Exhibit
        10.1

    

     

    TENTH
      AMENDMENT TO

    CREDIT
      AGREEMENT

    


    THIS
      TENTH AMENDMENT (“Amendment”) dated as of October 23, 2008, 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 nine 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:

    


    “‘Revolving
      Credit Maturity Date’ shall mean November 1, 2010.

    


    ‘Applicable
      Margin’ shall mean as to any Prime-based Advance, one quarter of one percent
      (1/4%) per annum and as to any Eurodollar-based Advance, one and eighty eight
      one hundredths percent (1.88%) per annum.” 

    


    ‘Prime
      Based Rate’ shall mean for any day a per annum interest rate which is the
      greater of (i) the Prime Rate plus the Applicable Margin or (ii) the Alternate
      Base Rate.” 

    


    2.    Company
      acknowledges that it may not select the Prime-based Rate for Advances except
      during any period of time during which, in accordance with the terms and
      conditions of this Agreement, the Eurodollar-based Rate is not available as
      the
      Applicable Interest Rate.

    


    3.    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. 

    


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

    


    5.    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/
                Kevin Contat

            	 	
              By:

            	
              /S/
                John Lowry

            
	
              Its:

            	Assistant
              Vice President	 	
              Its:

            	
              CFO

            


    

     

    
      
         

      

      
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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 Lowry

            
	 	
              Its:

            	
              CFO

            


    

     

    
      
         

      

      
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