EXHIBIT 10.3


                                     WARRANT

                     To Subscribe for and Purchase Stock of

                           AVANTI OPTICS CORPORATION.


         THIS CERTIFIES THAT, for value received and subject to the terms and
provisions hereinafter set forth, CyberOptics Corporation (the "Purchaser"), or
registered assigns, is entitled to subscribe for and purchase from Avanti Optics
Corporation., a Delaware corporation (the "Company"), at any time from and after
the Initial Exercise Date (as hereinafter defined) to and including May 1, 2007,
a number of shares of the Company's Equity Securities (as hereinafter defined)
initially equal to the number of shares calculated as described in the
immediately following paragraph. This Warrant has been issued to Purchaser by
the Company in connection with the issuance by the Company to Purchaser of a
Secured Convertible Promissory Note of the Company, of even date herewith, in
the original principal amount of $1,500,000 (the "Note").

         The number of shares initially purchaseable under this Warrant (subject
to adjustment as noted below) shall be equal to 30% of the original principal
amount of the Note set forth in the immediately preceding paragraph divided by
the initial Warrant purchase price calculated as described in the immediately
following paragraph.

         This Warrant shall be for the purchase of shares of such Equity
Securities as are first offered and sold by the Company after the date of this
Warrant and shall entitle the holder of this Warrant to all of the rights under,
and to become a party to, any agreements between the Company and the purchasers
of such Equity Securities, including but not limited to, any rights with respect
to the registration of the Equity Securities or the common stock into which the
Equity Securities are convertible afforded to such purchasers (provided the
holder executes any such agreements in the same manner as the purchasers of such
Equity Securities); provided, however, that the holder may, by notifying the
Company at any time within 30 days of receipt of notice from the Company of any
subsequent sale of Equity Securities of the Company, elect to have this Warrant
become exercisable to purchase the Equity Securities sold by the Company in such
subsequent sale of its Equity Securities and to obtain the rights under and
become a party to any agreements relating to such subsequent sale of Equity
Securities; provided further that such right to elect to have this Warrant apply
to any such subsequent sale of Equity Securities shall expire 30 days after the
Company provides notice to the holder that it has offered and sold in an
offering generating $1,500,000 of gross proceeds to the Company, Equity
Securities representing indebtedness of the Company, or a series of Preferred
Stock of the Company, that is convertible into shares of Common Stock of the
Company, but only, in the case of Preferred Stock, if such series of Preferred
Stock ranks senior to the Company's Common Stock and senior to or on a parity
with the Company's Series A Convertible Preferred Stock upon liquidation of the
Company. The initial Warrant purchase price (subject to adjustment as noted
below) shall be equal to the per share sales price (prior to deduction of any
brokers', agents' and underwriters' commissions and fees) of such Equity
Securities in the sale referred to above. The term "Equity


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Securities" as used herein shall mean the Common Stock, or any security
convertible into or exercisable or representing the right to purchase the Common
Stock of the Company, but excluding any Common Stock issued (i) upon the
conversion of any of the Company's Preferred Stock outstanding on the date of
this Warrant or pursuant to any option or warrant outstanding on the date of
this Warrant, or (ii) to any director, officer, employee or independent
contractor of the Company in connection with the employment of or services
provided by any of the foregoing, or (iii) in connection with any joint venture,
partnering, licensing or other contractual relationship not involving the
provision of cash financing to the Company. TheInitial Exercise Date shall be
the date of the first sale of Equity Securities after the date of this Warrant..

         This Warrant is subject to the following provisions, terms and
conditions:

         1. The rights represented by this Warrant may be exercised by the
holder, in whole or in part by written notice of exercise in the form attached
hereto as Exhibit 1 delivered to the Company 10 days prior to the intended date
of exercise and by the surrender of this Warrant at the principal office of the
Company and upon payment to it by check in the amount of the purchase price for
such shares. The Company agrees that the shares so purchased shall be and are
deemed to be issued to the holder hereof as of the close of business on the date
on which this Warrant shall have been surrendered and payment made for such
shares as aforesaid. Subject to the provisions of the next succeeding sentence,
certificates for the shares of the stock so purchased shall be delivered to the
holder hereof within 15 days after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of shares, if any, with respect to which this Warrant
has not been exercised shall also be delivered to the holder hereof within such
time. Notwithstanding the foregoing, however, the Company shall not be required
to deliver any certificates for shares of stock except in accordance with the
provisions and subject to the limitations of paragraph 5 hereof and the
restrictive legend set forth below.

         2. The Company covenants and agrees that all shares that may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance,
be duly authorized and issued, fully paid and nonassessable. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized,
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant, a sufficient number of shares of
its Warrant Stock to provide for the exercise of this Warrant.

         3. The foregoing provisions are, however, subject to the following:

                  (a) The Warrant purchase price shall, from and after the
Initial Exercise Date, be subject to adjustment from time to time as hereinafter
provided. Upon each adjustment of the Warrant purchase price, the holder of this
Warrant shall thereafter be entitled to purchase, at the Warrant purchase price
resulting from such adjustment, the number of shares obtained by multiplying the
Warrant purchase price in effect immediately prior to such adjustment by the
number of shares purchasable pursuant hereto immediately prior to such
adjustment and dividing the product thereof by the Warrant purchase price
resulting from such adjustment.


                                      B-2
<PAGE>


                  (b) In case the Company shall at any time subdivide its
outstanding shares of Warrant Stock into a greater number of shares or declare a
dividend payable in the Warrant Stock, the Warrant purchase price in effect
immediately prior to such subdivision or dividend shall be proportionately
reduced, and conversely, in case the outstanding Warrant Stock of the Company
shall be combined into a smaller number of shares, the Warrant purchase price in
effect immediately prior to such combination shall be proportionately increased.

                  (c) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be effected in such a way that holders of the Warrant
Stock shall be entitled to receive stock, securities or assets ("Substituted
Property") with respect to or in exchange for such Warrant Stock, then, as a
condition of such reorganization, reclassification, consolidation, merger or
sale, the holder hereof shall have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in this Warrant and in lieu of
the shares of the Warrant Stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such Substituted
Property as would have been issued or delivered to the holder hereof if the
holder hereof had exercised this Warrant and had received upon exercise of this
Warrant the shares immediately prior to the effectiveness of such
reorganization, reclassification, consolidation, merger or sale. The Company
shall not effect any such consolidation, merger or sale, unless prior to the
consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and mailed to the holder
hereof at the last address of the holder appearing on the books of the Company,
the obligation to deliver to the holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, the holder hereof may be
entitled to purchase.

                  (d) If any other event occurs as to which in the opinion of
the Board of Directors of the Company the provisions of paragraph 3(b) or 3(c)
hereof are not strictly applicable or, if strictly applicable, would not be
adequate to protect the purchase rights of the holder of this Warrant or of
Warrant Stock in accordance with the essential intent and purposes of such
provisions, then the Board of Directors shall make an appropriate adjustment in
the application of such provisions, in accordance with such essential intent and
principles so as to protect such purchase rights as aforesaid.

                  (e) Upon any adjustment of the Warrant purchase price, the
Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed to the holder hereof at the address of the holder as shown on the
books of the Company, which notice shall state the Warrant purchase price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

         4. This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company.

         5. The holder hereof, by acceptance hereof, represents and warrants
that (a) it is acquiring this Warrant for its own account for investment
purposes only and not with a view to


                                      B-3
<PAGE>


its resale or distribution and (b) it has no present intention to resell or
otherwise dispose of all or any part of this Warrant. This Warrant has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
nor any state or foreign securities laws. As a result, neither this Warrant nor
the shares of Warrant Stock to be isssued upon exercise of this Warrant may be
offered for sale, sold, pledged, assigned or otherwise disposed of, and no
transfer of this Warrant or such shares will be made by the Company or its
transfer agent, without appropriate registration under the Securities Act and
any applicable state securities laws or an opinion of counsel acceptable to the
Company with respect to the availability of an exemption from such registration.
Further, other than pursuant to registration under the Securities Act and any
applicable state securities laws or an opinion of counsel acceptable to the
Company with respect to the availability of or an exemption from such
registration, the Company will not accept the exercise of this Warrant or issue
certificates for shares to be issued upon exercise of this Warrant. The Company
may also condition such issuance or sale, pledge, assignment or other
disposition on the receipt from the party to whom this Warrant is to be so
transferred or to whom any shares of Warrant Stock are to be issued or so
transferred of any representations and agreements requested by the Company in
order to permit such issuance or transfer to be made pursuant to exemptions from
registration under federal and applicable state securities laws. Each
certificate representing the Warrant (or any part thereof) and any shares of
Warrant Stock to be issued upon exercise of this Warrant shall be stamped with
appropriate legends setting forth these restrictions on transferability.

         6. The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, 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, but will at all times in good faith assist in the carrying out of all
such items and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder hereof against dilution
or other impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any shares of stock receivable on
the exercise of this Warrant above the amount payable therefor on such exercise,
and (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 stock on the exercise of this Warrant.

         7. In the event of:

                  (a) any taking by the Company of a record of the holders of
the Warrant Stock for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right; or

                  (b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to or
consolidation or merger of the Company with or into any other entity; or


                                      B-4
<PAGE>


                  (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

then and in each such event the Company will give notice to the holder hereof
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and (ii) the amount and character of
such dividend, distribution or right, and (iii) the date on which any such
reorganization, reclassification, capitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Warrant Stock (or
other securities) shall be entitled to exchange their shares of Warrant Stock
(or other securities) for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up. Such notice shall be given in
writing to the holder hereof at least 20 days in advance by personal delivery or
by certified or registered mail, return receipt requested, to the latest address
of the holder hereof as set forth in the Company records.

         8. No fractional shares of Warrant Stock shall be issued upon the
exercise of this Warrant, but, instead of any fraction of a share which would
otherwise be issuable, the Company shall pay a cash adjustment (which may be
effected as a reduction of the amount to be paid by the holder hereof upon such
exercise) in respect of such fraction in an amount equal to the same fraction of
the market price per share of Warrant Stock as of the close of business on the
date of the notice required by paragraph 1 above. "Market price" for purposes of
this paragraph 8 shall mean, if the Warrant Stock is traded on a securities
exchange or on the NASDAQ National Market, the closing price of the Warrant
Stock on such exchange or the NASDAQ National Market, or, if the Warrant Stock
is otherwise traded in the over-the-counter market, the closing bid price, in
each case averaged over a period of 20 consecutive business days prior to the
date as of which "market price" is being determined. If at any time the Warrant
Stock is not traded on an exchange or the NASDAQ National Market, or otherwise
traded in the over-the-counter market, the "market price" shall be deemed to be
fair market value thereof determined in good faith by the Board of Directors of
the Company as of a date which is within 15 days of the date as of which the
determination is to be made.

         9. (a) In addition to and without limiting the rights of the holder of
this Warrant under the terms of this Warrant, the holder of this Warrant shall
have the right (the "Conversion Right") to convert this Warrant or any portion
thereof into shares of Warrant Stock as provided in this paragraph 9 at any time
or from time to time from and after the Initial Exercise Date and prior to its
expiration, subject to the restrictions set forth in paragraph (c) below. Upon
exercise of the Conversion Right with respect to a particular number of shares
subject to this Warrant (the "Converted Warrant Shares"), the Company shall
deliver to the holder of this Warrant, without payment by the holder of any
exercise price or any cash or other consideration, that number of shares of
Warrant Stock equal to the quotient obtained by dividing the Net Value (as
hereinafter defined) of the Converted Warrant Shares by the fair market value
(as defined in paragraph (d) below) of a single share of Warrant Stock,
determined in each case as of the close of business on the Conversion Date (as
hereinafter defined). The "Net Value" of the Converted Warrant Shares shall be
determined by subtracting the aggregate Warrant purchase price of the Converted
Warrant Shares from the aggregate fair market value of the Converted Warrant
Shares. Notwithstanding anything in this paragraph 9 to the contrary, the
Conversion Right cannot be


                                      B-5
<PAGE>


exercised with respect to a number of Converted Warrant Shares having a Net
Value below $100. No fractional shares shall be issuable upon exercise of the
Conversion Right, and if the number of shares to be issued in accordance with
the foregoing formula is other than a whole number, the Company shall pay to the
holder of this Warrant an amount in cash equal to the fair market value of the
resulting fractional share.

                  (b) The Conversion Right may be exercised by the holder of
this Warrant by the surrender of this Warrant at the principal office of the
Company together with a written statement, substantially in the form attached
hereto as Exhibit 2, specifying that the holder thereby intends to exercise the
Conversion Right and indicating the number of shares subject to this Warrant
which are being surrendered (referred to in paragraph (a) above as the Converted
Warrant Shares) in exercise of the Conversion Right. Such conversion shall be
effective upon receipt by the Company of this Warrant together with the
aforesaid written statement, or on such later date as is specified therein (the
"Conversion Date"), but not later than the expiration date of this Warrant.
Certificates for the shares of Warrant Stock issuable upon exercise of the
Conversion Right, together with a check in payment of any fractional share and,
in the case of a partial exercise, a new Warrant evidencing the shares remaining
subject to this Warrant, shall be issued as of the Conversion Date and shall be
delivered to the holder of this Warrant within 15 days following the Conversion
Date.

                  (c) In the event the Conversion Right would, at any time this
Warrant remains outstanding, be deemed by the Company's independent certified
public accountants to give rise to a charge to the Company's earnings for
financial reporting purposes, then the Conversion Right shall automatically
terminate upon the Company's written notice to the holder of this Warrant of
such adverse accounting treatment.

                  (d) For purposes of this paragraph 9, the "fair market value"
of a share of Warrant Stock as of a particular date shall be its "market price",
calculated as described in paragraph 8 hereof.

         10. Notwithstanding any other provision of this Warrant, this Warrant
shall terminate and be of no further force or effect in the event that Avanti
pays the Holder the amounts set forth in Section 3 of the Note in connection
with a Disposition Transaction (as defined in the Note).

         11. This Warrant shall be transferable only on the books of the Company
by the holder hereof in person, or by duly authorized attorney, on surrender of
the Warrant, properly assigned.

         12. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought.

         13. All questions concerning this Warrant will be governed and
interpreted and enforced in accordance with the internal law of the State of
Minnesota.


                                      B-6
<PAGE>


         IN WlTNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and to be dated as of May 1, 2002.


                                                    AVANTI OPTICS CORPORATION.


                                                    By _________________________
                                                    Its  Chief Financial Officer


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES
WILL BE MADE BY THE COMPANY OR ITS TRANSFER AGENT IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.






                                      B-7
<PAGE>


                               NOTICE OF EXERCISE
                                  FOR WARRANTS

To:      AVANTI OPTICS CORPORATION.

         The undersigned hereby irrevocably elects to purchase ______________
shares of Warrant Stock of AVANTI OPTICS CORPORATION pursuant to the terms of
the attached Warrant, and tenders herewith payment of the purchase price of such
shares in full.

                  Please issue a certificate or certificates for the shares of
Warrant Stock in the name set forth below:


                                             ___________________________________

                                             ___________________________________
                                             Print Name(s), if joint

                                             ___________________________________
                                             Address

                                             ___________________________________
                                             City, State, Zip Code

                                             ___________________________________

                                             ___________________________________
                                             Taxpayer ID Number(s), if joint

                                             ___________________________________

                                             ___________________________________
                                             Social Security Number(s), if joint


         The undersigned represents that the aforesaid shares resulting from the
exercise of the Warrant are acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares.

Date: _________________________              ___________________________________

                                             ___________________________________
                                             Signature(s), if joint

* The signature on the Notice of Exercise must correspond to the name as written
upon the face of the Warrant in every particular without alteration or
enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, PLEASE indicate your position(s) and
title(s) with such entity.



                                      B-8
<PAGE>


                                CONVERSION NOTICE

               (To be signed upon exercise of Warrant pursuant to
                          Sections 9(a) through 9(d))

To:      AVANTI OPTICS CORPORATION.

         The undersigned hereby irrevocably elects to exercise the Conversion
Right provided in Sections 9(a) through 9(d) of the within Warrant for, and to
acquire thereunder, ________ shares of Warrant Stock. If said number of shares
shall not be all the shares purchasable under the within Warrant, a new Warrant
is to be issued in the name of said undersigned for the balance remaining of the
shares purchasable thereunder rounded up to the next higher number of shares.

         Please issue a certificate or certificates for the shares of Warrant
Stock in the name set forth below:



                                             ___________________________________

                                             ___________________________________
                                             Print Name(s), if joint

                                             ___________________________________
                                             Address

                                             ___________________________________
                                             City, State, Zip Code

                                             ___________________________________

                                             ___________________________________
                                             Taxpayer ID Number(s), if joint

                                             ___________________________________

                                             ___________________________________
                                             Social Security Number(s), if joint


         The undersigned represents that the aforesaid shares resulting from the
exercise of the Warrant are acquired for the account of the undersigned for
investment and not with a view to, or for resale in connection with, the
distribution thereof and that the undersigned has no present intention of
distributing or reselling such shares.

Date: _________________________              ___________________________________

                                             ___________________________________
                                             Signature(s), if joint

* The signature on the Conversion Notice must correspond to the name as written
upon the face of the Warrant in every particular without alteration or
enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, PLEASE indicate your position(s) and
title(s) with such entity.