Negative Pledge Agreement

EXHIBIT 10.6


NEGATIVE PLEDGE AGREEMENT


THIS NEGATIVE PLEDGE AGREEMENT ("AGREEMENT") is made effective the 1st day of October, 2003 by Intelligent Systems, Corporation, a Georgia corporation (hereinafter referred to as "PLEDGOR") in favor of Fidelity Bank, chartered under the laws of the state of Georgia (hereinafter referred to as "LENDER" or "BANK").


BACKGROUND STATEMENT


WHEREAS, Pledgor is justly indebted to Lender pursuant to that certain Commercial Promissory Note and Loan Agreement of even date herewith evidencing a loan ("LOAN") in the principal amount of $1,500,000.00 (herein the "NOTE") executed by Pledgor in favor of Lender; and


WHEREAS, the Lender has required, as a condition to extending such financial accommodations, the execution and delivery of this Agreement by the Pledgor.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing recitals, the agreement of Lender to extend the Loan, Ten Dollars ($10.00) in hand paid and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor hereby agrees as follows:


1. The following terms shall have the following meanings:


"DEBT" or "DEBT INSTRUMENT" shall mean (a) indebtedness or
liability for borrowed money; (b) obligations evidenced by bonds,
debentures, notes or other similar instruments; (c) obligations for the
deferred purchase price of property or services (including trade
obligations); (d) obligations as lessee under capital leases; (e)
current liabilities in respect of unfunded vested benefits under plans
covered by ERISA; (f) all guaranties, endorsements (other than for
collection or deposit in the ordinary course of business), and other
contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or entity, or otherwise to assure
a creditor against loss; (g) obligations secured by any Liens whether
or not the obligations have been assumed; and (h) any further negative
pledge, encumbrance or like or similar agreement pursuant to which
Pledgor agrees to the matters or restrictions described in Section 2
hereof (other than in favor of Lender).


"LIEN" shall mean any mortgage, deed to secure debt, deed of
trust, pledge, security interest, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), or preference,
priority, or other security agreement or preferential arrangement,
charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the


filing of any financing statement under the Uniform Commercial Code or
comparable law of any jurisdiction to evidence any of the for ...