INTELLIGENT SYSTEMS CORP
EX-10.6 NEGATIVE PLEDGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>g88120exv10w6.txt
<DESCRIPTION>EX-10.6 NEGATIVE PLEDGE AGREEMENT
<TEXT>
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                                                                    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

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

                  "PROPERTY" shall mean all of Pledgor's right, title and
         interest whether fee or leasehold, in and to the property described on
         EXHIBIT "A" attached hereto and by reference incorporated herein.

         2.       Without the prior written consent of Lender, which consent may
be withheld in Lender's sole discretion for any reason, Pledgor shall not:

                  (A)      LIENS. Create, assume, or allow to exist any Lien
upon the Property, except:

                           (i) Liens in favor of the Lender given to secure any
                  Debt, whether now owing or hereafter coming into existence,
                  owed from the Pledgor to the Bank;

                           (ii) Liens for taxes or assessments or other
                  governmental charges or levies not yet due or which are being
                  actively contested in good faith by appropriate proceedings if
                  adequate reserves with respect thereto are maintained on the
                  books of the Pledgor or any subsidiary in accordance with
                  generally accepted accounting principles;

                           (iii) Statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, materialmen and other Liens
                  imposed by law created in the ordinary course of business for
                  amounts not yet due or which are being contested in good faith
                  by appropriate proceedings and with respect to which adequate
                  reserves are being maintained;

                           (iv) Liens (other than any Lien imposed by ERISA)
                  incurred or deposits made in the ordinary course of business
                  in connection with workmen's compensation, unemployment
                  insurance and other types of social security, or to secure the
                  performance of tenders, statutory obligations, surety and
                  appeal bonds, bids, leases, government contracts, performance
                  and return-of-money bonds and other similar obligations (other
                  than obligation for the payment of borrowed money);

                  (B)      DEBT. Create, incur, assume, or suffer to exist any
         Debt or enter into any Debt Instrument of any description whatsoever
         secured by the Property not existing AND disclosed to Lender in writing
         as of the date of this Agreement, except (i) Debt incurred under the
         Note; and (ii) Debt Instruments executed in favor of Lender.

                  (C)      MERGER, ETC. Wind up, liquidate or dissolve itself,
         reorganize, merge or consolidate with or into, or convey, sell, assign,
         transfer, lease, or otherwise dispose of (whether in one transaction or
         in a series of transactions) all or substantially all of its assets
         (whether now owned or hereafter acquired) to any person or entity, or
         acquire all or substantially all of the assets of the business of any
         person or entity.

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                  (D)      SALES. No sale, gift, transfer, assignment or
         conveyance of any property or interests as set forth on Exhibit A
         hereto without the written consent of Lender, which shall not be
         unreasonably withheld, and provided that Lender received the gross
         proceeds of any such sale, less any normal and customary closing costs.

         3.       Any attempted sale, transfer, gift, pledge, assignment,
encumbrance, mortgage, hypothecation, lien or security interest in or to, or
other disposition of, or any interest or right in or to, or option to purchase
the Property, not in accordance with the terms and conditions of this Agreement
shall be NULL AND VOID and the same shall constitute an Event of Default under
the Note.

         4.       In the event that any of the covenants, agreements, terms or
provisions contained herein shall be invalid, illegal or unenforceable, in any
respect, the validity of the remaining provisions contained herein shall be in
no way affected, prejudiced or disturbed thereby.

         5.       Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, or by any action or inaction, but only
by an instrument in writing, signed by both parties hereto.

         6.       This Agreement shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto.

         7.       This Agreement may be executed in two or more original
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement. This Agreement shall be governed by
the laws of the State of Georgia.

         IN WITNESS WHEREOF, the parties have executed this Negative Pledge
Agreement under seal the date and year set forth above.

Signed, sealed and delivered              PLEDGOR:
in the presence of:
                                          Intelligent Systems Corporation,
                                          a Georgia corporation
___________________________________
Witness

                                          By:___________________________________

___________________________________          Its:_______________________________
Notary Public
                                          Attest:_______________________________
My commission expires:_____________              Name:__________________________
                                                 Title:_________________________
         (NOTARIAL SEAL)

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Signed, sealed and delivered              LENDER:
in the presence of:
                                          Fidelity Bank

___________________________________
Witness

                                          By:___________________________________
                                             Name:______________________________
___________________________________          Title:_____________________________
Notary Public

My commission expires:_____________

        (NOTARIAL SEAL)

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