ELEVENTH
AMENDMENT TO

      CREDIT
AGREEMENT

       

      THIS
ELEVENTH AMENDMENT (“Amendment”) dated as of October 30, 2009 and effective as
of September 30, 2009, by and between Perceptron, Inc. (“Company”) and Comerica
Bank (“Bank”).

       

      RECITALS:

       

      A.          Company
and Bank entered into a Credit Agreement dated as of October 24, 2002, which was
amended by ten amendments (“Agreement”).

       

      B.           Company
and Bank desire to amend the Agreement as hereinafter set forth.

       

      NOW,
THEREFORE, the parties agree as follows:

       

      1.           The
following definitions in Section 1 of the Agreement are amended to read in their
entirety as follows:

       

      “‘Applicable
Commitment Fee’ shall mean 0.15% per annum.

       

      ‘Base
Tangible Net Worth’ shall initially mean $41,400,000. On the last day of each
fiscal quarter of Company (commencing December 31, 2009), Base Tangible Net
Worth shall increase by an amount equal to fifty percent (50%) of net income of
Company and its Consolidated Subsidiaries for the fiscal quarter then ended. If
net income is less than $0, it shall be treated as being $0 for purposes of this
calculation.

       

      ‘Revolving
Credit Maturity Date’ shall mean November 1, 2011.

       

      2.        
   Sections 2.1 through 2.4 and 2.6 of the Agreement are amended
to read as follows:

       

      “2.1         Bank
agrees to make Advances to Company at any time and from time to time from the
effective date hereof until the Revolving Credit Maturity Date, not to exceed
Six Million Dollars ($6,000,000) in aggregate principal amount at any one time
outstanding; provided that the aggregate outstanding amount of Advances, plus
the Letter of Credit Reserve, plus the Foreign Exchange Reserve shall never
exceed Six Million Dollars ($6,000,000). All of the Advances under this Section
2 shall be evidenced by the Revolving Credit Note under which Advances,
repayments and readvances may be made, subject to the terms and conditions of
this Agreement and the Revolving Credit Note.

       

      2.2           The
Revolving Credit Note shall mature on the Revolving Credit Maturity Date and
each Advance from time to time outstanding thereunder shall bear interest at its
Applicable Interest Rate. The amount and date of each Advance, its Applicable
Interest Rate, its Interest Period, if applicable, and the amount and date of
any repayment shall be noted on Bank’s records, which records will be conclusive
evidence thereof absent manifest error.

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      2.3           Company
may request an Advance under this Section 2 upon the delivery to Bank of a
request for advance as provided in the Revolving Credit Note, subject to the
following:

       

      
        	
                 
      

              	
                (a)

              	
                the
      principal amount of such Advance, plus the sum of the amount of all other
      outstanding Advances under this Section 2, and the Letter of Credit
      Reserve and the Foreign Exchange Reserve shall not exceed Six Million
      Dollars ($6,000,000);

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      Request for Advance, once delivered to Bank, shall not be revocable by
      Company.

              


      

       

      2.4           Company
may prepay all or part of the outstanding balance of the Advance(s) as provided
in, and subject to the terms of, the Revolving Credit Note.

       

      2.6           In
addition to Advances under the Revolving Credit Note to be provided to Company
by Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees
to issue, or commit to issue, from time to time, standby letters of credit for
the account of Company (herein individually called a “Letter of Credit” and
collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed
Five Hundred Thousand Dollars ($500,000) at any one time outstanding; provided,
however that the sum of the aggregate amount of Advances outstanding under the
Revolving Credit Note plus the Letter of Credit Reserve and the Foreign Exchange
Reserve shall not exceed Six Million Dollars ($6,000,000) at any one time; and
provided further that no Letter of Credit shall, by its terms, have an
expiration date which extends beyond the fifth (5th) Business Day before the
Revolving Credit Maturity Date or one (1) year after issuance, whichever first
occurs. In addition to the terms and conditions of this Agreement, the issuance
of any Letters of Credit shall also be subject to the terms and conditions of
any letter of credit applications and agreements executed and delivered by
Company to Bank with respect thereto. Company shall pay to Bank annually in
advance a per annum fee equal to the Applicable L/C Commission Rate of the
amount of each standby Letter of Credit. In addition, Company and Bank may from
time to time enter into foreign exchange agreements. The Foreign Exchange
Reserve shall be the amount determined by the Bank from time to time to be its
credit exposure to Company under foreign exchange transactions with
Company.”

       

      3.           Section
3 of the Agreement is amended to read as follows:

       

      “3.1         The
Revolving Credit Note and the Advances thereunder shall bear interest from the
date thereof on the unpaid principal balance thereof from time to time
outstanding as provided in the Revolving Credit Note. Interest shall be payable
as provided in the Revolving Credit Note.”

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      4.           Section
4 of the Agreement is amended to read as follows:

       

      “[Reserved].”

       

      5.           Exhibit
“B” to the Agreement is deleted and attached Exhibit “B” is substituted in its
place.

       

      6.           Company
hereby represents and warrants that, after giving effect to the amendments
contained herein, (a) execution, delivery and performance of this Amendment and
any other documents and instruments required under this Amendment or the
Agreement are within Company’s corporate powers, have been duly authorized, are
not in contravention of law or the terms of Company’s Articles of Incorporation
or Bylaws, and do not require the consent or approval of any governmental body,
agency, or authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the continuing representations and warranties
of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the
Agreement are true and correct on and as of the date hereof with the same force
and effect as made on and as of the date hereof; (c) the continuing
representations and warranties of Company set forth in Section 6.6 of the
Agreement are true and correct as of the date hereof with respect to the most
recent financial statements furnished to the Bank by Company in accordance with
Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the
Agreement) or condition or event which, with the giving of notice or the running
of time, or both, would constitute an Event of Default under the Agreement, as
hereby amended, has occurred and is continuing as of the date
hereof.

       

      7.           Except
as expressly provided herein, all of the terms and conditions of the Agreement
remain unchanged and in full force and effect.

       

      8.           This
Amendment shall be effective upon (a) execution of this Agreement by Company and
the Bank, (b) execution by Company of a replacement Revolving Credit Note in
form acceptable to Bank, and (c) execution by the Guarantor of the attached
Acknowledgment of Guarantor.

       

      IN
WITNESS the due execution hereof as of the day and year first above
written.

       

      
        
          	
                  COMERICA
      BANK

                	 
      	
                  PERCEPTRON,
      INC.

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                    /s/ Sarah E. Virga

                	 
      	
                  By:

                	
                    /s/ John H. Lowry,
    III

                
	 
      	 
      	 
      	 
      	 
      
	
                  Its:

                	
                    Vice President 

                	 
      	
                  Its:

                	
                    Vice President, Chief Financial
      Officer

                


        

      

       

      
        
           


        

        
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      ACKNOWLEDGMENT OF
GUARANTOR

       

      The
undersigned guarantor acknowledges and agrees to the foregoing Amendment and
confirms that the Guaranty dated October 24, 2002, executed and delivered by the
undersigned to the Bank remains in full force and effect in accordance with its
terms.

       

      
        
          	 
      	
                  PERCEPTRON
      GLOBAL, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ John H. Lowry, III

                
	 
      	 
      	 
      
	 
      	
                  Its:

                	
                  Vice President, Chief Financial
      Officer

                


        

      


      
        
           


        

        
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      EXHIBIT
“B”

      
        
          
            
              	
                          

                    	
                      Master Revolving
      Note 
      
                        LIBOR-based
      Rate/Prime Referenced Rate

                        
                          Maturity
      Date (Business and Commercial Loans
    Only)

                        

                      

                    


            

          

        

      

      


      
        
          	
                   AMOUNT

                   

                   $6,000,000

                	
                   NOTE
      DATE

                   

                   October
      30, 2009

                	
                   MATURITY
      DATE

                   

                   November
      1, 2011

                


        

      

      


      On or
before the Maturity Date set forth above, FOR VALUE RECEIVED, the undersigned
promise(s) to pay to the order of COMERICA BANK (herein called “Bank”), at any
office of the Bank in the State of Michigan, the principal sum of SIX MILLION
DOLLARS ($6,000,000), or so much of said sum as has been advanced and is then
outstanding under this Note, together with interest thereon as hereinafter set
forth.

       

      This Note
is a note under which advances, repayments and re-advances may be made from time
to time, subject to the terms and conditions of this Note. AT NO TIME SHALL THE BANK BE UNDER
ANY OBLIGATION TO MAKE ANY ADVANCES TO THE UNDERSIGNED PURSUANT TO THIS NOTE
(NOTWITHSTANDING ANYTHING EXPRESSED OR IMPLIED IN THIS NOTE OR ELSEWHERE TO THE
CONTRARY, INCLUDING, WITHOUT LIMIT, IF THE BANK SUPPLIES THE UNDERSIGNED WITH A
BORROWING FORMULA) FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
DEFAULT (OR EVENT WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME WOULD
CONSTITUTE A DEFAULT) HAS OCCURRED AND IS CONTINUING AND THE BANK, AT ANY TIME
AND FROM TIME TO TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
DEFAULT (OR EVENT WHICH WITH THE GIVING OF NOTICE OR THE PASSAGE OF TIME WOULD
CONSTITUTE A DEFAULT) HAS OCCURRED AND IS CONTINUING, WITHOUT NOTICE, AND IN ITS
SOLE DISCRETION, MAY REFUSE TO MAKE ADVANCES TO THE UNDERSIGNED WITHOUT
INCURRING ANY LIABILITY DUE TO THIS REFUSAL AND WITHOUT AFFECTING THE
UNDERSIGNED’S LIABILITY UNDER THIS NOTE FOR ANY AND  ALL AMOUNTS
ADVANCED.

       

      Subject
to the terms and conditions of this Note, each of the Advances made hereunder
shall bear interest at the LIBOR-based Rate plus the Applicable Margin or the
Prime Referenced Rate plus the Applicable Margin, as elected by the undersigned
or as otherwise determined under this Note; provided, however, undersigned may
only elect the Prime Referenced Rate if the LIBOR-based Rate is not available as
an Applicable Interest Rate under the terms of this Note.

       

      Accrued
and unpaid interest on the unpaid balance of each outstanding Advance hereunder
shall be payable monthly, in arrears, on the first Business Day of each month,
until maturity (whether as stated herein, by acceleration, or otherwise).
Interest accruing on the basis of the Prime Referenced Rate shall be computed on
the basis of a year of 360 days, and shall be assessed for the actual number of
days elapsed, and in such computation, effect shall be given to any change in
the Applicable Interest Rate as a result of any change in the Prime Referenced
Rate on the date of each such change.  Interest accruing on the basis
of the LIBOR-based Rate shall be computed on the basis of a 360 day year and
shall be assessed for the actual number of days elapsed from the first day of
the Interest Period applicable thereto but not including the last day
thereof.

       

      From and
after the occurrence of any Default hereunder, and so long as any such Default
remains unremedied or uncured thereafter, the Indebtedness outstanding under
this Note shall bear interest at a per annum rate of three percent (3%) above
the otherwise Applicable Interest Rate(s), which interest shall be payable upon
demand. In addition to the foregoing, a late payment charge equal to five
percent (5%) of each late payment hereunder may be charged on any payment not
received by Bank within ten (10) calendar days after the payment due date
therefor, but acceptance of payment of any such charge shall not constitute a
waiver of any Default hereunder.

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      In no
event shall the interest payable under this Note at any time exceed the maximum
rate permitted by law.

       

      The
amount and date of each Advance, its Applicable Interest Rate, its Interest
Period, if applicable, and the amount and date of any repayment shall be noted
on Bank's records, which records shall be conclusive evidence thereof, absent
manifest error; provided, however, any failure by Bank to make any such
notation, or any error in any such notation, shall not relieve the undersigned
of its/their obligations to repay Bank all amounts payable by the undersigned to
Bank under or pursuant to this Note, when due in accordance with the terms
hereof.

       

      The
undersigned may request an Advance hereunder, including the refunding of an
outstanding Advance as the same type of Advance or the conversion of an
outstanding Advance to another  type of Advance, upon the delivery to
Bank of a Request for Advance executed by the undersigned, subject to the
following: (a) no Default, or any condition or event which, with the giving of
notice or the running of time, or both, would constitute a Default, shall have
occurred and be continuing or exist under this Note; (b) each such Request for
Advance shall set forth the information required on the Request for Advance form
annexed hereto as Exhibit “A”; (c) each such Request for Advance shall be
delivered to Bank by 11:00 a.m. (Detroit, Michigan time) on the proposed date of
the requested Advance; (d) the principal amount of each LIBOR-based Advance
shall be at least Two Hundred Fifty Thousand Dollars ($250,000.00) (or such
lesser amount as is acceptable to Bank in its sole discretion); (e) the proposed
date of any refunding of any outstanding LIBOR-based Advance as another
LIBOR-based Advance or the conversion of any outstanding LIBOR-based Advance to
another type of Advance shall only be on the last day of the Interest Period
applicable to such outstanding LIBOR-based Advance; (f) after giving effect to
such Advance, the aggregate unpaid principal amount of Advances outstanding
under this Note shall not exceed the face amount of this Note; and (g) a Request
for Advance, once delivered to Bank, shall not be revocable by the
undersigned.

       

      Advances
hereunder may be requested in the undersigned's discretion by telephonic notice
to Bank.  Any Advance requested by telephonic notice shall be
confirmed by the undersigned that same day by submission to Bank, either by
first class mail, facsimile or other means of delivery acceptable to Bank, of
the written Request for Advance aforementioned. The undersigned acknowledge(s)
that if Bank makes an Advance based on a telephonic request, it shall be for the
undersigned's convenience and all risks involved in the use of such procedure
shall be borne by the undersigned, and the undersigned expressly agree(s) to
indemnify and hold Bank harmless therefor.  Bank shall have no duty to
confirm the authority of anyone requesting an Advance by telephone.

       

      If, as to
any outstanding LIBOR-based Advance, Bank shall not receive a timely Request for
Advance, or telephonic notice, in accordance with the foregoing requesting the
refunding or continuation of such Advance as another LIBOR-based Advance for a
specified Interest Period or the conversion of such Advance to a Prime-based
Advance, effective as of the last day of the Interest Period applicable to such
outstanding LIBOR-based Advance, and as of the last day of each succeeding
Interest Period, the principal amount of such Advance which is not then repaid
shall be automatically refunded or continued as a LIBOR-based Advance having an
Interest Period equal to the same period of time as the Interest Period then
ending for such outstanding LIBOR-based Advance, unless the undersigned is/are
not entitled to request LIBOR-based Advances hereunder or otherwise elect the
LIBOR-based Rate as the basis for the Applicable Interest Rate for the principal
Indebtedness outstanding hereunder in accordance with the terms of this Note, or
the LIBOR-based Rate is not otherwise available to the undersigned as the basis
for the Applicable Interest Rate hereunder for the principal Indebtedness
outstanding hereunder in accordance with the terms of this Note, in which case,
the Prime Referenced Rate plus the Applicable Margin shall be the Applicable
Interest Rate hereunder in respect of such Indebtedness for such period, subject
in all respects to the terms and conditions of this Note. The foregoing shall
not in any way whatsoever limit or otherwise affect any of Bank's rights or
remedies under this Note upon the occurrence of any Default hereunder, or any
condition or event which, with the giving of notice or the running of time, or
both, would constitute a Default.


      
        
           


        

        
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      Subject
to the definition of an “Interest Period” hereunder, in the event that any
payment under this Note becomes due and payable on any day which is not a
Business Day, the due date thereof shall be extended to the next succeeding
Business Day, and, to the extent applicable, interest shall continue to accrue
and be payable thereon during such extension at the rates set forth in this
Note.

       

      All
payments to be made by the undersigned to Bank under or pursuant to this Note
shall be in immediately available United States funds, without setoff or
counterclaim, and in the event that any payments submitted hereunder are in
funds not available until collected, said payments shall continue to bear
interest until collected.

       

      If the
undersigned make(s) any payment of principal with respect to any LIBOR-based
Advance on any day other than the last day of the Interest Period applicable
thereto (whether voluntarily, by acceleration, required payment or otherwise),
or if the undersigned fail(s) to borrow any LIBOR-based Advance after notice has
been given by the undersigned (or any of them) to Bank in accordance with the
terms of this Note requesting such Advance, or if the undersigned fail(s) to
make any payment of principal or interest in respect of a LIBOR-based Advance
when due, the undersigned shall reimburse Bank, on demand, for any resulting
loss, cost or expense incurred by Bank as a result thereof, including, without
limitation, any such loss, cost or expense incurred in obtaining, liquidating,
employing or redeploying deposits from third parties, whether or not Bank shall
have funded or committed to fund such Advance.  Such amount payable by
the undersigned to Bank may include, without limitation, an amount equal to the
excess, if any, of (a) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, refunded or converted, for the period
from the date of such prepayment or of such failure to borrow, refund or
convert, through the last day of the relevant Interest Period, at the applicable
rate of interest for said Advance(s) provided under this Note, over (b) the
amount of interest (as reasonably determined by Bank) which would have accrued
to Bank on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank eurodollar market.  Calculation of
any amounts payable to Bank under this paragraph shall be made as though Bank
shall have actually funded or committed to fund the relevant LIBOR-based Advance
through the purchase of an underlying deposit in an amount equal to the amount
of such Advance and having a maturity comparable to the relevant Interest
Period; provided, however, that Bank may fund any LIBOR-based Advance in any
manner it deems fit and the foregoing assumptions shall be utilized only for the
purpose of the calculation of amounts payable under this
paragraph.  Upon the written request of the undersigned, Bank shall
deliver to the undersigned a certificate setting forth the basis for determining
such losses, costs and expenses, which certificate shall be conclusively
presumed correct, absent manifest error. The undersigned may prepay all or part
of the outstanding balance of any Prime-based Advance under this Note or any
Indebtedness hereunder which is bearing interest based upon the Prime Referenced
Rate at any such time without premium or penalty. Any prepayment hereunder shall
also be accompanied by the payment of all accrued and unpaid interest on the
amount so prepaid.

       

      For any
LIBOR-based Advance, if Bank shall designate a LIBOR Lending Office which
maintains books separate from those of the rest of Bank, Bank shall have the
option of maintaining and carrying such Advance on the books of such LIBOR
Lending Office.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      If, at
any time, Bank determines that, (a) Bank is unable to determine or ascertain the
LIBOR-based Rate, or (b) by reason of circumstances affecting the foreign
exchange and interbank markets generally, deposits in eurodollars in the
applicable amounts or for the relative maturities are not being offered to Bank
for any applicable Advance or Interest Period, or (c) the LIBOR-based Rate plus
the Applicable Margin will not accurately or fairly cover or reflect the cost to
Bank of maintaining any of the Indebtedness under this Note based upon the
LIBOR-based Rate, then Bank shall forthwith give notice thereof to the
undersigned.  Thereafter, until Bank notifies the undersigned that
such conditions or circumstances no longer exist, the right of the undersigned
to request a LIBOR-based Advance and to convert an Advance to or refund an
Advance as a LIBOR-based Advance shall be suspended, and the Prime Referenced
Rate plus the Applicable Margin shall be the Applicable Interest Rate for all
Indebtedness hereunder during such period of time.

       

      If, after
the date hereof, the introduction of, or any change in, any applicable law, rule
or regulation or in the interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by Bank (or its LIBOR Lending Office) with any request or
directive (whether or not having the force of law) of any such authority, shall
make it unlawful or impossible for the Bank (or its LIBOR Lending Office) to
make or maintain any Advance with interest based upon the LIBOR-based Rate, Bank
shall forthwith give notice thereof to the undersigned.  Thereafter,
(a) until Bank notifies the undersigned that such conditions or circumstances no
longer exist,  the right of the undersigned to request a LIBOR-based
Advance and to convert an Advance to or refund an Advance as a LIBOR-based
Advance shall be suspended, and thereafter, the undersigned may select only the
Prime Referenced  Rate  plus the Applicable Margin as the
Applicable Interest Rate for the Indebtedness hereunder, and (b) if Bank may not
lawfully continue to maintain an outstanding LIBOR-based Advance to the end of
the then current Interest Period applicable thereto, the Prime
Referenced  Rate  plus the Applicable Margin shall be the
Applicable Interest Rate for the remainder of such Interest Period with respect
to such outstanding Advance.

       

      If the
adoption after the date hereof, or any change after the date hereof in, any
applicable law, rule or regulation (whether domestic or foreign) of any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by Bank (or its LIBOR
Lending Office) with any request or directive (whether or not having the force
of law) made by any such authority, central bank or comparable agency after the
date hereof: (a) shall subject Bank (or its LIBOR Lending Office) to any tax,
duty or other charge with respect to this Note or any Indebtedness hereunder, or
shall change the basis of taxation of payments to Bank (or its LIBOR Lending
Office) of the principal of or interest under this Note or any other amounts due
under this Note in respect thereof (except for changes in the rate of tax on the
overall net income of Bank or its LIBOR Lending Office imposed by the
jurisdiction in which Bank's principal executive office or LIBOR Lending Office
is located); or (b) shall impose, modify or deem applicable any reserve
(including, without limitation, any imposed by the Board of Governors of the
Federal Reserve System), special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by Bank (or its
LIBOR Lending Office), or shall impose on Bank (or its LIBOR Lending Office) or
the foreign exchange and interbank markets any other condition affecting this
Note or the Indebtedness hereunder; and the result of any of the foregoing is to
increase the cost to Bank of maintaining any part of the Indebtedness hereunder
or to reduce the amount of any sum received or receivable by Bank under this
Note by an amount deemed by the Bank to be material, then the undersigned shall
pay to Bank, within fifteen (15) days of the undersigned’s receipt of written
notice from Bank demanding such compensation, such additional amount or amounts
as will compensate Bank for such increased cost or reduction.  A
certificate of Bank, prepared in good faith and in reasonable detail by Bank and
submitted by Bank to the undersigned, setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be
conclusive and binding for all purposes, absent manifest error.


      
        
           


        

        
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      In the
event that any applicable law, treaty, rule or regulation (whether domestic or
foreign) now or hereafter in effect and whether or not presently applicable to
Bank, or any interpretation or administration thereof by any governmental
authority charged with the interpretation or administration thereof, or
compliance by Bank with any guideline, request or directive of any such
authority (whether or not having the force of law), including any risk-based
capital guidelines, affects or would affect the amount of capital required or
expected to be maintained by Bank (or any corporation controlling Bank), and
Bank determines that the amount of such capital is increased by or based upon
the existence of any obligations of Bank hereunder or the maintaining of any
Indebtedness hereunder, and such increase has the effect of reducing the rate of
return on Bank's (or such controlling corporation's) capital as a consequence of
such obligations or the maintaining of such Indebtedness hereunder to a level
below that which Bank (or such controlling corporation) could have achieved but
for such circumstances (taking into consideration its policies with respect to
capital adequacy), then the undersigned shall pay to Bank, within fifteen (15)
days of the undersigned's receipt of written notice from Bank demanding such
compensation, additional amounts as are sufficient to compensate Bank (or such
controlling corporation) for any increase in the amount of capital and reduced
rate of return which Bank reasonably determines to be allocable to the existence
of any obligations of the Bank hereunder or to maintaining any Indebtedness
hereunder.  A certificate of Bank as to the amount of such
compensation, prepared in good faith and in reasonable detail by the Bank and
submitted by Bank to the undersigned, shall be conclusive and binding for all
purposes absent manifest error.

       

      This Note
and any other indebtedness and liabilities of any kind of the undersigned (or
any of them) to the Bank, and any and all modifications, renewals or extensions
of it, whether joint or several, contingent or absolute, now existing or later
arising, and however evidenced and whether incurred voluntarily or
involuntarily, known or unknown, or originally payable to the Bank or to a third
party and subsequently acquired by Bank including, without limitation, any late
charges; loan fees or charges; overdraft indebtedness; costs incurred by Bank in
establishing, determining, continuing or defending the validity or priority of
any security interest, pledge or other lien or in pursuing any of its rights or
remedies under any loan document (or otherwise) or in connection with any
proceeding involving the Bank as a result of any financial accommodation to the
undersigned (or any of them); and reasonable costs and expenses of attorneys and
paralegals, whether inside or outside counsel is used, and whether any suit or
other action is instituted, and to court costs if suit or action is instituted,
and whether any such fees, costs or expenses are incurred at the trial court
level or on appeal, in bankruptcy, in administrative proceedings, in probate
proceedings or otherwise (collectively “Indebtedness”) are secured by and the
Bank is granted a security interest in and lien upon all items deposited in any
account of any of the undersigned with the Bank and by all proceeds of these
items (cash or otherwise), all account balances of any of the undersigned from
time to time with the Bank, by all property of any of the undersigned from time
to time in the possession of the Bank and by any other collateral, rights and
properties described in each and every deed of trust, mortgage, security
agreement, pledge, assignment and other security or collateral agreement which
has been, or will at any time(s) later be, executed by any (or all) of the
undersigned to or for the benefit of the Bank (collectively “Collateral”).
Notwithstanding the above, (i) to the extent that any portion of the
Indebtedness is a consumer loan, that portion shall not be secured by any deed
of trust or mortgage on or other security interest in any of the undersigned's
principal dwelling or in any of the undersigned's real property which is not a
purchase money security interest as to that portion, unless expressly provided
to the contrary in another place, or (ii) if the undersigned (or any of them)
has (have) given or give(s) Bank a deed of trust or mortgage covering California
real property, that deed of trust or mortgage shall not secure this Note or any
other indebtedness of the undersigned (or any of them), unless expressly
provided to the contrary in another place, or (iii) if the undersigned (or any
of them) has (have) given or give(s) the Bank a deed of trust or mortgage
covering real property which, under Texas law, constitutes the homestead of such
person, that deed of trust or mortgage shall not secure this Note or any other
indebtedness of the undersigned (or any of them) unless expressly provided to
the contrary in another place.


      
        
           


        

        
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      Upon the
occurrence of any Event of Default (under and as defined in the Credit
Agreement) (each a “Default”), Bank may, at its option and without prior notice
to the undersigned (or any of them), declare any or all of the Indebtedness to
be immediately due and payable (notwithstanding any provisions contained in the
evidence of it to the contrary), sell or liquidate all or any portion of the
Collateral, set off against the Indebtedness any amounts owing by the Bank to
the undersigned (or any of them), charge interest at the default rate provided
in the document evidencing the relevant Indebtedness and exercise any one or
more of the rights and remedies granted to the Bank by any agreement with the
undersigned (or any of them) or given to it under applicable law.

       

      The
undersigned authorize(s) the Bank to charge any account(s) of the undersigned
(or any of them) with the Bank for any and all sums due hereunder when due;
provided, however, that such authorization shall not affect any of the
undersigned’s obligation to pay to the Bank all amounts when due, whether or not
any such account balances that are maintained by the undersigned with the Bank
are insufficient to pay to the Bank  any amounts when due, and to the
extent that are insufficient to pay to the Bank all such amounts, the
undersigned shall remain liable for any deficiencies until paid in
full.

       

      If this
Note is signed by two or more parties (whether by all as makers or by one or
more as an accommodation party or otherwise), the obligations and undertakings
under this Note shall be that of all and any two or more jointly and also of
each severally. This Note shall bind the undersigned, and the undersigned's
respective heirs, personal representatives, successors and assigns.

       

      The
undersigned waive(s) presentment, demand, protest, notice of dishonor, notice of
demand or intent to demand, notice of acceleration or intent to accelerate, and
all other notices, and agree(s) that no extension or indulgence to the
undersigned (or any of them) or release, substitution or nonenforcement of any
security, or release or substitution of any of the undersigned, any guarantor or
any other party, whether with or without notice, shall affect the obligations of
any of the undersigned. The undersigned waive(s) all defenses or right to
discharge available under Section  3-605 of the Michigan Uniform
Commercial Code and waive(s) all other suretyship defenses or right to
discharge. The undersigned agree(s) that the Bank has the right to sell, assign,
or grant participations or any interest in, any or all of the Indebtedness, and
that, in connection with this right, but without limiting its ability to make
other disclosures to the full extent allowable, the Bank may disclose all
documents and information which the Bank now or later has relating to the
undersigned or the Indebtedness.  The undersigned agree(s) that the
Bank may provide information relating to this Note or relating to the
undersigned to the Bank's parent, affiliates, subsidiaries and service
providers.

       

      The
undersigned agree(s) to reimburse Bank, or any other holder or owner of this
Note, for any and all costs and expenses (including, without limit, court costs,
legal expenses and reasonable attorneys’ fees, whether inside or outside counsel
is used, whether or not suit is instituted, and, if suit is instituted, whether
at the trial court level, appellate level, in a bankruptcy, probate or
administrative proceeding or otherwise) incurred in collecting or attempting to
collect this Note or the Indebtedness or incurred in any other matter or
proceeding relating to this Note or the Indebtedness.

       

      The
undersigned acknowledge(s) and agree(s) that there are no contrary agreements,
oral or written, establishing a term of this Note and agree(s) that the terms
and conditions of this Note may not be amended, waived or modified except in a
writing signed by an officer of the Bank expressly stating that the writing
constitutes an amendment, waiver or modification of the terms of this Note. As
used in this Note, the word “undersigned” means, individually and collectively,
each maker, accommodation party, endorser and other party signing this Note in a
similar capacity. If any provision of this Note is unenforceable in whole or
part for any reason, the remaining provisions shall continue to be
effective. THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
MICHIGAN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

       

      For the
purposes of this Note, the following terms have the following
meanings:


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      “Advance”
means a borrowing requested by the undersigned and made by Bank under this Note,
including any refunding of an outstanding Advance as the same type of Advance or
the conversion of any such outstanding Advance to another type of Advance, and
shall include a LIBOR-based Advance and a Prime-based Advance.

       

      “Applicable
Interest Rate” means the LIBOR-based Rate plus the Applicable Margin or the
Prime Referenced Rate plus the Applicable Margin, as selected by the undersigned
from time to time or as otherwise determined in accordance with the terms and
conditions of this Note.

       

      “Applicable
Margin” means:

       

      
        	
                (a)

              	
                in
      respect of the LIBOR–based Rate, two and thirty five one hundredths
      percent (2.35%) per annum; and

              


      

       

      
        	
                (b)

              	
                in
      respect of the Prime Referenced Rate, zero percent (0%) per
      annum.

              


      

       

      “Business
Day” means any day, other than a Saturday, Sunday or any other day designated as
a holiday under Federal or applicable State statute or regulation, on which Bank
is open for all or substantially all of its domestic and international business
(including dealings in foreign exchange) in Detroit, Michigan, and, in respect
of notices and determinations relating to LIBOR-based Advances, the LIBOR-based
Rate and the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar
deposits are also carried on in the London interbank market and on which banks
are open for business in London, England.

       

      “Credit
Agreement” shall mean the Credit Agreement dated October 24, 2002 between
undersigned and Bank, as the same may be amended or modified from time to
time.

       

      “Daily
Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is
equal to the quotient of the following:

       

      
        	
                (a)

              	
                for
      any day, the per annum rate of interest determined on the basis of the
      rate for deposits in United States Dollars for a period equal to one (1)
      month appearing on Page BBAM of the Bloomberg Financial Markets
      Information Service as of 11:00 a.m. (Detroit, Michigan time) (or as soon
      thereafter as practical) on such day, or if such day is not a Business
      Day, on the immediately preceding Business Day.  In the event
      that such rate does not appear on Page BBAM of the Bloomberg Financial
      Markets Information Service (or otherwise on such Service) on any day, the
      “Daily Adjusting LIBOR Rate” for such day shall be determined by reference
      to such other publicly available service for displaying eurodollar rates
      as may be reasonably selected by Bank, or, in the absence of such other
      service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be
      determined based upon the average of the rates at which Bank is offered
      dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as
      soon thereafter as practical), on such day, or if such day is not a
      Business Day, on the immediately preceding Business Day, in the interbank
      eurodollar market in an amount comparable to the applicable principal
      amount of Indebtedness hereunder and for a period equal to one (1)
      month;

              


      

       

      divided
by

       

      
        	
                (b)

              	
                1.00
      minus the maximum rate (expressed as a decimal) on such day at which Bank
      is required to maintain reserves on “Euro-currency Liabilities” as defined
      in and pursuant to Regulation D of the Board of Governors of the Federal
      Reserve System or, if such regulation or definition is modified, and as
      long as Bank is required to maintain reserves against a category of
      liabilities which includes eurodollar deposits or includes a category of
      assets which includes eurodollar loans, the rate at which such reserves
      are required to be maintained on such
category.

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      “Interest
Period” means, with respect to a LIBOR-based Advance, a period of one (1) month,
two (2) months, or three (3) months, as selected by the undersigned (and which
period is acceptable to Bank in its sole discretion), or as otherwise determined
pursuant to and in accordance with the terms of this Note, commencing on the day
a LIBOR-based Advance is made or the day an Advance is converted to a
LIBOR-based Advance or the day an outstanding LIBOR-based Advance is refunded or
continued as another LIBOR-based Advance for an applicable Interest Period,
provided that any Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next succeeding Business Day, except
that if the next succeeding Business Day falls in another calendar month, the
Interest Period shall end on the next preceding Business Day, and when an
Interest Period begins on a day which has no numerically corresponding day in
the calendar month during which such Interest Period is to end, it shall end on
the last Business Day of such calendar month. In the event that any LIBOR-based
Advance is at any time refunded or continued as another LIBOR-based Advance for
an additional Interest Period, such Interest Period shall commence on the last
day of the preceding Interest Period then ending.

       

      “LIBOR-based
Advance” means an Advance which bears interest at the LIBOR-based Rate plus the
Applicable Margin.

       

      “LIBOR-based
Rate” means a per annum interest rate which is equal to the quotient of the
following:

       

      
        	
                (a)

              	
                the
      LIBOR Rate;

              


      

       

      divided
by

       

      
        	
                (b)

              	
                1.00
      minus the maximum rate (expressed as a decimal) during such Interest
      Period at which Bank is required to maintain reserves on “Euro-currency
      Liabilities” as defined in and pursuant to Regulation D of the Board of
      Governors of the Federal Reserve System or, if such regulation or
      definition is modified, and as long as Bank is required to maintain
      reserves against a category of liabilities which includes eurodollar
      deposits or includes a category of assets which includes eurodollar loans,
      the rate at which such reserves are required to be maintained on such
      category.

              


      

       

      “LIBOR
Lending Office” means Bank's office located in the Cayman Islands, British West
Indies, or such other branch of Bank, domestic or foreign, as it may hereafter
designate as its LIBOR Lending Office by notice to the undersigned.

       

      “LIBOR
Rate” means, with respect to any Indebtedness outstanding under this Note
bearing interest on the basis of  the LIBOR-based Rate, the per annum
rate of interest determined on the basis of the rate for deposits in United
States Dollars for a period equal to the relevant Interest Period for such
Indebtedness, commencing on the first day of such Interest Period, appearing on
Page BBAM of the Bloomberg Financial Markets Information Service as of 11:00
a.m. (Detroit, Michigan time) (or as soon thereafter as practical), two (2)
Business Days prior to the first day of such Interest Period.  In the
event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information Service (or otherwise on such Service), the “LIBOR Rate”
shall be determined by reference to such other publicly available service for
displaying eurodollar rates as may be reasonably selected by Bank, or, in the
absence of such other service, the “LIBOR Rate” shall, instead, be determined
based upon the average of the rates at which Bank is offered dollar deposits at
or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as
practical), two (2) Business Days prior to the first day of such Interest Period
in the interbank eurodollar market in an amount comparable to the principal
amount of the respective LIBOR-based Advance which is to bear interest on the
basis of such LIBOR-based Rate and for a period equal to the relevant Interest
Period.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      “Prime
Rate” means the per annum interest rate established by Bank as its prime rate
for its borrowers, as such rate may vary from time to time, which rate is not
necessarily the lowest rate on loans made by Bank at any such time.

       

      “Prime-based
Advance” means an Advance which bears interest at the Prime Referenced Rate plus
the Applicable Margin.

       

      “Prime
Referenced Rate” means, for any day, a per annum interest rate which is equal to
the Prime Rate in effect on such day, but in no event and at no time shall the
Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for
such day plus two and one-half percent (2.50%) per annum. If, at any time, Bank
determines that it is unable to determine or ascertain the Daily Adjusting LIBOR
Rate for any day, the Prime Referenced Rate for each such day shall be the Prime
Rate in effect at such time, but not less than two and one-half percent (2.50%)
per annum.

       

      “Request
for Advance” means a Request for Advance issued by the undersigned under this
Note in the form annexed to this Note as Exhibit “A”.

       

      No delay
or failure of Bank in exercising any right, power or privilege hereunder shall
affect such right, power or privilege, nor shall any single or partial exercise
thereof preclude any further exercise thereof, or the exercise of any other
power, right or privilege.  The rights of Bank under this Note are
cumulative and not exclusive of any right or remedies which Bank would otherwise
have, whether by other instruments or by law.

       

      THE
MAXIMUM INTEREST RATE SHALL NOT EXCEED 25% PER ANNUM OR THE HIGHEST APPLICABLE
USURY CEILING, WHICHEVER IS LESS.

       

      THE
UNDERSIGNED AND BANK, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGE THAT THE RIGHT TO
TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN
CIRCUMSTANCES.  TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER
CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR
CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY
RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE
INDEBTEDNESS.

       

      This
Note amends and restates that certain Revolving Credit Note dated as of December
20, 2007, made in the principal amount of Six Million Dollars ($6,000,000) by
the undersigned payable to Bank (the “Prior Note”); provided, however, (i) the
execution and delivery by the undersigned of this Note shall not, in any manner
or circumstance, be deemed to be a payment of, a novation of or to have
terminated, extinguished or discharged any of the undersigned’s indebtedness
evidenced by the Prior Note, all of which indebtedness shall continue
under and shall hereinafter be evidenced and governed by this Note, and (ii) all
collateral and guaranties securing or supporting the Prior Note shall continue
to secure and support this Note.

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                	 
      	
                        PERCEPTRON, INC.

                      
	 
      	
                        OBLIGOR
      NAME TYPED/PRINTED

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        John H. Lowry, III

                      
	 
      	 
      	
                        SIGNATURE
      OF

                      
	 
      	 
      	 
      
	 
      	
                        Its:

                      	
                        Vice President, Chief Financial
      Officer

                      
	 
      	 
      	
                        TITLE

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	  
      
	 
      	 
      	
                        SIGNATURE
      OF

                      
	 
      	 
      	 
      
	 
      	
                        Its:

                      	  
      
	 
      	 
      	
                        TITLE

                      


              

            

          

        

      

      


      
        	
                47827 Halyard Dr.

              	
                Plymouth

              	
                Michigan

              	
                48170

              
	
                STREET
      ADDRESS

              	
                CITY

              	
                STATE

              	
                ZIP

              


      

      


      
        
          	
                  For
      Bank Use Only

                      

                	 
      
	
                   LOAN
      OFFICER INITIALS

                   

                	
                   LOAN
      GROUP NAME

                   

                	
                   OBLIGOR
      NAME

                   Perceptron,
      Inc.

                
	
                   LOAN
      OFFICER ID. NO.

                   

                	
                   LOAN
      GROUP NO.

                   

                	
                   OBLIGOR
      NO.

                   

                	
                   NOTE
      NO.

                   

                	
                   AMOUNT

                   $6,000,000

                


        

      

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      EXHIBIT
"A"

       

      REQUEST
FOR ADVANCE

       

      The
undersigned hereby request(s) COMERICA BANK ("Bank") to make a_________________*
Advance to the undersigned on ______________, _____, in the amount of
__________________________ Dollars ($_____) under the Master Revolving Note
dated as of October __, 2009, issued by the undersigned to said Bank in the face
amount of Six Million Dollars ($6,000,000) (the "Note").  The Interest
Period for the requested Advance, if applicable, shall
be _______________________ (____)** month(s).  In the
event that any part of the Advance requested hereby constitutes the refunding or
conversion of an outstanding Advance, the amount to be refunded or converted
is _________________________________ Dollars ($_____), and the last day of
the Interest Period for the amounts being converted or refunded hereunder, if
applicable, is ___________________, _____.

       

      The
undersigned represent(s), warrant(s) and certify(ies) that no Default, or any
condition or event which, with the giving of notice or the running of time, or
both, would constitute a Default, has occurred and is continuing under the Note,
and none will exist upon the making of the Advance requested
hereunder.  The undersigned further certify(ies) that upon advancing
the sum requested hereunder, the aggregate principal amount outstanding under
the Note will not exceed the face amount thereof.  If the amount
advanced to the undersigned under the Note shall at any time exceed the face
amount thereof, the undersigned will immediately pay such excess amount, without
any necessity of notice or demand.

       

      The
undersigned hereby authorize(s) Bank to disburse the proceeds of the Advance
being requested by this Request for Advance by crediting the account of the
undersigned with Bank separately designated by the undersigned or as the
undersigned may otherwise direct, unless this Request for Advance is being
submitted for a conversion or refunding of all or any part of any outstanding
Advance(s), in which case, such proceeds shall be deemed to be utilized, to the
extent necessary, to refund or convert that portion stated above of the existing
outstandings under such Advance(s).

       

      Capitalized
terms used but not otherwise defined herein shall have the respective meanings
given to them in the Note.

       

      Dated
this ____ day of  ___________________________,_____.

       

      
        
          
            
              	
                      PERCEPTRON,
      INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	 
      
	
                      Its:

                    	  
      


            

          

        

      

      
         

        
          

        

        
          * Insert,
as applicable, “LIBOR-based” or “Prime Referenced
Rate”.

        

      

        
        
          ** For a
LIBOR-based Advance, insert the applicable Interest Period (i.e., “one (1)”,
“two (2)” or “three (3)” months).