CONSENT
TO MODIFICATIONS

    


    This Consent to Modifications, dated
September 16, 2009, is given and agreed to by the “Purchasers” under the Fifth
Amended and Restated Note and Warrant Purchase Agreement by and among the
Purchasers, Integral Vision, Inc., a Michigan corporation (the "Company"), and
J. M. Warren Law
Offices, P.C., as Agent.

    


    Factual
Statements

    


    
      
        	
                A.

              	
                The
      undersigned is a Purchaser under the Fifth Amended and Restated Note and
      Warrant Purchase Agreement (as modified December 15, 2008, January 28,
      2009, June 10, 2009, and June 23, 2009), dated effective as of the date of
      execution by such Purchaser, for the purchase of the Notes and Warrants of
      the Company (the “Purchase
Agreement”).

              


      

    

    


    
      
        	
                B.

              	
                The
      Company needs to raise additional funds to keep
      operating.  Prospective investors have requested terms for their
      potential investments that require certain portions of the Purchase
      Agreement be modified.  The parties to this Purchase Agreement
      wish to modify certain portions of the Fifth Amended and Restated Note and
      Warrant Purchase Agreement to accommodate said prospective investors,
      which shall be accomplished by attaching said changes to the Purchase
      Agreement in the form of an addendum to the Purchase
      Agreement.

              


      

    

     

    Agreement

    


    
      
        	
                1.

              	
                Modifications.  The
      undersigned agree to the modifications to the Purchase Agreement as
      follows:

              


      

    

    


    Section
1. b.:  In the portion of said
section stating, “As used herein, “Note” or "Notes" means either “Class 2
Notes” or “Class 3 Notes” in a total aggregate amount outstanding at any time
not to exceed $8,000,000” shall be modified to read, “As used herein, “Note” or
"Notes" means either “Class 2 Notes” or “Class 3 Notes” in a total aggregate
amount outstanding at any time not to exceed $10,000,000.”

    


    Section
8.10.:  Limitations of future Common Stock issuances.  The
following shall replace the current section in its entirety:


    
      
         


      

      
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    Issue any
security which commits it to issue or potentially to issue Common Stock in
excess of the limit of authorized shares outstanding at the time of the issuance
of any such security excepting securities which are Notes
or Warrants.

    


    
      
        	
                2.

              	
                Voluntary and Informed
      Execution.  THE PARTIES ACKNOWLEDGE THAT THEY HAVE HAD AN
      OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL WITH RESPECT TO THIS AGREEMENT
      AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THAT THE MODIFICATIONS SET
      FORTH HEREIN WERE KNOWINGLY AND VOLUNTARILY
  MADE.

              


      

    

    


    
      
        	
                3.

              	
                Effective
      Date.  This agreement shall be effective on the date that
      the majority of the holders of the Notes and Shares currently outstanding
      under said Purchase Agreement, the Company (as authorized by its Board of
      Directors), and the Agent have signed this Consent to
      Modification.  

              


      

    

    


    
      
        
          
            
              	
                      Signed:

                    
	 
      
	
                      Integral
      Vision, Inc.

                    
	 
      
	
                       

                    
	
                      Charles
      J. Drake

                    
	
                      Chairman

                    
	 
      
	
                      J.M.
      Warren Law Offices, P.C.

                    
	 
      
	
                       

                    
	
                      J.
      Michael
Warren

                    


            

          

        

      

    

     

    
      
         


      

      
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