EXHIBIT 4(6)

CONSENT TO MODIFICATIONS

This
Consent to Modifications, dated January 18, 2008 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, August 13, 2007, and October 10, 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 $2,964,000 (all of which are
 currently due February 15, 2008) 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 $3,500,000 limit of aggregate Notes issuable
 pursuant to the Purchase Agreement (as modified October 10, 2007), the
 Company can only issue $158,000 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 $3,500,000 to $3,700,000.

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

January,
2008 Consent to Modifications

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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. |  |                               
|                               |  |                               
|                               |  |                               
|Note Holder                    |  |                               

January, 2008 Consent to
Modifications

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