<PAGE>

                                  EXHIBIT 10.21

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 September 26, 2008

         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, _______________ (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 $0.61 per
share (the "Exercise Price"), at any time or from time to time beginning six
months after the date hereof and prior to 5:00 P.M., New York City time, on
September 26, 2008 (the "Expiration Date"), good and valid title to
_______________ (_____) 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 Securities Purchase Agreement, dated as of September 26,
2003, by and among the Company and the purchasers named on Exhibit A thereto
(the "Securities Purchase Agreement").

         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. Subject to Section 10, this Warrant may be converted
or exercised by Holder, in whole or in part, at any time and from time to time
beginning six months 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 beginning six
months after the date hereof and prior to 5:00 p.m. New

<PAGE>

York City time on the Expiration Date (the "Conversion Right"), into Warrant
Shares, by surrendering this Warrant to the Company accompanied by a 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
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 Securities
Purchase Agreement. 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. 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,

                                        2
<PAGE>

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 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 486 Amherst Street, Nashua, New Hampshire 03063, 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 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). Notwithstanding the foregoing, no adjustment pursuant to this
Section 2.4(c) shall be required in

                                        3
<PAGE>

connection with the issuance of (w) the issuance prior to the first anniversary
of the Closing of an aggregate of 2,000,000 shares of Common Stock, less the
number of shares issued pursuant to Section 2.3 of the Securities Purchase
Agreement, (x) any shares sold or warrants issued in connection with the
refinancing or replacement of the Company's credit line with PNC Bank, National
Association, (y) any shares issued upon the exercise of any outstanding stock
options, warrants or other convertible securities, or (z) any shares issued in
connection with the satisfaction of trade debt of the Company.

                  (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 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 $.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

                                        4
<PAGE>

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 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
D.

         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.

Section 3.        NOTICE OF CERTAIN EVENTS.

     If at any time:

                                        5
<PAGE>

                  (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.

         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,

                                        6
<PAGE>

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 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), 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
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.

                                        7
<PAGE>

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 September 26, 2003

                          Robotic Vision Systems, Inc.

                          By:    /s/ Pat V. Costa
                             ------------------------------------------
                             Name:  Pat V. Costa
Attest:                      Title: President

    /s/ Ira  Roxland
----------------------------------
Name:  Ira Roxland
Title: Assistant Secretary

<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.

                                      A-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-1