You understand that as effect of the aforesaid appointment, you shall be in compliance with the duties set forth in Article 593 through 597 of Companies Act (collectively, “Duties”) to Proto Labs Japan.

You further acknowledge and confirm that you had been given the opportunity to review all provisions setting forth the Duties and understood the Duties prior to signing this letter.

Your targeted annual earnings will be ¥19,150,500, comprised of an annual base salary of ¥12,767,000 and a potential annual bonus of 50% of your annual base salary, or ¥6,383,500 (pro-rated in 2010 based upon your actual hire date). Your annual bonus will be based on performance against the achievement of designated objectives and/or Proto Labs Japan’s financial objectives. The Company will also provide up to an additional ¥6,000,000 in targeted earnings, to be paid based on performance parameters to be mutually agreed upon.

You will participate in the Proto Labs non-qualified Stock Option Plan at the level of 5,000 shares. Your nomination has been pre-approved by the Proto Labs board of directors with the actual grant pending your employment with Proto Labs Japan, and once granted the options will vest based upon the achievement of specific milestones.

The benefits associated with your assignment will include all government mandated contributions including (but not limited to) Employee’s Pension Plan, Health Insurance & Nursing Care Insurance and Employment Insurance. It will also include the standard Proto Labs Japan holidays and personal time off (PTO) hours, as well as train fare expenses associated with commuting to/from work.

You and the Company understand that the legal relationship between you and the Company is not “employment” but “delegation” to perform management duties to execute business on behalf of Proto Labs Japan.

Your expected date of appointment is November 1^st, 2010 but this can be adjusted as necessary.

Under the legal relationship between you and the Company as delegation, you will be appointed on an “at will termination, full time” basis by the Company and expected to report directly to the Company (more specifically, to me) periodically and anytime upon the request of the Company.

Your official title if you accept this assignment will be Managing Director.

Your execution of the enclosed Confidentiality Pledge.

The successful completion of reference checks and a satisfactory criminal background check.

There are no conflicts with any other agreement to which you are a party, including any form of non-disclosure or non-compete or other agreement with your current or past employer.

Payment of up to ¥2,000,000 in moving expenses already incurred that will not be reimbursed by your current employer due to your resignation.

Up to an average of ¥100,000 per month for the first 36 months of your PL JP employment in reimbursement for a documented real estate cash flow shortfall, paid at the end of each calendar year of your employment.

Up to ¥400,000 in annual personal tax preparation expense reimbursement.

/s/ Dr. Thomas Pang                          9/13/2010