Amendment To Loan Documents

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AMENDMENT TO LOAN DOCUMENTS


BORROWER: 3D Systems, Inc. ADDRESS: 26081 Avenue Hall
Valencia, California 91355


BORROWER: 3D Systems Inc. Limited ADDRESS: Unit 7, Progression Centre
Mark Road, Hemel Hempstead
Herts HP2 7DW
ENGLAND


BORROWER: 3D Systems France SARL ADDRESS: Park Club Universite,
rue Jean Rostand #26
Bldg. R
Orsay Cedex F-91893
FRANCE


BORROWER: 3D Systems GmbH ADDRESS: Rontgenstrasse 41, Darmstadt-
Arheilgen 63291
GERMANY


DATE: July 5, 1996


THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY BANK ("Silicon") and the borrowers named above (jointly and severally, the "Borrower").


The Parties agree to amend the Loan and Security Agreement between them, dated June 2, 1993, as amended by that Amendment to Loan Agreement dated August 3, 1994, and as amended by that Amendment to Loan Agreement dated July 5, 1995, and as otherwise amended from time to time (as so amended, the "Loan Agreement"), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.)


1. AMENDMENT TO SCHEDULE. The Schedule to the Loan and Security Agreement is amended effective on the date hereof, to read as set forth on the Schedule hereto.


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2. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct.


3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Silicon and the Borrower, and the other written documents and agreements between Silicon and the Borrower set forth in full all of the representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Silicon and the Borrower shall continue in full force and effect and the same are hereby ratified and confirmed.


Borrower: Borrower:


3D SYSTEMS, INC. 3D SYSTEMS INC. LIMITED
By /s/ [illegible] By /s/ [illegible]
_______________________________ _______________________________
President Director
By /s/ [illegible] By
_______________________________ _______________________________
Secretary Secretary or Ass't Secretary


Borrower: Borrower:


3D SYSTEMS FRANCE SARL 3D SYSTEMS GMBH
By /s/ [illegible] By /s/ [illegible]
_______________________________ _______________________________
Director Managing Director
By By
_______________________________ _______________________________
Secretary or Ass't Secretary Secretary or Ass't Secretary


Silicon:


SILICON VALLEY BANK


By /s/ Doug Rosenthal
_______________________________
Title Vice President
____________________________


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GUARANTORS' CONSENT


The undersigned, guarantors, acknowledge that their consent to the foregoing Amendment is not required, but the undersigned nevertheless do hereby consent to the foregoing Amendment and to the documents and agreements referred to therein and to all future modifications and amendments thereto, and to any and all other present and future documents and agreements between or among the foregoing parties. Nothing herein shall in any way limit any of the terms or provisions of the Cross-Corporate Continuing Guaranty executed by the undersigned in favor of Silicon, which is hereby ratified and affirmed and shall continue in full force and effect.


3D SYSTEMS, INC. 3D SYSTEMS FRANCE SARL


By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________ Title: Vice-President, Finance Title: Director
_______________________________ __________________________


3D SYSTEMS INC. LIMITED 3D SYSTEMS GMBH


By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________ Title: Director Title: Managing Director
_______________________________ __________________________


3D SYSTEMS CORPORATION 3D SYSTEMS (CANADA) INC.


By: /s/ [illegible] By: /s/ [illegible]
________________________________ _____________________________ Title: Vice President, Finance Title: Secretary
_______________________________ __________________________


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AMENDED SCHEDULE
TO
LOAN AND SECURITY AGREEMENT


BORROWER: 3D Systems, Inc. ADDRESS: 26081 Avenue Hall
Valencia, California 91355


BORROWER: 3D Systems Inc. Limited ADDRESS: Unit 7, Progression Centre
Mark Road, Hemel Hempstead
Herts HP2 7DW
ENGLAND


BORROWER: 3D Systems France SARL ADDRESS: Park Club Universite,
rue Jean Rostand #26
Bldg. R.
Orsay Cedex F-91893
FRANCE


BORROWER: 3D Systems GmbH ADDRESS: Rontgenstrasse 41, Darmstadt-
Arheilgen 63291
GERMANY


DATE: July 5, 1996


CREDIT LIMIT (Section 1.1): An amount not to exceed the sum of (a) and (b) below:
(a) $4,000,000 on a joint and aggregate basis for 3D
Systems, Inc., 3D Systems Inc. Limited, 3D Systems
France SARL, and 3D Systems GmbH, at any one time
outstanding; plus
(b) the amount of that certain standby letter of credit
number ____________ (the "IRB Letter of Credit")
issued by Silicon in connection with those certain
$4,900,000 Variable Rate Demand Industrial
Development Revenue Bonds Series 1996 (3D Systems
Corporation Project) (the "Industrial Revenue Bonds"). BORROWER LETTER OF CREDIT SUBLIMIT Silicon, in its reasonable discretion, will from time to
time during the term of this Agreement issue letters of
credit (in addition to the IRB


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Letter of Credit) for the account of the Borrower ("Letters
of Credit"), in an aggregate amount at any one time
outstanding not to exceed $1,000,000*, upon the request of
the Borrower, provided that, on the date the Letters of
Credit are to be issued, Borrower has available to it
Accounts Loans in an amount equal to or greater than the
face amount of the Letters of Credit to be issued. Prior
to the issuance of any Letters of Credit, Borrower shall
execute and deliver to Silicon Applications for Letters
of Credit and such other documentation as Silicon shall
specify (the "Letter of Credit Documentation"). Fees for
the Letters of Credit shall be as provided in the Letter
of Credit Documentation. Letters of Credit may have a
maturity date up to twelve months beyond the Maturity
Date in effect from time to time, provided that if on
the Maturity Date, or on any earlier effective date of
termination, there are any outstanding letters of credit
issued by Silicon or issued by another institution based
upon an application, guarantee, indemnity or similar
agreement on the part of Silicon, then on such date
Borrower shall provide to Silicon cash collateral in an
amount equal to the face amount of all such letters of
credit plus all interest, fees and cost due or to become due
in connection therewith, to secure all of the Obligations
relating to said letters of credit, pursuant to Silicon's
then standard form cash pledge agreement.


*ON A JOINT AND AGGREGATE BASIS FOR 3D SYSTEMS, INC., 3D
SYSTEMS INC. LIMITED, 3D SYSTEMS FRANCE SARL, AND 3D SYSTEMS
GMBH,


The Credit Limit set forth above and the Loans available
under this Agreement at any time shall be reduced by the
face amount of Letters of Credit from time to time
outstanding.
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