Amended And Restated Installment Loan Note

APPROVED BY:
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ORC# INITIALS
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PRIMARY ORC #:
---------------------------- [NBD LOGO] AMENDED AND RESTATED*
INSTALLMENT BUSINESS LOAN NOTE


Due: Upon the earlier of (a) demand, (b) a default, Default $89,732.40
or an Event of Default hereunder or under the Forbearance
Agreement (defined below) or any related loan documents (other than the
Existing Defaults as defined in the Forbearance Agreement), or (c) the
expiration of the Forbearance Period (as defined in the Forbearance
Agreement).


No. Date: December , 1998
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PROMISE TO PAY. For value received, the undersigned (the "Borrower") promises to pay to NBD BANK (the "Bank"), or order, at any office of the Bank in the State of Michigan, the sum of EIGHTY-NINE THOUSAND SEVEN HUNDRED THIRTY-TWO DOLLARS AND 40/100 ($89,732.40) plus interest computed on the basis of the actual number of days elapsed in a year of 360 days at the rate of:


1% per annum above the rate announced from time to time by the Bank as
its "prime" rate (the "Note Rate"), which rate may not be the lowest
rate charged by the Bank to any of its customers, until default or
until maturity, whether by default, acceleration or otherwise, and at
the rate of 3% per annum above the Note Rate on overdue principal from
the date when due until paid or from the date of default. Each change
in the "prime" rate will immediately change the Note Rate.


In no event shall the interest rate exceed the maximum rate allowed by law; any interest payment which would for any reason be deemed unlawful under applicable law shall be applied to principal.


The Borrower will pay this sum in consecutive monthly payments of $2,188.60, plus interest commencing on December 20, 1998, and each month thereafter until the earlier of (a) demand, (b) a default, Default, or an Event of Default hereunder or under the Forbearance Agreement or any related loan documents (other than the Existing Defaults), or (c) the expiration of the Forbearance Period, at which time the entire balance of unpaid principal plus accrued interest shall be due and payable immediately. Each payment will be applied first to accrued interest, then to principal.


LOAN AGREEMENT. This note evidences a debt under the terms of an Amended and Restated Revolving Credit and Loan Agreement between the Bank, Integral Vision, Ltd. and the Borrower dated July 31, 1998, as amended by the Amendment and Forbearance Agreement of approximate even date herewith ("Forbearance Agreement"), and any amendments thereto.


LATE FEE. If any payment is not received by the Bank within fifteen days after its due date, the Bank may assess and the Borrower agrees to pay a late fee equal to the lesser of five percent of the past due amount or $200.


PREPAYMENT. If a fixed interest rate is specified above, the Borrower may prepay all or any part of the principal balance of this note on one business day's notice provided that, in addition to all principal, interest and costs owing at the time of prepayment, the Borrower pays a prepayment premium equal to the Current Value of (i) the interest that would have accrued on the amount prepaid at the Note Rate, minus (ii)


1


2


the interest that could accrue on the amount prepaid at the Treasury Rate. In both cases, interest will be calculated from the prepayment date to the maturity dates of the installments being prepaid. Such maturity dates shall be determined by applying the prepayment to the scheduled installments of principal in their inverse order of maturity. "Treasury Rate" means the yield, as of the date of prepayment, on United States Treasury bills, notes or bonds, selected by the Bank in its discretion, having maturities comparable to the scheduled maturities of the installments being prepaid. "Current Value" means the net present value of the dollar amount of the interest to be earned, discounted at the Treasury Rate. In no event shall the prepayment premium be less than zero. The Borrower's notice of its intent to prepay shall be irrevocable. If the balance of this note is accelerated in accordance with the terms of this note, the resulting balance due shall be considered a prepayment due and payable as of the date of acceleration. The Borrower agrees that the prepayment premium is a reasonable estimate of loss and not a penalty. The prepayment premium is payable as liquidated damages for the loss of bargain and its payment shall not in any way reduce, affect or impair any other obligation of the Borrower under this note.


SECURITY. To secure the payment of this note and any other present or future liability of the Borrower, whether several, joint, or joint and several, the Borrower pledges and grants to the Bank a continuing security interest in the following described property and all of its additions, substitutions, increments, proceeds and products, whether now owned or later acquired ("Collateral"):


1. All securities and other property of the Borrower in the custody,
possession or control of th ...