EIGHT
      AMENDMENT TO

    CREDIT
      AGREEMENT

    


    THIS
      SEVENTH AMENDMENT ("Amendment") dated as of December 20,
      2007,
      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 seven 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, 2009.

    


    “’Applicable
      Fee Percentage” shall mean .0075% per annum.”

    


    “’Applicable
      Margin’ shall mean as to any Prime-based Advance, one half of one percent (1/2%)
      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 minus the Applicable Margin or (ii) the Alternate
      Base Rate.” 

    


    2.    Sections
      2.1 and 2.6 of the Agreement are amended to change each reference to “Seven
      Million Five Hundred Thousand Dollars ($7,500,000)” to read “Six Million Dollars
      ($6,000,000).”

    


    
      
        3.    Section
          4.8 of the Agreement and Schedule 1.1 are deleted in their
          entirety.

      

    

    


    4.    Exhibit
      “B” is deleted and attached Exhibit “B” is substituted in its
      place.

    


    5.     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. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


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

    


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

    


    8.    The
      Company and the undersigned guarantor are parties to certain documents,
      instruments and/or agreements (collectively, the “Documents”) with or between
      them and Comerica Bank, a Michigan banking corporation (the “Merged Bank”). The
      Merged Bank has been merged with and into Comerica Bank, a Texas banking
      association (the “Surviving Bank”). The Company and the undersigned guarantor
      hereby acknowledge and agree that any reference in the Documents to Comerica
      Bank, a Michigan banking corporation, shall mean Comerica Bank, a Texas banking
      association, as successor by merger to the Merged Bank. 

    


    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

            
	
              Its:

            	
              Assistant
                Vice President

            	 	
              Its:

            	
              Vice
                President & CFO

            


    

     

    
      
         

      

      
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    EXHIBIT
      “B”

    


    REVOLVING
      CREDIT NOTE

    


    Detroit,
      Michigan

    December
      20,
      2007

    $6,000,000

    


    On
      or
      before the Revolving Credit Maturity Date FOR VALUE RECEIVED, Perceptron, Inc.,
      a Michigan corporation (herein called “Company”) promises to pay to the order of
      COMERICA BANK (herein called “Bank”) at its offices at 500 Woodward Avenue,
      Detroit, Michigan, in lawful currency of the United States of America the
      indebtedness or so much of the sum of Six Million Dollars ($6,000,000) as may
      from time to time have been advanced and then be outstanding hereunder pursuant
      to the Credit Agreement dated as of October 24, 2002, made by and between
      Company and Bank (as the same may be amended or modified from time to time,
      herein called “Agreement”), together with interest thereon as hereinafter set
      forth.

    


    Each
      of
      the Advances hereunder shall bear interest at the Applicable Interest Rate
      from
      time to time applicable thereto under the Agreement or as otherwise determined
      thereunder, and interest shall be computed, assessed and payable as set forth
      in
      the Agreement.

    


    This
      Note
      is a note under which advances, repayments and readvances may be made from
      time
      to time, subject to the terms and conditions of the Agreement. This Note
      evidences borrowing under, is subject to, is secured in accordance with, and
      may
      be matured under, the terms of the Agreement, to which reference is hereby
      made.

    


    Company
      hereby waives presentment for payment, demand, protest and notice of dishonor
      and nonpayment of this Note and agrees that no obligation hereunder shall be
      discharged by reason of any extension, indulgence, or forbearance granted by
      any
      holder of this Note to any party now or hereafter liable thereon. Any
      transferees of, or endorser, guarantor or surety paying this Note in full shall
      succeed to all rights of Bank, and Bank shall be under no further responsibility
      for the exercise thereof or the loan evidenced hereby. Nothing herein shall
      limit any right granted Bank by other instrument or by law.

    


    This
      Note
      amends, restates, supersedes, replaces and reduces that certain Revolving Credit
      Note dated as of October 24, 2002, made in the principal amount of Seven Million
      Five Hundred Thousand Dollars ($7,500,000) by Company payable to Bank, and
      the
      initial Advance(s) under this Note shall be deemed first applied, to the extent
      necessary, to repay the existing indebtedness of Company to Bank under said
      Note; provided,
      however,
      the
      execution and delivery by Company of this Note shall not, in any manner or
      circumstance, be deemed to be a novation of or to have terminated, extinguished
      or discharged any of Company’s indebtedness evidenced by said Note, all of which
      indebtedness shall continue under and shall hereinafter be evidenced and
      governed by this Note.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    All
      capitalized terms used but not defined herein shall have the meanings ascribed
      to them in the Agreement.

     

    
      	 	
              PERCEPTRON,
                INC.

              


              By: /S/
                John H. Lowry  

              Its: Vice
                President & CFO

            


    

     

    
      
         

      

      
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    ACKNOWLEDGMENT
      OF GUARANTOR

    


    The
      undersigned guarantor acknowledges and agrees to the foregoing Amendment and
      merger acknowledgement 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  

              Its: Vice
                President & CFO

            


    

     

    
      
         

      

      
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