Execution
Copy

    


    AMENDMENT
AGREEMENT

    


    This
Amendment Agreement, dated as of April __, 2010 (this “Agreement”),
is by and between INTEGRAL VISION, INC., a Michigan corporation
(the “Company”),
and each person or entity that is named on Schedule A
hereto.  Each such person or entity, together with its successors and
permitted assigns, is referred to herein as an “Investor”,
and all such persons and entities, together with their respective successors and
permitted assigns, are collectively referred to herein as the “Investors”.

    


    Each of
the Investors is the holder of a warrant dated as of September 15, 2008, as
identified on Schedule A
(each, a “Warrant”
and, collectively, the “Warrants”).  The
Parties wish to amend the Warrants.

    


    In
consideration of the mutual covenants made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

    


    1.           Amendment of
Warrants.

    


    1.1           As
of the date of this Agreement, paragraph 6(c) of each of the Warrants shall be
deemed amended by the insertion of the following sentence at the end of such
Warrant:

    


    Upon a
reverse stock split, stock combination or similar transaction that results in a
decrease in the number of outstanding shares of the Company’s capital stock, the
number of shares of Common Stock for which this Warrant is exercisable shall
also be proportionately reduced so that the percentage of the Company’s
outstanding capital stock for which this Warrant is exercisable will remain
unchanged.

     

    1.2           Except
as amended hereby, each Warrant shall continue in full force and effect in
accordance with its terms.

    


    2.           Representations of the
Company. The Company hereby represents and warrants to each Investor that
(i) the Company has the requisite corporate power and authority to enter into
this Agreement and to amend the Warrants as described herein; and (ii) this
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to (a)
applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (b) general
principles of equity.

    


    3.           Representations of Each
Investor. Each Investor hereby represents and warrants to the Company
that this Agreement constitutes such Investor’s valid and legally binding
obligation, enforceable in accordance with its terms, subject to (a) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (b) general principles of
equity.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.

    


    5.           Governing
Law.  This Agreement shall be governed by and construed under
the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York.

    


    6.           Notices. Any notice,
demand or request given by the Company or the Investor concerning this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, or after 5:00 p.m. (eastern time) on a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:

    


    If to the
Company:

    


    Integral
Vision, Inc.

    49113
Wixom Tech Drive

    Wixom,
Michigan  48393

    Attn:      Mark
R. Doede, President

    Tel:        (248)
668-9230 x203

    Fax:        (248)
668-9384

    


    With a copy (which shall not constitute
notice) to:

    


    Mazzeo
Song & Bradham LLP

    708 Third
Avenue

    New York,
New York 10017

    Attn:       David
S. Song, Esq.

    Tel:         212-599-0700

    Fax:         212-599-8400

    


    and if to
any Investor, to such address for such Investor as shall appear next to such
Investor’s name on Schedule A
hereto, or as shall be designated by such Investor in writing to the Company in
accordance with this Section
6.

    


    7.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  This Agreement may be executed and delivered by facsimile
transmission or email of an electronic file.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    8.           Entire Agreement;
Amendments.  This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties.  Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended except pursuant to a
written instrument executed by the Company and each Investor. Any waiver or
consent given by a party shall be in writing and shall be effective only in the
specific instance and for the specific purpose for which given.

    


    [Signature Page to
Follow]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


     IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.

    


    
      
        	
                INTEGRAL
      VISION, INC.

              
	 
      
	
                By:  

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                BONANZA
      MASTER FUND LTD.

              
	 
      
	
                By:  

              	 
      
	 
      	
                Name:  Brian
      Ladin

              
	 
      	
                Title:  Managing
      Director

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.

    


    
      
        	
                INTEGRAL
      VISION, INC.

              
	 
      
	
                By:  

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                SRB
      GREENWAY OPPORTUNITY FUND, L.P.

              
	
                By:  

              	
                SRB
      Management, L.P., General Partner

              
	
                By:

              	
                BC
      Advisors, L.L.C., General Partner

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                Name:  Steven
      R. Becker

              
	 
      	
                Title:  Member

              
	 
      
	
                SRB
      GREENWAY OPPORTUNITY FUND (QP), L.P.

              
	
                By:

              	
                SRB
      Management, L.P., General Partner

              
	
                By:

              	
                BC
      Advisors, L.L.C., General Partner

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                Name:  Steven
      R. Becker

              
	 
      	
                Title:  Member

              


      

    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.

    


    
      
        	
                INTEGRAL
      VISION, INC.

              
	 
      
	
                By:  

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                KIRCHER
      FAMILY TRUST

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:  Stephen
      C. Kircher

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Schedule
A

    


    SCHEDULE
OF INVESTORS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Investor

                                Name

                              	 	
                                Address for Notices

                              	 	
                                Jurisdiction of

                                Residence

                              	 	
                                Number of

                                Warrant Shares

                                in  Warrant

                              
	
                                Bonanza
      Master Fund Ltd.

                              	 	
                                300
      Crescent Court, Suite 1740

                                Dallas,
      TX 75201

                                Attention:
      Brian Ladin

                              	 	 
      	 	
                                3,000,000

                              
	 	 	 	 	 	 	 
	
                                SRB
      Greenway Opportunity Fund, L.P.

                              	 	
                                300
      Crescent Court, Suite 1111

                                Dallas,
      TX 75201

                                Attention:
      Joe Worsham

                              	 	 
      	 	
                                42,600

                              
	 	 	 	 	 	 	 
	
                                SRB
      Greenway Opportunity Fund (QP), L.P.

                              	 	
                                300
      Crescent Court, Suite 1111

                                Dallas,
      TX 75201

                                Attention:
      Joe Worsham

                              	 	 
      	 	
                                305,150

                                and

                                27,250

                              
	 	 	 	 	 	 	 
	
                                Kircher
      Family Trust

                              	 	
                                6000
      Greystone Place

                                Granite
      Bay, CA 95746

                                Attention:
      Stephen C. Kircher

                              	 	 
      	 	
                                25,000

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    Execution
Copy

    


    AMENDMENT
AGREEMENT

    


    This
Amendment Agreement, dated as of April __, 2010 (this “Agreement”),
is by and between INTEGRAL VISION, INC., a Michigan corporation
(the “Company”),
and each person or entity that is named on Schedule A
hereto.  Each such person or entity, together with its successors and
permitted assigns, is referred to herein as an “Investor”,
and all such persons and entities, together with their respective successors and
permitted assigns, are collectively referred to herein as the “Investors”.

    


    Each of
the Investors is the holder of a warrant dated as of September 15, 2008, as
identified on Schedule A
(each, a “Warrant”
and, collectively, the “Warrants”).  The
Parties wish to amend the Warrants.

    


    In
consideration of the mutual covenants made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

    


    1.           Amendment of
Warrants.

    


    1.1           As
of the date of this Agreement, paragraph 5(c) of each of the Warrants shall be
deemed amended by the insertion of the following sentence at the end of such
Warrant:

    


    Upon a
reverse stock split, stock combination or similar transaction that results in a
decrease in the number of outstanding shares of the Company’s capital stock, the
number of shares of Common Stock for which this Warrant is exercisable shall
also be proportionately reduced so that the percentage of the Company’s
outstanding capital stock for which this Warrant is exercisable will remain
unchanged.

     

    1.2           Except
as amended hereby, each Warrant shall continue in full force and effect in
accordance with its terms.

    


    2.           Representations of the
Company. The Company hereby represents and warrants to each Investor that
(i) the Company has the requisite corporate power and authority to enter into
this Agreement and to amend the Warrants as described herein; and (ii) this
Agreement constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to (a)
applicable bankruptcy, insolvency, fraudulent transfer, moratorium,
reorganization or other similar laws of general application relating to or
affecting the enforcement of creditors’ rights generally and (b) general
principles of equity.

    


    3.           Representations of Each
Investor. Each Investor hereby represents and warrants to the Company
that this Agreement constitutes such Investor’s valid and legally binding
obligation, enforceable in accordance with its terms, subject to (a) applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws of general application relating to or affecting the enforcement of
creditors’ rights generally and (b) general principles of
equity.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    4.           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties.

    


    5.           Governing
Law.  This Agreement shall be governed by and construed under
the laws of the State of New York applicable to contracts made and to be
performed entirely within the State of New York.

    


    6.           Notices. Any notice,
demand or request given by the Company or the Investor concerning this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, or after 5:00 p.m. (eastern time) on a Business Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:

    


    If to the
Company:

    


    Integral
Vision, Inc.

    49113
Wixom Tech Drive

    Wixom,
Michigan  48393

    Attn:      Mark
R. Doede, President

    Tel:        (248)
668-9230 x203

    Fax:        (248)
668-9384

    


    With a copy (which shall not constitute
notice) to:

    


    Mazzeo
Song & Bradham LLP

    708 Third
Avenue

    New York,
New York 10017

    Attn:       David
S. Song, Esq.

    Tel:        212-599-0700

    Fax:        212-599-8400

    


    and if to
any Investor, to such address for such Investor as shall appear next to such
Investor’s name on Schedule A
hereto, or as shall be designated by such Investor in writing to the Company in
accordance with this Section
6.

    


    7.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.  This Agreement may be executed and delivered by facsimile
transmission or email of an electronic file.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    8.           Entire Agreement;
Amendments.  This Agreement constitutes the entire agreement
between the parties with regard to the subject matter hereof and thereof,
superseding all prior agreements or understandings, whether written or oral,
between or among the parties.  Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended except pursuant to a
written instrument executed by the Company and each Investor. Any waiver or
consent given by a party shall be in writing and shall be effective only in the
specific instance and for the specific purpose for which given.

    


    [Signature Page to
Follow]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first-above written.

    


    
      
        	
                INTEGRAL
      VISION, INC.

              
	 
      
	
                By:  

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      
	
                SPECIAL
      SITUATIONS CAYMAN FUND, L.P.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:  David
      Greenhouse

              
	 
      	
                Title:  General
      Partner

              
	 
      
	
                SPECIAL
      SITUATIONS PRIVATE EQUITY FUND, L.P.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:  David
      Greenhouse

              
	 
      	
                Title:  General
      Partner

              
	 
      
	
                SPECIAL
      SITUATIONS TECHNOLOGY FUND, L.P.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:  David
      Greenhouse

              
	 
      	
                Title:  General
      Partner

              
	 
      
	
                SPECIAL
      SITUATIONS TECHNOLOGY FUND II, L.P.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:  David
      Greenhouse

              
	 
      	
                Title:  General
      Partner

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     Schedule
A

    


    SCHEDULE
OF INVESTORS

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Investor

                                Name

                              	 	
                                Address for Notices

                              	 	
                                Jurisdiction of

                                Residence

                              	 	
                                Number of

                                Warrant Shares

                                in  Warrant

                              
	
                                Special
      Situations Cayman Fund, L.P.

                              	 	
                                527
      Madison Avenue, Suite 2600

                                New
      York, NY 10022

                                Attention: 
      Marianne Kelly

                              	 	
                                Delaware

                              	 	
                                681,081

                              
	 	 	 	 	 	 	 
	
                                Special
      Situations Private Equity Fund, L.P.

                              	 	
                                527
      Madison Avenue, Suite 2600

                                New
      York, NY 10022

                                Attention: 
      Marianne Kelly

                              	 	
                                Delaware

                              	 	
                                1,459,459

                              
	 	 	 	 	 	 	 
	
                                Special
      Situations Technology Fund, L.P.

                              	 	
                                527
      Madison Avenue, Suite 2600

                                New
      York, NY 10022

                                Attention: 
      Marianne Kelly

                              	 	
                                Delaware

                              	 	
                                204,325

                              
	 	 	 	 	 	 	 
	
                                Special
      Situations Technology Fund II, L.P.

                              	 	
                                527
      Madison Avenue, Suite 2600

                                New
      York, NY 10022

                                Attention: 
      Marianne Kelly

                              	 	
                                Delaware

                              	 	
                                1,255,135

                              


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        12