EXHIBIT 10.1


                               FOURTH AMENDMENT TO
                                CREDIT AGREEMENT
                                ----------------


         THIS FOURTH AMENDMENT ("Amendment") dated as of December 29, 2004, 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 three amendments ("Agreement").

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

         NOW, THEREFORE, the parties agree as follows:

         1. The definition of "Revolving Credit Maturity Date" in Section 1 of
the Agreement is amended to read in its entirety as follows:

                  "'Revolving Credit Maturity Date' shall mean November 1, 2006.

         2. The following definitions in Section 1 of the Agreement are deleted
in their entireties: Borrowing Base, Eligible Account and Eligible Inventory.

         3. Section 2.5 of the Agreement is amended to read in its entirety as
follows:

                  "For a period of thirty (30) consecutive days each calendar
         year, the Advances under the Revolving Credit Note shall be $0. Company
         shall make all payments necessary to comply with this provision."

         4. Section 7.1(d) of the Agreement is amended to read in its entirety
as follows:

                  "[Intentionally Left Blank]."

         5. Section 8.9 of the Agreement is amended to read in its entirety as
follows:

                  "8.9 Make any Capital Expenditure during any fiscal year if
         after giving effect thereto the aggregate amount of all Capital
         Expenditures made by Company and its Subsidiaries during such fiscal
         year would exceed $1,500,000."

         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


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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 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/ Vladimir Slapak            By: /s/ John J. Garber
   --------------------------         ------------------------------------------


Its: Assistant 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 J. Garber
                                          --------------------------------------

                                       Its:     Vice President
                                           -------------------------------------


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