CONSENT TO MODIFICATIONS


 


This Consent to Modifications, dated November
15, 2011, 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 The Klonoff
Company, Inc. 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, June 23, 2009, September 16, 2009, April 19, 2009, and June 18, 2010), 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 is nearing the $ 10,000,000.00 limit of authorized notes outstanding pursuant to the Purchase Agreement and needs
to raise additional funds to keep operating. The parties to this Purchase Agreement wish to modify certain portions of the Fifth
Amended and Restated Note and Warrant Purchase Agreement to increase this limit, which shall be accomplished by attaching the below
modifications 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 $10,000,000” 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 $11,000,000.”


 


		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.



 






    	November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications	Page 1 of 5



    	 



    
 


		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.


 


 


/s/ Charles J. Drake


Charles J. Drake


Chairman


 


 



    	November 15, 2011 -- Integral Vision, Inc. -- Consent to Modifications	Page 2 of 5



    	 



    



 


Signed:


 


P. Robert Klonoff


 


/s/ P. Robert Klonoff


By P. Robert Klonoff


 


Susan J. Klonoff


 


/s/ Susan J. Klonoff


By Susan J. Klonoff


 


 


The Klonoff Company, Inc. (as Agent for the note holders and
also as an owner of shares and Notes)


 


 


/s/ P. Robert Klonoff


By P. Robert Klonoff, its President


 






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Signed:


 


John R. Kiely, III (personally)


 


Kiely 1979 Trust FBO John R. Kiely, III


John R. Kiely, Trustee


 


John R. Kiely, III Trust dated May 22, 2007,


John R. Kiely, III, Trustee


 


Marital Deduction Trust created under the John R. and Margaret
Lee Kiely 1979 Trust


John R. Kiely, Trustee


 


John R. & Margaret Lee Kiely Revocable Trust,


John R. Kiely, III, Trustee


 


Margaret Lee Kiely 1996 Family Trust


John R. Kiely, Trustee


 


Kiely 1979 Trust FBO Margaret Harris


John R. Kiely, Trustee


 


Kiely 1979 Trust FBO Kathryn Felix


John R. Kiely, Trustee


 


Kiely 1979 Trust FBO Pam Oatis


John R. Kiely, Trustee


 


Michael Hughes Kiely Family Trust, dated November 4, 1986,


John R. Kiely, III, Trustee


 


 


 


/s/ John R. Kiely, III


John R. Kiely, III


In his respective capacities


 



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Signed:


 


Michael H. Kiely


 


Michael H. Kiely, Beneficiary (self-directed IRA account)


TD Ameritrade, Inc., Custodian for Michael H. Kiely, Account
# 370-91506


 


Michael H. Kiely, Trustee for the Michael Hughes Kiely Family
Trust, dated November 4, 1986


 


 


/s/ Michael H. Kiely


Michael H. Kiely


(Personally, as Trustee for Michael Hughes Family Trust, and
as Beneficiary for his IRA)


 


Signed: 


 


	Dean Witter Reynolds	Industrial Boxboard Company
	Custodian for John N. Hunter	John N. Hunter, its General Partner
	IRA Rollover dtd 3-30-2000	2249 Davis Court
	MSDW Account #112-014301	Hayward, CA  94545
	245 Lytton Avenue, Suite 200	 
	Palo Alto, CA  94301	 
	 	 
	 	 
	J.N. Hunter and J.A. Hunter, Trustees	 
	Industrial Boxboard Corporation	 
	Profit Sharing Plan and Trust	by /s/ J.N. Hunter  
	(July 1, 1989 Restatement and	J.N. Hunter, in his capacities as
	subsequent restatements)	Beneficial Owner of the IRA Rollover,
	2249 Davis Court	Trustee of the Profit Sharing Plan,
	Hayward, CA  94545	and General Partner of the Industrial
	 	Boxboard Company
	 	 


 


 



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