EXHIBIT 10.37



                             FOURTH AMENDMENT TO THE
                     PERCEPTRON, INC. 1992 STOCK OPTION PLAN
                     (AMENDED AND RESTATED OCTOBER 31, 1996)

         Pursuant to the Amendment provisions in Section 9.2 of the Perceptron,
Inc. 1992 Stock Option Plan ("Plan") and the approval of the Board of Directors
of Perceptron, Inc. ("Company"), the Plan is hereby amended as set forth below.

         1. Subject to shareholder approval, Section 4.1 of the Plan (Shares
Available for Options) shall be amended and restated in its entirety to read as
follows:

                  4.1 SHARES AVAILABLE FOR OPTIONS. The Board of Directors shall
         reserve for purposes of this Plan, out of the authorized but unissued
         Stock or out of shares of Stock held in the Company's Treasury, or
         partly out of each, a total of 2,814,286 shares of Stock, after taking
         into account the Company's reverse stock split effected on May 5, 1992
         and stock split effected November 30, 1995, (or the number and kind of
         shares of Stock or other securities which, in accordance with Section 8
         of this Plan, shall be substituted for such shares or to which such
         shares shall be adjusted).

         2. Section 6.1 of the Plan (Termination of Employment - General) shall
be amended and restated in its entirety to read as follows:

                  6.1 GENERAL. If the employment by the Company of any optionee
         who is an Employee shall terminate for any reason, other than by death
         or total and permanent disability, any option which such optionee is
         entitled to exercise on the date of such termination shall be
         exercisable by the optionee at any time on or before the earlier of the
         expiration date of the option or three months after the date of such
         termination, but only to the extent of the accrued right to purchase at
         the date of such termination. Notwithstanding the foregoing, the
         Committee, in its discretion, may extend an exercise period, not to
         exceed the tenth anniversary of the date of the grant, and may permit
         the option to continue to accrue rights to purchase additional shares
         of Stock following any termination of employment of any option; it
         being understood, that the extension of the exercise term or accrual
         right as set forth above for an Incentive Stock Option may cause such
         Option to lose its preferential tax treatment.

         THIS FOURTH AMENDMENT is hereby adopted as of August 16, 2002.

                            PERCEPTRON, INC.

                            By: /s/ Alfred A. Pease
                                -----------------------------------------------
                                Alfred A. Pease, Chairman, President and Chief
                                Executive Officer