AMENDED AND RESTATED LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT (the "Agreement") is dated and entered into as of
June 20, 2000, by and between FARO Technologies, Inc., a Florida corporation ("Lender"), whose current
mailing address is 125 Technology Park, Lake Mary, Florida 32746, and Wendelin Karl Johannes Scharbach,
an individual resident of the Federal Republic of Germany ("Borrower"), whose current mailing address is
Schwarzwaldstrasse 94, 68163 Mannheim, Germany.
WHEREAS, on May 15, 1998, Lender acquired CATS computer aided technologies, Computeranwendungen
in der Fertigungssteuerung GmbH, a limited liability company under the laws of the Federal Republic of Germany
("CATS"). Borrower was a holder of Quotas in CATS.
WHEREAS, pursuant to a Loan Agreement dated August 2, 1999 between Lender and Borrower (the "Original
Loan Agreement"), Lender has agreed to loan to Borrower an amount equal to his tax obligation to the German
tax authority in connection with the acquisition of CATS. The maximum amount of the loans is estimated to be
approximately $2 million.
WHEREAS, the German tax authority have indicated to Borrower that they would be willing to issue a
preliminary tax assessment for fiscal year 1998 based on a value of U.S. $4.875 per share of Common Stock of
Lender (using an exchange rate of U.S. Dollars to Deutsche Marks ("DM") of 1:1.8403 for May 1999).
WHEREAS, Borrower received 458,334 shares of Lender common stock as part of the purchase price for the
acquisition of CATS. Using a price of $4.875 per share of Lender common stock, the value of the shares of
Lender common stock received by Borrower would equal DM 4,111,926. The tax payable with respect to such
shares based on such value would equal DM 1,154,400.14.
WHEREAS, based on a stock price per share of Lender common stock on May 15, 1998 of U.S. $11.125. the
value of the shares of Lender common stock received by Borrower would equal would equal DM 9,048,634
(using an exchange rate of U.S. Doll