CYBEROPTICS CORPORATION

                   INDEPENDENT CONTRACTOR - SERVICES AGREEMENT





         This Independent Contractor - Services Agreement (`Agreement") is made

and entered into this 13th day of October 2002 ("Effective Date") by and between

CyberOptics Corporation, having a principal place of business at 5900 Golden

Hills Drive, Golden Valley, Minnesota 55416 U.S.A. ("CyberOptics") and Steven M.

Quist, having a principal place of business at 10565 Estate Drive, Eden Prairie,

MN, 55347 U.S.A. ("Contractor").





                                    RECITALS



         WHEREAS, CyberOptics requires services to address particular business

needs of CyberOptics; and



         WHEREAS, Contractor has expertise in certain services required by

CyberOptics and is willing to provide such services.



         NOW, THEREFORE, in consideration of the foregoing premises and the

mutual promises more particularly set forth hereinafter, the above parties,

intending to be legally bound, agree as follows:



1. DEFINITIONS. As used in this Agreement, the following terms shall have the

following meanings:



         1.1. "Contractor Personnel" shall mean the employees, contractors,

agents, representatives and/or other persons utilized by Contractor to provide

the Services.



         1.2.     "Intellectual Property Rights" shall mean any and all patents,

                  copyrights, trade marks, trade secrets and other intellectual

                  or proprietary rights, and any and all right, title and

                  interest in any of the foregoing.



         1.3.     "Inventions" shall mean any and all improvements, inventions,

                  discoveries, designs and/or implementations, whether or not

                  patentable, created, conceived or first reduced to practice in

                  the performance of this Agreement, and including any

                  Intellectual Property Rights therein.



         1.4.     "Reimbursable Expenses" shall mean any direct, reasonable,

                  verifiable expenses incurred by Contractor related solely to

                  providing the Services for CyberOptics under this Agreement,

                  and which have been pre-approved in writing by CyberOptics.



         1.5.     "Services" shall mean any and all services provided by

                  Contractor and Contractor Personnel to CyberOptics, including,

                  without limitation, any and all materials, documentation,

                  drawings, designs, products, deliverables and/or other items

                  that Contractor provides to CyberOptics as part of such

                  services. The parties will describe the Services in as much

                  detail as is reasonably possible and set forth such in

                  Attachment A to this Agreement ("Statement of Work");

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