MANAGEMENT AGREEMENT

Exhibit 10.1

MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT (the “Agreement”) dated as of November 19, 2004 is made by and between Robotic Vision Systems, Inc. and Auto Image ID, Inc. (collectively the “Debtors”) and Marotta Gund Budd & Dzera, LLC (the “Manager”), a New Jersey limited liability corporation.

RECITALS

WHEREAS, the Debtors have filed petitions for the commencement of proceedings under chapter 11 of the U.S. Bankruptcy Code; and

WHEREAS, the Manager has substantial experience and expertise assisting Debtors in chapter 11 proceedings with the myriad of financial, operational, legal and other activities required to effectuate a swift and orderly recapitalization under chapter 11;

WHEREAS, the Debtors desire to engage Manager to provide various services to the Debtor in connection with their chapter 11 proceedings, and Manager desires to accept such engagement, all in accordance with the terms and conditions set forth more fully in this Agreement.

NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and for other good a valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree as follows:

1. Engagement. The Debtors hereby engage the Manager as an independent contractor to the Debtors, and the Manager hereby accepts such engagement, on the terms and conditions set forth in this Agreement subject only to Bankruptcy court approval. The Debtors are hereby acquiring from the Manager the services of J. Richard Budd III (“Budd”) and Fred Van Alstyne (“Van Alstyne”), as well as such additional professionals, including Stephen Marotta (“Marotta”) that may be subsequently identified, as set forth below. All compensation for the services and actions of Budd, Van Alstyne, and the Manager’s other professionals, including Marotta that may perform services on the Debtors’ behalf under this Agreement, will be paid by the Debtors directly to the Manager.

2. Duties.

(a) The Debtors represent to the Manager that the Debtors’ Boards of Directors (individually and collectively, the “Board”) have duly approved the retention of the Manager and approved the terms of this Agreement, including the appointment of Budd as the Chief Restructuring Officer (“CRO”) of the Debtors and Van Alstyne as the Chief Financial Officer. The Manager will assign (i) Budd to serve as CRO of the Debtors (ii) Van Alstyne to serve as CFO of the Debtors and (iii) Marotta to act in various managerial capacities as may be

necessary to support Budd and Van Alstyne in the performance of duties as CRO and CFO, and (iii) such additional personnel of the Manager to act in various managerial capacities as may be necessary to carry out the services required of the Manager under this Agreement.

(b) Subject to any delegation of authority issued by Pat V. Costa (the “CEO”) Chief Executive Officer of the debtors, Budd (in his role as Chief Restructuring Officer) and Van Alstyne (in his role as Chief Financial Officer) shall be authorized to make decisions with respect to delegated aspects of the management and operation of the Debtors’ business including, without limitation, organization, human resources, marketing, sales, logistics, finance, administration, and oversight of the Bankruptcy process (including, but not limited to, Bankruptcy court reporting requirements, filing of Statement of Affairs, Schedule of Assets and Liabilities, a Plan of Reorganization, Disclosure Statement, claims management, managing outside professionals and such other areas as they may identify), in such manner as Budd and Van Alstyne deems necessary or appropriate consistent with the business judgment rule, subject only to prior approvals and governance by the CEO and the Board in accordance with the Debtors’ charter, bylaws and legal obligations, and the Bankruptcy court. The Manager, as well as any individual thereof, including without limitation Budd, Van Alstyne, and Marotta, shall report to and serve at the pleasure of the CEO, who may suspend or terminate the Manager’s or any individual’s relationship with the Debtors for any reason.

(c) The Manager shall cause Budd and Van Alstyne to devote substantial business time to the performance of services for the Debtors hereunder on behalf of the Manager, and shall cause other professionals of the Manager, including Marotta to devote such time as may be necessary and appropriate for the performance of Manager’s obligations under this Agreement. However, there are no minimum hourly, daily or weekly time requirements.

(d) In undertaking to provide the services set forth herein, the Manager does not guarantee or otherwise provide any assurances that it will succeed in improving the Debtors’ operational and financial health and stability or that there will be a successful reorganization under the Chapter 11 proceeding. The Debtors’ obligation to pay the Manager’s compensation and reimbursement of expenses (as specified below under Section 4(a) and Section 4(b), respectively) shall not be conditioned upon any particular results being achieved by the Manager but only final Bankruptcy court approval at the conclusion of this engagement.

(e) In view of their current liquidity constraints as well as other pressures caused by their financial condition, the Debtors acknowledge that Budd and Van Alstyne, and the Manager’s other professionals, including Marotta, may be required to make decisions quickly with respect to extraordinary measures. Consequently, the depth of their analysis of the information on which their decisions will be based may be limited in some respects due to the availability of information, time constraints and other factors. Moreover, each of Budd and Van Alstyne, and the Manager’s other professionals, including Marotta shall be entitled, in performing their duties hereunder on behalf of the Manager, to rely on information disclosed or supplied to them by the Debtors’ officers, employees and representatives without verification or warranty of accuracy or validity, provided that any such reliance is premised on a good faith belief as to the accuracy or validity of such information after making such inquiries as are appropriate under the circumstances.

(f) Budd and Van Alstyne, and the Manager’s other professionals, including Marotta, shall keep the Debtors’ CEO, the Board and such other corporate officers of the Debtors as may be appropriate under the circumstances, fully apprised of their findings, plans and activities. The Company understands that Budd and Van Alstyne will communicate with the Debtors’ creditors and their respective professionals as to the status of operations and the Debtors’ restructuring plans.

3. Term. The term of the Manager’s engagement hereunder (the “Term”) shall commence on the date the Manager’s application for retention is approved, nunc pro tunc to the date of filing for protection under Chapter 11, if such approval is granted by the Bankruptcy Court, and shall continue from month-to-month thereafter until such time as a Plan of Reorganization is confirmed, unless earlier terminated as provided herein. This engagement may be terminated at any time by either the Debtors or the Manager upon providing 30 days prior written notice thereof to the other party. However, such termination shall not affect the Debtors’ obligation to pay the Manager for fees and expenses that have accrued prior to and through the termination date.

4. Compensation. The Manager’s compensation hereunder (the “Compensation”) shall consist of the following:

(a) Subject to the prior approval of the Bankruptcy Court, on November 22^nd a flat fee of One Hundred Thousand Dollars ($100,000.00) (the “First Months Services Fee”).

(b) Subject to the prior approval of the Bankruptcy Court, on December 16th a flat fee of One Hundred Fifty Thousand Dollars ($150,000.00) per month (the “Services Fee”), payable as set forth below, payable as set forth below, which amount shall be reviewed by the parties on a periodic basis, commencing not later than ninety (120) days following the effective date of this Agreement, to determine whether a downward adjustment of the