EXHIBIT 10.22



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, 2007


      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, Barrington Research Associates,
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 $0.50 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, 2007 (the "Expiration Date"), good and
valid title to Two Hundred Thousand (200,000) 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, a retainer letter between the Company and the Purchaser dated June 2, 2003.

      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 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,


                                       2

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 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).

                                       3

Notwithstanding the foregoing, no adjustment pursuant to this Section 2.4(c)
shall be required in 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),


                                       4

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)   If the Company shall, after the original date of issuance of
this Warrant, pay any special dividends or make any distributions to
stockholders outside of the ordinary course of business in connection with the
sale after such date of its Semiconductor Equipment Group, whether in cash,
stock or property, the Exercise Price in effect immediately prior to the record
date fixed for determination of stockholders entitled to receive such dividend
or distribution shall be reduced proportionally by the value of such dividend or
distribution. To the extent that any such dividend or distribution would reduce
the Exercise Price below zero, then the Exercise Price shall be set at $0.01 per
share, and any amount of the dividend or distribution which would have been paid
with respect to each Warrant Share, had this Warrant been exercised in full
prior to each record date, in excess of the Exercise Price immediately prior to
such record date, less $0.01 shall be paid directly to Holder in cash.

            (h)   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.

            (i)   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.

            (j)   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.

                                       5

      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:

            (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:

                                       6

            (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 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.

      4.4.  The term "Securities Purchase Agreement" shall mean that certain
Securities Purchase Agreement, dated as of September 24, 2003, by and among the
Company and the purchasers named on Exhibit A thereto.


Section 5.  REPLACEMENT OF WARRANTS.

      5.1.  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.

      5.2.  This Warrant may be exchanged for one or more replacement Warrants
representing an equal aggregate number of Warrants having the same terms, by
surrendering it to the Company at its corporate office. Upon receipt of this
Warrant and satisfactory instructions for such exchange, the Company shall
execute, issue and deliver in exchange for this Warrant such new Warrant or
Warrants that the Holder making the exchange shall be entitled to receive.

                                       7

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.

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; ASSIGNMENT.

      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. The Purchaser has taken title to this Warrant for the benefit of
certain officers and employees of the Purchaser and not for its own account. The
Purchaser shall have the right to assign this Warrant to its officers, directors
and affiliates in accordance with instructions from the Board of Directors of
the Purchaser, subject to compliance with federal securities laws.

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

      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 and Chief Executive Officer


     /s/  Jeffrey P. Lucas
--------------------------------------------
Name:  Jeffrey P. Lucas
Title: Chief Financial Officer and Secretary

                                    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


                                    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