ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is made this 20th day

of October, 2003, by and among the following parties:



         I.       ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the

                  "Seller"); and



         II.      INTERNATIONAL PRODUCT TECHNOLOGY, INC., a Wisconsin

                  corporation (the "Buyer").



                                    RECITALS:



         A. The Seller is the successor in merger to Systemation Engineered

Products, Inc., a Wisconsin corporation ("Systemation").



         B. Seller is engaged, through a division of Seller (the "Systemation

Division"), in the design, manufacture, sales, marketing, distribution, and

support of certain media transfer equipment and camera based automatic vision

system products (such activities, as currently carried on by the Systemation

Division, being hereinafter collectively referred to as the "Systemation

Business").



         C. The Seller and the Buyer desire to enter into a definitive agreement

with respect to the sale and purchase the Systemation Business and certain

related assets which are owned by the Seller, all on the terms and conditions

set forth herein.



         NOW, THEREFORE, in consideration of the mutual covenants and

obligations of the parties, and subject to the terms and conditions set forth in

this Agreement, the parties agree as follows:



                                    ARTICLE 1



                                   DEFINITIONS



         "Agreement": this Purchase and Sale Agreement, together with the

Schedules and Exhibits hereto, as the same shall be amended from time to time in

accordance with the terms hereof.



         "Assumed Warranties": the warranty liabilities and obligations

associated with the equipment model and serial numbers and/or order numbers

identified on SCHEDULE 2.1(B) and assumed by Buyer pursuant to Section 2.1(b)

and no others.



         "AVS Products": all Automatic Vision System products and associated

Intellectual Property developed, used or sold by Systemation and/or the

Systemation Division of Seller, a definition of which includes, but is not

limited to, products with the model numbers AVS-2000 / 3000 / 4000 / 4000 HR /

BSI.



         "Bill of Sale": the Bill of Sale with warranties complying with this

Agreement in the form of EXHIBIT A attached hereto and dated the Closing Date.



         "Closing": the conference to be held on the Closing Date at 10:00 a.m.

at the offices of Meissner Tierney Fisher & Nichols S.C., 111 East Kilbourn

Avenue, 19th Floor, Milwaukee, Wisconsin, or such



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other time and place mutually agreeable to the parties, at which the

transactions contemplated by this Agreement shall be consummated.



         "Closing Date": the date first set forth above, or such other date as

to which the parties shall mutually agree.



         "Code": the Internal Revenue Code of 1986, as amended, and the

regulations promulgated thereunder.



         "Effective Time of Closing": 12:01 a.m. Central Time on the Closing

Date.



         "Governmental Authority": any nation or government, any state or other

political subdivision thereof, any entity exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to government,

including, without limitation, any government authority, agency, department,

board, commission or instrumentality of the United States, any State of the

United States or any political subdivision thereof, and any tribunal or

arbitrator(s) of competent jurisdiction, and any self-regulatory organization.



         "Intellectual Property": all of the following assets which are owned by

Seller and primarily related to or necessary for the conduct of the Systemation

Business: any and all United States (federal or state) and foreign: (a) patents

(including design patents, industrial designs and utility models) and patent

applications (including docketed patent disclosures awaiting filing, reissues,

divisions, continuations-in-part and extensions), patent disclosures awaiting

filing determination, inventions and improvements thereto, including, but not

limited to, the patents and patent applications identified in EXHIBIT C hereto;

(b) trademarks, service marks, trade names, trade dress, logos, business and

product names, slogans, and registrations and applications for registration

thereof, including the term "Systemation", but not including the terms "RVSI" or

"Robotic Vision Systems"; (c) copyrights (including software) and registrations

thereof, (d) inventions, processes, designs, formulae, trade secrets, know-how,

industrial models, confidential and technical information, manufacturing,

engineering and technical drawings, product specifications and confidential

business information (including customer lists); (e) intellectual property

rights similar to any of the foregoing; and (f) copies and tangible embodiments

of the foregoing (in whatever form or medium, including electronic media).



         "Knowledge": with respect to Seller, the actual knowledge, after due

inquiry, of the following officers and/or employees of Seller: Pat Costa, Earl

Rideout, Frank Jacovino, Wendy Sangesland, Ron Palamar, Kathy Alimena, David

Rideout, Howard Stern, Pat Jennison, Robert Michaels, Michael Gray and Dee

Suraci.



         "Law": all provisions of any federal, state, foreign, local or other

law, ordinance, rule, regulation, or governmental requirement or restriction of

any kind, including any rules, regulations, and orders promulgated thereunder,

and any final orders, decrees, consents, or judgments of any regulatory agency

or court.



         "Lien" with respect to any asset: any mortgage, pledge, lien, charge,

claim, restriction, reservation, condition, easement, covenant, lease,

encroachment, title defect, imposition, security interest, inchoate lien, or

other encumbrance of any kind and the interest of a vendor or lessor under any

conditional sale agreement, financing lease or other title retention agreement

related to such asset.



         "Material Adverse Effect": the result of one or more events, changes or

effects in respect of any party which, individually or in the aggregate, would

reasonably be expected to have a material adverse



                                  PAGE 2 OF 19

<PAGE>

effect on the business, operations, assets, or financial condition of such party

and its subsidiaries, if any, taken as a whole.



         "Product Liability Matters": any and all product recalls, and

liabilities or obligations or damages of any kind for death, disease, or injury

to persons, business or property relating to products designed, manufactured,

distributed, marketed, sold or shipped by Seller in connection with the

Systemation Business prior to the Effective Time of Closing, whether known or

unknown, absolute, accrued, contingent or otherwise and whether due or to become

due.



         "Product Warranty Claims": all product warranty claims (other than

Product Liability Matters) for any products manufactured, distributed, marketed,

sold or shipped by Seller in connection with the Systemation Business prior to

the Effective Time of Closing, whether known or unknown, absolute, accrued,

contingent or otherwise and whether due or to become due.



         "Purchased Assets": the Intellectual Property, the Trade Products, the

AVS Products and the Purchased Inventory.



         "Purchased Inventory": the Seller's stock and/or assets of spare parts,

work in process and finished goods listed on EXHIBIT D hereto.



         "Reserve Inventory": the Seller's stock of spare parts, work in process

and finished goods listed on EXHIBIT B hereto which are subject to purchase by

the Buyer pursuant to Section 2.6 hereof.



         "Retained Liabilities": all obligations and liabilities of Seller and

all obligations and liabilities arising out of the operation of the Systemation

Business or ownership or possession of the Purchased Assets prior to the

Effective Time of Closing, except only the Assumed Warranties.



         "Systemation Business": the Systemation Business as defined in the

Recitals hereof, including, but not limited to, the exclusive right to

manufacture, sell and otherwise exploit for commercial purposes the Trade

Products, the AVS Products and the components and spare parts incorporated

therein or associated therewith; provided, however, that the Systemation

Business does not include the design, manufacture or sale of the products set

forth on EXHIBIT E hereto.



         "Tax": any federal, state, provincial, local, foreign or other income,

alternative, minimum, accumulated earnings, personal holding company, franchise,

capital stock, net worth, capital, profits, windfall profits, gross receipts,

value added, sales, use, goods and services, excise, customs duties, transfer,

conveyance, mortgage, registration, stamp, documentary, recording, premium,

severance, environmental (including taxes under Section 59A of the Code), real

property, personal property, ad valorem, intangibles, rent, occupancy, license,

occupational, employment, unemployment insurance, social security, disability,

workers' compensation, payroll, health care, withholding, estimated or other

similar tax, duty or other governmental charge or assessment or deficiencies

thereof (including all interest and penalties thereon and additions thereto

whether disputed or not).



         "Trade Products": all equipment models, modules, options, tooling,

upgrades and associated Intellectual Property developed by Systemation and or

the Systemation Division of Seller. A definition of which includes, but is not

limited to products with model numbers MT-30; TP-150; ST-50; ST-60P6/P7/-3/68;

ST-/480/485/485T/485TO; SV-450/520; ST-490/495; ST-595-1/-2; ST-585/585LC/588LC;

CST-90.





                                  PAGE 3 OF 19

<PAGE>

                                    ARTICLE 2



                     PURCHASE AND SALE OF PURCHASED ASSETS;

                                OTHER AGREEMENTS



         2.1 Purchase and Sale. At the Closing, and upon all of the terms and

subject to all of the conditions of this Agreement:



                           (a) Seller shall sell, assign, convey, and deliver to

         Buyer, and Buyer shall purchase and accept from Seller, the Purchased

         Assets free and clear of all Liens.



                           (b) Buyer shall assume and agree to perform in

         accordance with and be bound by all of the covenants, terms, and

         obligations under the Assumed Warranties set forth on SCHEDULE 2.1(B).

         Except as otherwise specifically provided for herein, Buyer is not

         assuming any liabilities or obligations of Seller, and Seller shall

         promptly satisfy all of the Retained Liabilities.



         2.2 Price.



                  The purchase price of the Purchased Assets shall be Three

Million Seven Hundred Twenty Thousand Eighty Eight and Eighty Four Hundredths

Dollars ($3,720,088.84), payable as follows:



                  (a) Cash at Closing. Thirty Nine Thousand Five Hundred Seventy

Four and Twenty Eight Hundredths Dollars ($39,574.28) in cash or its equivalent

payable at the Closing (as hereinafter defined); and



                  (b) Promissory Note. At the Closing, Buyer shall execute and

deliver to Seller a promissory note (the "Note") in substantially the form

attached hereto as EXHIBIT F, for the principal amount of Three Million Six

Hundred Twenty Nine Thousand Eight Hundred and Ninety Two Dollars

($3,629,892.00).

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