

<PAGE>


contained herein, Holder shall have the right to exercise this Warrant in
accordance with its terms at any time prior to the Call Closing Date. In the
event that the Company is not in Effectiveness Compliance at any time during the
Call Period, the Company's repurchase right under this Section 2.7 shall
terminate with respect to the repurchase specified in the applicable Call Notice
and the Company may only again exercise such repurchase right after the
provisions of this Section 2.7 have again been satisfied, with the 20-day period
referred to above being measured beginning with the first date that the Company
is again in Effectiveness Compliance. If the Company purchases this Warrant
pursuant to this Section 2.7, it shall pay the consideration therefor in cash on
the Call Closing Date to Holder and Holder shall surrender this Warrant to the
Company. Upon payment of such consideration, this Warrant shall be deemed to be
cancelled and of no further force and effect.

Section 3.  NOTICE OF CERTAIN EVENTS.

     If at any time:

          (a) the Company shall declare any dividend or distribution payable to
the holders of its Common Stock or any other class of its capital stock;

          (b) the Company shall offer for subscription pro rata to the holders
of its Common Stock any additional shares of stock of any rights to subscribe
thereto;

          (c) there shall be any recapitalization of the Company, or
consolidation or merger of the Company with, or sale of all or substantially all
of its assets or of any material asset to, another corporation or business
organization or any other extraordinary event or any Transaction;

          (d) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company in a single transaction or a series of related
transactions; or

          (e) the Company shall declare any share split, share dividend,
subdivision, combination or similar distribution with respect to the shares of
Common Stock, regardless of the effect of any such event on the outstanding
number of shares of Common Stock;

(each such event, a "NOTIFICATION EVENT"), then, in any one or more of such
cases, the Company shall give Holder written notice, by certified mail (or
nationally recognized overnight courier), of the date on which a record shall be
taken for such Notification Event or for determining stockholders entitled to
vote upon such Notification Event or winding up and of the date, if determined,
when any such transaction shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution or subscription rights or shall
be entitled to exchange their Common Stock for securities or other property
deliverable upon such Notification Event, as the case may be. Such notice shall
describe the proposed transaction in reasonable detail and specify the
consideration to be received by Holder in respect thereto and/or any adjustment
that would be made to the number of Warrant Shares obtainable upon the exercise
of this Warrant as a result of such transaction. The Company shall also furnish
to Holder all notices and materials furnished to its stockholders in connection
with such transaction as and when such notices and materials are furnished to
its stockholders. Such written notice shall be given not less than 10 days prior
to the record date with respect thereto.

Section 4.  DEFINITIONS.

     As used herein, the following terms, unless the context otherwise requires,
have the following respective meanings:

     4.1.  The term "Common Stock" includes the Company's Common Stock and any
other securities or rights into which or for which the Common Stock is converted
or exchanged, whether pursuant to a plan of reclassification, reorganization,
consolidation, merger, sale of assets, dissolution, liquidation, or otherwise.

                                       6

<PAGE>


     4.2.  "Current Market Price Per Share" shall mean, with respect to any of
the Common Stock, as of any particular date of determination:

          (a) if the Common Stock is then reported on the Composite Transactions
Tape, the average of the daily closing prices for the 20 consecutive trading
days immediately prior to such date as reported on the Composite Transactions
Tape (as adjusted for any stock dividend, split, combination or reclassification
that occurred during such 20-day period); or

          (b) if the Common Stock is not then reported on the Composite
Transaction Tape but is then listed or admitted to trading on a national
securities exchange, the average of the daily last sale prices regular way of
such Common Stock, for the 20 consecutive trading days immediately prior to such
date (as adjusted for any stock dividend, split, combination or reclassification
that occurred during such 20-day period), on the principal national securities
exchange on which such Common Stock is traded or, in case no such sale takes
place on any such day, the average of the closing bid and asked prices regular
way, in either case on such national securities exchange; or

          (c) if the Common Stock is not then reported on the Composite
Transaction Tape and is not then listed or admitted for trading on a national
securities exchange but is then traded on the over-the-counter market, the
average of the daily closing sales prices, or, if there is no closing sales
price, the average of the closing bid and asked prices, in the over-the-counter
market, for the 30 consecutive trading days immediately prior to such date (as
adjusted for any stock dividend, split, combination or reclassification that
occurred during such 30-day period), as reported by the National Association of
Securities Dealers' Automated Quotation System, or, if not so reported, as
reported by the National Quotation Bureau, Incorporated or any successor
thereof, or, if not so reported the average of the closing bid and asked prices
as furnished by any member of the National Association of Securities Dealers,
Inc. selected from time to time by the Board of Directors of the Company for
that purpose; or

          (d) if no such prices are then furnished, the higher of (x) the
Exercise Price and (y) the fair market value of a share of the Common Stock as
determined by agreement between the Holder and the Company or, in the absence of
such an agreement, by a mutually agreed upon accounting firm (the cost of which
engagement will be borne by the Company) and reasonably acceptable to the
holders of a majority of the Warrants.

     4.3.  The term "Person" shall mean an individual, corporation, partnership,
limited liability company, association, trust, joint venture, unincorporated
organization or any government, governmental department or agency or political
subdivision thereof.

Section 5.  REPLACEMENT OF WARRANTS.

     Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at its expense, shall
execute and deliver, in lieu of and in replacement of this Warrant, a Warrant
identical in form to this Warrant.

Section 6.  REMEDIES.

     The Company stipulates that the remedies at law of Holder in the event of
any breach or threatened breach by the Company of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a breach of any of the terms hereof or otherwise. The
Company hereby irrevocably waives, to the extent that it may do so under
applicable law, any defense based on the adequacy of a remedy at law that may be
asserted as a bar to the remedy of specific performance in any action brought
against the Company for specific performance of this Warrant by

                                       7

<PAGE>


Holder. Such remedies and all other remedies provided for in this Warrant shall,
however, be cumulative and not exclusive and shall be in addition to any other
remedies that may be available under this Warrant.

Section 7.  NOTICES.

     Where this Warrant provides for notice of any event, such notice shall be
given (unless otherwise herein expressly provided) in writing and either (i)
delivered personally, (ii) sent by certified, registered or express mail,
postage prepaid (iii) telexed or sent by facsimile transmission, and shall be
deemed given when so delivered personally, telexed, sent by facsimile
transmission (confirmed in writing) or mailed. Notices shall be addressed, if to
Holder, to the address of Holder appearing in the registration books referred to
in Section 8 or, if to the Company, to its office maintained pursuant to Section
2.3.

Section 8.  SALE OF WARRANT OR SHARES.

     This Warrant shall be registered on the books of the Company, which shall
be kept by it at its principal office for that purpose and shall be transferable
only on said books by the registered Holder's duly authorized attorney upon
surrender of this Warrant properly endorsed.

Section 9.  NO DIVIDENDS OR VOTING RIGHTS.

     Unless and until exercised, no provision of this Warrant shall be construed
as conferring upon Holder the right to receive dividends or to vote as a
stockholder of the Company.

Section 10.  SURVIVAL.

     The provisions of Section 6 shall survive the termination or expiration of
this Warrant and shall continue to be effective with respect to Warrant Shares.

Section 11.  MISCELLANEOUS.

     This Warrant shall be binding upon the Company and Holder and their legal
representatives, successors and assigns. In case any provision of this Warrant
shall be invalid, illegal or unenforceable, or partially invalid, illegal or
unenforceable, the provision shall be enforced to the extent, if any, that it
may legally be enforced and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by a statement in writing signed by the party against which enforcement of
such change, waiver, discharge or termination is sought. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. This Warrant shall take effect as an instrument
under seal.

Section 12.  GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to
conflict of laws provisions thereof.




                                       8

<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as
an instrument under seal by a duly authorized officer and attested by its
Secretary or Assistant Secretary.


Dated as of _______________, 2002



                                        Robotic Vision Systems, Inc.



                                        By:
                                           -------------------------------------
                                           Name:
Attest:                                    Title:


------------------------------------
Name:
Title:


                                       9



<PAGE>


                                    EXHIBIT A


                           FORM OF NOTICE OF EXERCISE


                   (To be signed only on exercise of Warrant)


TO:
   ------------------------

   ------------------------

   ------------------------



     The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to receive thereunder ______* shares of
Common Stock of Robotic Vision Systems, Inc., and requests that the certificates
for such shares be issued in the name of ____________________, and delivered to
____________________________________________ whose address is
__________________________________________________.



Dated:
      -----------------------




                                         (Signature must conform in all respects
                                         to name of Holder as specified on the
                                         face of the Warrant)

                                         ---------------------------------------


                                         (Address)


                                         ---------------------------------------


*Insert here the number of shares of Common Stock as to which the Warrant is
being exercised.




                                      B-1



<PAGE>



                                    EXHIBIT B


                          FORM OF NOTICE OF CONVERSION


                   (To be executed upon conversion of Warrant)

     The undersigned hereby irrevocably elects to exercise the right,
represented by the Warrant delivered herewith, to convert ___________ shares
("CONVERTED SHARES") that may be purchased under the Warrant represented thereby
into _______ Warrant Shares* in accordance with the terms hereof and cash in the
amount of $________ in lieu of fractional shares, calculated as follows
(capitalized terms not defined in this notice are used as defined in the
Warrant):


     (______ Converted Shares x $_______ [Current Market Price Per share])
     (______ Converted Shares x Exercise Price [$______, as adjusted])
      = $_______ ["VALUE OF WARRANT TO BE CONVERTED"]

     $_______ [Value of Warrant to be Converted] / $_______ [Current Market
     Price Per Share] = ______ Warrant Shares and ._____ fractional share x
     $_______ [Current Market Price Per Share].


     The undersigned requests that a certificate for such Warrant Shares be
registered in the name of __________________________ whose address is
_______________________________ and that such certificate be delivered to
_________________ whose address is ________________________. If said number of
Warrant Shares is less than all of the Warrant Shares obtainable hereunder, the
undersigned requests that a new Warrant representing the remaining balance of
the Warrant Shares be registered in the name of ___________________________
whose address is _________________________________ and that such Warrant be
delivered to ___________________ whose address is ______________________.



Signature:



----------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant.)


Date:
     ------------------



*Consisting of _____ shares of Common Stock





                                      B-2