c51236_ex4-7.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






EXHIBIT 4.7


CONSENT TO MODIFICATIONS


     This Consent to Modifications, dated October 10, 2007 is given and agreed to by the “Purchasers” under the Fourth Amended 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, the Company, or the Agent under the Fourth Amended Note and Warrant Purchase Agreement as previously modified November 10, 2006 and August 13, 2007 (the “Purchase Agreement”), dated
effective as of the date of execution by such Purchaser, for the purchase of the Notes and Warrants of the Company.  
	 
	
B.        	
The Company is currently indebted to Purchasers of Class 2 Notes under the Purchase Agreement in the total principal amount of $2,564,000 (all of which are currently due October 15, 2007) and of Class 3 Notes under the Purchase
Agreement in the total amount of $378,000 (all of which are due April 1, 2008). Under the current $3,000,000 limit of aggregate Notes issuable pursuant to the Purchase Agreement (as modified August 13, 2007), the Company can only issue $58,000 of
new Notes. At the present time there are no Class 1 Notes outstanding under the Purchase Agreement.  
	 
	
C.        	
The Company desires to raise additional funds under the Purchase Agreement. 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 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): The aggregate amount of Notes allowable under the Purchase Agreement (as previously modified) shall be increased from the current limit of $3,000,000 to $3,500,000.  
	 
	 	
Section 3: The “Agent” designated in the August, 2007 Consent to Modifications is hereby corrected to read J.M. Warren Law
Offices, P.C. (instead of “J. M. Warren Law Office P. C.”).  
	 



October, 2007 Consent to Modifications


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Section 21.8. Conflict of Interest: The first sentence in said section shall be changed to read as follows:  
	 
	 	
Purchasers hereby acknowledge that Warren Cameron Asciutto & Blackmer, P.C. operating under its new name, J.M. Warren Law Offices, P.C., (the “Initial Agent”) serve as general counsel to the Company and that certain
duties of the Initial Agent could present a conflict between the interest of the Company and the interests of the Purchasers.  
	 
	 	
Section 21.9. Successor Agent: The first sentence in said section shall be changed to read as follows:  
	 
	 	
The Agent may resign as Agent upon 10 days notice to the Purchasers.  
	 
	
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 Noteholders (as defined in the Purchase Agreement), the Company’s Board of Directors, and Agent have accepted the terms and conditions herein and
have signed this agreement.  
	 


	
Integral Vision, Inc.
  	 
  	
J.M. Warren Law Offices, P.C.
  
	 

  
	
By: ______________________________
  	 
  	
By: ______________________________
  
	                   
Charles J. Drake, Chairman
  	 
  	
                    J. Michael Warren
  
	 	 	 
	
To be signed in counterparts.
  	 
  	 

  
	 	 	 
	
Other signatures on the following page(s):
  	 
  	 

  





October, 2007 Consent to Modifications


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	Please sign and fax just the signature page to:


  	Mark Doede, President 

Fax: 2 4 8 . 6 6 8 . 9 3 8 4


  




October, 2007 Consent to Modifications


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