AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 6 TO
LOAN AND SECURITY AGREEMENT

     AMENDMENT NO. 6 dated as of June 29, 2007 to LOAN AND SECURITY AGREEMENT among SILICON VALLEY BANK (“Bank”), 3D SYSTEMS CORPORATION, a Delaware corporation (the “Company”), and its Subsidiary, 3D SYSTEMS, INC., a California corporation (“3D California;” the Company and 3D California being herein individually referred to as a “Borrower” and collectively referred to herein, jointly and severally, as the “Borrowers”), joined in for the purposes of Section 6 of this Amendment by (i) 3D HOLDINGS LLC, a Delaware limited liability company, (ii) 3D SYSTEMS ASIA PACIFIC LIMITED, a California corporation, and (iii) 3D CAPITAL CORPORATION, a California corporation (each individually being herein individually referred to as a “Guarantor” and collectively referred to herein, jointly and severally, as the “Guarantors”).

WITNESSETH:

     WHEREAS, the Bank and the Borrowers are parties to a Loan and Security Agreement dated as of June 30, 2004 (as heretofore amended by Amendments Nos. 1 through 5 hereto) and as it may be further amended, supplemented, or otherwise modified, the “Credit Agreement”), and the other Loan Documents provided for in the Credit Agreement;

     WHEREAS, the parties desire to amend certain provisions of the Credit Agreement as set forth in this Amendment;

     WHEREAS, the Guarantors have guaranteed the Obligations of the Borrowers pursuant to the Guaranties; and

     WHEREAS, terms used herein in capitalized form that are not defined herein are used herein as defined in the Credit Agreement;

     NOW, THEREFORE, the parties agree as follows:

     Section 1. Effective Date. The amendments to the Credit Agreement set forth herein shall be effective as of June ___, 2007 (the “Sixth Amendment Effective Date”).

     Section 2. Section 13.1 Amendment to Definitions.

     The following existing definitions, in Section 13.1 of the Credit Agreement, are hereby amended as of the Sixth Amendment Effective Date as follows:

     (i) The definition of “Eligible Domestic Accounts” is amended to add clause (m) as follows:

     (m) Notwithstanding any other provision of this definition, Accounts owing from Tangible Express, Inc. (listed on Schedule A hereto), shall be deemed to be Eligible Domestic Accounts at all times on or before the Revolving Maturity Date.

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Amendment No. 6 to Loan and Security Agreement

     (ii) “Revolving Maturity Date” is October 1, 2007.

     Section 3. Exhibit A-1 Amendments to Definitions. The following definitions in Exhibit A-1 of the Credit Agreement are hereby amended as of the Sixth Amendment Effective Date to read as follows:

     “LIBOR Rate Margin” means 275 basis points (2.75%) with respect to all Advances.

     “Prime Rate Margin” means 0 basis points (0.00%) with respect to all Advances.

     Section 4. Suspension of Financial Covenants.

     (i) Section 6.8 of the Credit Agreement is hereby amended as of the Sixth Amendment Effective Date to add subsection (iv) as follows:

     (iv) Bank agrees that the requirement that the Borrowers comply with the financial covenants contained in Section 6.8 shall be and is suspended solely with respect to the calendar quarter ending June 30, 2007, on condition that either: (a) Borrowers’ outstanding Advances equal $0 at all times from the Sixth Amendment Effective Date through the date Borrower is required to deliver to Bank a compliance certificate confirming that as of September 30, 2007 Borrower is in full compliance with the financial covenants set forth in Section 6.8; or (b) Borrowers’ unrestricted cash and cash equivalents held in investment and deposit accounts maintained with Bank or its Affiliates, is equal to or exceeds the outstanding Advances by not less than $5,000,000 at all times from the Sixth Amendment Effective Date through the date Borrower is required to deliver to Bank a compliance certificate confirming that as of September 30, 2007 Borrower is in full compliance with the financial covenants set forth in Section 6.8.

     (ii) The provisions of Section 4 (i) shall become effective only in accordance with Section 7 hereof and then only in this specific instance and for the specific purposes set forth herein.

     Section 5. Representations and Warranties of the Borrowers. The Borrowers represent and warrant that the representations and warranties set forth in Section 5 of the Credit Agreement are true and correct in all material respects as of the Sixth Amendment Effective Date.

     Section 6. Consent of the Guarantors. Each of the undersigned Guarantors has executed an Unconditional Guaranty (each a “Guaranty”) in favor of Bank respecting the obligations of each Borrower owing to Bank. The Guarantors hereby consent to the amendments to the Credit Agreement set forth in this Amendment and each Guarantor agrees that nothing in its Guaranty obligates Bank to notify it of any changes in the financial accommodations made available to the Borrowers and no requirements to so notify it in the future shall be implied by the execution of this Amendment.

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Amendment No. 6 to Loan and Security Agreement

     Section 7. Effect on the Loan Documents. Except to the extent that the provisions of the Credit Agreement are expressly amended by the terms and conditions of this Amendment, the covenants, terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect in accordance with their terms.

     Section 8. Effectiveness. The effectiveness of this Amendment is subject to each of the following conditions:

     (a) receipt by Bank of fully executed copies of this Amendment signed by the Borrowers and Guarantors; and

     (b) receipt by Bank of a non-refundable, fully earned amendment fee in the amount of $9,375.

[signature page follows]

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Amendment No. 6 to Loan and Security Agreement

     IN WITNESS WHEREOF, the parties have executed this Amendment pursuant to due authorization as of the date first set forth above.

		BORROWERS:
		3D SYSTEMS CORPORATION
		By		/s/ Robert M. Grace, Jr.
				Name: Robert M. Grace, Jr. Title:   Vice President, General Counsel & Secretary
		3D SYSTEMS, INC.
		By		/s/ Robert M. Grace, Jr.
				Name: Robert M. Grace, Jr. Title:
		GUARANTORS:
		3D HOLDINGS LLC
		By		/s/ Robert M. Grace, Jr.
				Name: Robert M. Grace, Jr. Title:
		3D SYSTEMS ASIA PACIFIC LIMITED
		By		/s/ Robert M. Grace, Jr.
				Name: Robert M. Grace, Jr. Title:
		3D CAPITAL CORPORATION
		By		/s/ Robert M. Grace, Jr.
				Name: Robert M. Grace, Jr. Title:

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Amendment No. 6 to Loan and Security Agreement

		BANK:
		SILICON VALLEY BANK
		By		/s/ Win Bear
				Name: Win Bear
				Title:   Deal Team Leader

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Amendment No. 6 to Loan and Security Agreement

SCHEDULE A
Eligible Domestic Accounts

	Invoice No.			Invoice Date			Type			Invoice Amount
	10015280			3/18/2007			Software			$	69,000
	10015281			3/18/2007			FS – Warranty				471,200
	10015282			3/18/2007			FS Installation				83,700
	10015679			3/24/2007			System				68,660
	10015683			3/24/2007			Material				1,173,640
	10015696			3/26/2007			Other Systems				2,940
	10015722			3/24/2007			System				5,480
	10015735			3/24/2007			Material				122,670
	10015736			3/24/2007			System				709,449
	10015782			3/24/2007			Other Systems				2,496
	10015838			3/29/2007			System				938,915
	10015850			3/31/2007			Other Systems				3,285
	10015923			4/1/2007			System				1,638,840
	10015955			4/3/2007			Software				76,500
							Total			$	5,366,775
	Payment Terms:
	30% In Advance			Paid						$	1,652,416
	15% net 60			Paid							805,016
	15% net 90										805,016
	40% net 120										2,104,327

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Amendment No. 6 to Loan and Security Agreement