Exhibit
      10.1

    


    SEVENTH
      AMENDMENT TO

    CREDIT
      AGREEMENT

    


    THIS
      SEVENTH AMENDMENT ("Amendment") dated as of November 20, 2006, by and between
      Perceptron, Inc. ("Company") and Comerica Bank, a Michigan banking corporation
      ("Bank"). 

    


    RECITALS:

    


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

    


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

    


    NOW,
      THEREFORE, the parties agree as follows: 

    


    1.    
      Section
      8.1 of the Agreement is amended to read in its entirety as follows:


    


    "Purchase,
      acquire or redeem any of its stock or make any material change in its capital
      structure, except (a) redemptions of Company's stock during the period beginning
      July 1, 2006 and ending August 31, 2007 for an aggregate purchase price not
      to
      exceed Five Million Dollars ($5,000,000) and (b) redemptions of Company's stock
      after August 31, 2007 for an aggregate purchase price not to exceed Two Million
      Dollars ($2,000,000); provided that at the time of each such redemption and
      after giving effect thereto no Event of Default shall have occurred and be
      continuing."

    


    2.    
      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 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    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. 

    


    3.  
      Except
      as
      expressly provided herein, all of the terms and conditions of the Agreement
      remain unchanged and in full force and effect. 

    


    4.  
      This
      Amendment shall be effective upon (a) execution of this Agreement by Company
      and
      the Bank and (b) 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
                Garber                  
                

            
	
              Its:

            	
              Assistant
                Vice President   

            	
              Its:

            	
              Vice
                President                    
                

            


    

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    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
                Garber              
                

            
	
              Dated:

            	
              November
                20, 2006

            	
              Its:

            	
              Vice
                President