2. Guarantyof IBS’s Payments by IBS Parent.  IBS Parent hereby absolutely andunconditionally guarantees all payments to be made by IBS to ISC pursuant to Paragraph 1 above. TheParties acknowledge and agree that the foregoing Guaranty from IBS Parent constitutes a materialterm of this Settlement Agreement in the absence of which VISaer, VISaer (UK), and ISC would notenter into this Settlement Agreement.3. Dismissalof the Arbitration. VISaer, VISaer (UK), ISC, IBS, and IBS Parent agree totake all reasonable steps necessary to effectuate a dismissal of all claims, counterclaims, andthird-party claims that have been or could have been raised in the Arbitration within thirty (30)days of the Effective Date.4. Releaseof Claims by VISaer, VISaer (UK), and ISC. VISaer, VISaer (UK), and ISC, onbehalf of themselves and their respective predecessors, successors, directors, officers, agents,employees, shareholders, members, managers, and attorneys and their respective parent, subsidiary,and affiliated corporations, companies, and partnerships herebyknowingly and voluntarily **covenantnot to sue and fully, finally, and forever remise, release, acquit,and discharge** IBS and IBSParent and their respective predecessors, successors, directors, officers, agents, employees,shareholders, members, managers, and attorneys and their respective parent, subsidiary, andaffiliated corporations, companies, and partnerships of and from any and all actions, causes ofaction, claims, demands, damages, costs, and expenses of any nature, whether known or unknown andwhether or not asserted in the Arbitration, from the beginning of time to the Effective Date ofthis Settlement Agreement (the “Claims Released by VISaer”), including, without limitation, anyactions, causes of action, claims, demands, damages, costs, and expenses of any nature arising outof or in any way relating to the APA and/or any of the facts from which the Arbitration arises,provided however that the Parties retain the right to protect and enforce the continuing rightsdescribed in Paragraph 18 of this Settlement Agreement consistent with the provisions of the APA.The Claims Released by VISaer include but are not limited to claims and rights under federal,state, local, statutory, or common law, claims and rights under the laws of contract and tort, andany and all claims for attorneys’ fees and expenses of litigation.5. NoTransfer of Claims by VISaer, VISaer (UK), and ISC. VISaer, VISaer (UK), and ISCrepresent and warrant that they have not assigned, transferred, or purported to assign or transferto any person, firm, corporation, association, or entity whatsoever any of the Claims Released byVISaer. VISaer, VISaer (UK), and ISC agree to indemnify and hold IBS and IBS Parent harmlessagainst, without any limitation, any and all rights, claims, warranties, demands, debts,obligations, liabilities, costs, court or arbitration costs, expenses (including attorney’s fees),causes of action, and judgments based on or arising out of any such assignment or transfer.
 
 - 2 - 

 
6. Releaseof Claims by IBS and IBS Parent. IBS and IBS Parent, on behalf of themselvesand their respective predecessors, successors, directors, officers, agents, employees,shareholders, members, managers, and attorneys and their respective parent,subsidiary, and affiliated corporations, companies, and partnerships hereby knowingly andvoluntarily **covenant not to sue and fully, finally, and forever remise, release, acquit, anddischarge**  VISaer, VISaer (UK), and ISC and their respective predecessors, successors, directors,officers, agents, employees, shareholders, members, managers, and attorneys and their respectiveparent, subsidiary, and affiliated corporations, companies, and partnerships of and from any andall actions, causes of action, claims, demands, damages, costs, and expenses of any nature, whetherknown or unknown and whether or not asserted in the Arbitration, from the beginning of time to theEffective Date of this Settlement Agreement (the “Claims Released by IBS”), including, withoutlimitation, any actions, causes of action, claims, demands, damages, costs, and expenses of anynature arising out of or in any way relating to the APA and/or any of the facts from which theArbitration arises, provided however that the Parties retain the right to protect and enforce thecontinuing rights described in Paragraph 18 of this Settlement Agreement consistent with theprovisions of the APA. The Claims Released by IBS include but are not limited to claims and rightsunder federal, state, local, statutory, or common law, claims and rights under the laws of contractand tort, and any and all claims for attorneys’ fees and expenses of litigation.7. NoTransfer of Claims by IBS and IBS Parent. IBS and IBS Parent represent and warrantthat they have not assigned, transferred, or purported to assign or transfer to any person, firm,corporation, association, or entity whatsoever any of the Claims Released by IBS. IBS and IBSParent agree to indemnify and hold VISaer, VISaer (UK), and ISC harmless against, without anylimitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities,costs, court or arbitration costs, expenses (including attorney’s fees), causes of action, andjudgments based on or arising out of any such assignment or transfer.8. Confidentiality. The Parties agree to keep the terms and amount of this SettlementAgreement completely confidential, except to the extent required by law (including a court order)or authorized in writing by the other Parties. The Parties will not hereafter disclose anyinformation concerning this Settlement Agreement to anyone other than their officers, directors,employees, and shareholders who have a need to know. The Parties acknowledge that as a publiclytraded entity, ISC may have obligations pursuant to Securities and Exchange Commission regulationsor other law to disclose pertinent terms of this Settlement Agreement in a Form 10-K, in a Form8-K,  or through other means, and the Parties agree that any such disclosure is permitted by thisSettlement Agreement.9. Non-Disparagement. The Parties agree that they will not do or say anything which: (1)criticizes or disparages any of the other Parties or their employees, management, policies, orpractices; (2) disrupts or impairs another Party’s normal, ongoing business operations; or (3)harms another Party’s reputation with its employees, customers, or the public.10. Non-Admission. This Settlement Agreement does not constitute an admission by any of theParties of any wrongdoing, negligence, or violation of law, statute, or regulation.
 
 - 3 - 

 
11. No Prevailing Party.  None of the Parties shall be considered a prevailing party for anypurpose.12. EntireAgreement. This Settlement Agreement contains the entire agreement andunderstanding between and among the Parties with respect to any and all disputes or claims thathave been or could have been raised by any Party against any other Party as of the Effective Dateof this Settlement Agreement. This Settlement Agreement shall not be changed unless in writing andsigned by all Parties.13. Severability. The invalidity or unenforceability of any provision of this SettlementAgreement shall not affect or impair any other provisions, which shall remain in full force andeffect.14. Authority. The Parties represent and warrant that each of them has the authority andthe proper approval to execute this Settlement Agreement. This Settlement Agreement shall bebinding upon and inure to the benefit of the Parties and their respective heirs, executors,administrators, assigns, successors, beneficiaries, employees, and agents.15. KnowledgeableDecision and Drafting. In the negotiation, drafting and execution of thisSettlement Agreement, the Parties have been represented by counsel of their own choice, and eachparty does hereby affirm that it has read and understands the terms of this Agreement, and executesthe same as its own free and voluntary act. This Agreement was negotiated and drafted with fullparticipation of both Parties and their respective counsel. In the event it is determined that anyambiguity exists in this Agreement, any such ambiguity shall not be resolved or otherwise construedagainst any particular party, but rather shall be resolved by a fair reading of the intent of theParties as established herein.16. Counterparts. This Settlement Agreement may be executed in any number of counterparts,and all of such counterparts taken together shall be deemed to constitute one and the sameinstrument.17. Choiceof Law; Binding Arbitration.  This Settlement Agreement shall be governedby and construed in accordance with the laws of the State of Georgia. The Parties shallrefer any disputes arising between them which relate to this Settlement Agreement to bindingarbitration to be conducted before the American Arbitration Association. The venue ofarbitration shall be Atlanta, State of Georgia.18. Continuing Rights and Obligations. Notwithstanding any provision of this SettlementAgreement, the rights and obligations described inSections 6.1.7,  6.1.19(a), 6.1.19(c),6.1.19(e), 11.1, and 11.2 of the APA  shall continue in full force and effect and shall not beimpaired. IBS represents and warrants that it is unaware of any claims as of the Effective Dateagainst VISaer, VISaer (UK), and/or ISC pursuant to any of the foregoing Sections of the APA.Nothing in this Settlement Agreement shall affect the obligations of IBS to fulfill the AssumedLiabilities, as defined in Section 1.3 of the APA, which obligations remain in full force andeffect and shall not be impaired.
 
 - 4 - 

 
IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed and deliveredby their duly authorized officers as of the date last written below.       **VISaer, Inc**. **VISaer(UK) Ltd**.       By: /s/ J. Leland Strange By: /s/ J. Leland Strange         Title: CEO   Title: Authorized Signatory   Date: 1/25/2011   Date: 1/25/2011       **Intelligent SystemsCorporation** **IBS Technics, Inc**.       By: /s/ J. Leland Strange By: /s/ Peter Krebs         Title: CEO   Title: President  Date: 1/25/2011   Date: 01/25/2011       **IBS Software ServicesAmericas, Inc**.           By: /s/ Peter Krebs             Title: Authorized Signatory      Date: 01/25/2011    
 
 - 5 -