CONSENT
TO MODIFICATIONS

    


    This
Consent to Modifications, dated June 10, 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 and January 28,
      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 $7,000,000” 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 $8,000,000.”

    


    Section 1.d:  This
section shall be amended by adding a third paragraph which states as
follows:

    Subject
to the approval of the Board of Directors, the Company may issue up to a minimum
of 90 days of Class 2 Warrants on Class 2 Notes issued or amended after June 10,
2009 rather than the minimum of 30 days specified above..

    


    
      
        	
                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.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Integral
      Vision, Inc.

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

                          	
                             

                          	 
      	
                            By:
      

                          	
                             

                          
	 
      	
                            Charles
      J. Drake, Chairman

                          	 
      	 
      	
                            J.
      Michael
Warren