<PAGE>
EXHIBIT 10.8
OCTOBER 1, 2003
FORM OF GUARANTY
(WITH SECURITY AGREEMENT)
FIDELITY BANK, ATLANTA, GEORGIA
FOR VALUE RECEIVED, the sufficiency of which is hereby
acknowledged,
and in consideration of any loan or other
financial accommodation heretofore or
hereafter at any time made or granted to
Intelligent Systems Corporation.
(hereinafter called the "Debtor") by
FIDELITY BANK, chartered under the laws of
the state of Georgia (hereinafter together
with its successors and assigns,
called the "Bank"), the undersigned
Guarantor(s) do hereby unconditionally
guaranty the full and prompt payment when
due, whether by declaration or
otherwise, and at all times hereafter, of
all obligations of the Debtor to the
Bank, however and whenever incurred or
evidenced, whether direct or indirect,
absolute or contingent, or due or to become
due (collectively called
"Liabilities"), and the undersigned
Guarantor(s) further agree(s) to pay the
following (herein called "Expenses"): (a)
all expenses paid or incurred by the
Bank in endeavoring to collect the
Liabilities or any part thereof from the
Debtor, including attorney's fees of 15% of
the total amount sought to be
collected if the Bank endeavors to collect
from the Debtor by law or through an
attorney at law; and (b) all expenses paid
or incurred by the Bank in collecting
this Guaranty, including attorney's fees of
15% of the total amount sought to be
collected if this Guaranty is collected by
law or through an attorney at law.
Undersigned Guarantor(s) hereby warrants that loans or other
financial
accommodations by the Bank to the Debtor
will be to the direct interest and
advantage of the undersigned Guarantor(s).
This Guaranty is a guaranty of
payment and not merely a guaranty of
collection.
This Guaranty shall be continuing, absolute and unconditional and
shall
remain in full force and effect as to the
undersigned Guarantor(s), even though
from time to time the Liabilities of the
Debtor may from time to time be
completely paid, subject to discontinuance
of this Guaranty as to any of the
undersigned Guarantor(s) (including,
without limitation, any undersigned
Guarantor(s) who shall become deceased,
incompetent or dissolved) only as
follows: Any of the undersigned
Guarantor(s), and an person duly authorized and
acting on behalf of any of the undersigned
Guarantor(s), may give written notice
to the Bank of the discontinuance of this
Guaranty as to the undersigned
Guarantor(s) by whom or on whose behalf
such notice is given, but no such notice
shall be effective in any respect until it
is actually received by the Bank and
no such notice shall affect or impair the
obligations hereunder of the
undersigned Guarantor(s) by whom or on
whose behalf such notice is given with
respect to the Liabilities existing at the
date of receipt of such notice by the
Bank, any interest thereon or any expenses
paid or incurred by the Bank in
endeavoring to collect such Liabilities, or
any part thereof, and in enforcing
this Guaranty against such undersigned
Guarantor(s). Any such notice of
discontinuance by or on behalf of any of
the undersigned Guarantor(s) shall not
affect or impair the obligations hereunder
of any other of the undersigned
Guarantor(s).
To secure the obligations herein, along with any extensions or
renewals
thereof, in whole or in part, as well as
all other indebtedness of undersigned
Guarantor(s) to Bank, now existing or
hereafter incurred or arising however
incurred, undersigned Guarantor(s) does
hereby grant to Bank a security interest
in and security title to the following: all
assets of the Guarantor, including
all Inventory, Accounts, General
Intangibles, Chattel Paper, Equipment and
Fixtures, and Leasehold Improvements owned
by the Guarantor now or in the future
together with any and all additions and
accessions thereto or replacements
thereof, returned or unearned premiums from
any insurance on any of the same
against fire, theft, collision or other
catastrophe and any products and/or
proceeds of any of the foregoing (all
referred to herein as the "Collateral").
Neither the Collateral nor any portion
thereof may be transferred, assigned, or
sold, or any security interest granted
therein without prior written consent of
Bank. If at any time Bank shall deem itself
insecure, undersigned Guarantor(s)
will immediately furnish such further
Collateral to be held by Bank or make such
payment on account, as will be satisfactory
to Bank.
In addition to and independent of the rights and remedies of Bank
as a
secured party under the Uniform Commercial
Code of Georgia, Bank shall, as
security for the obligations of the
undersigned herein, have the right to take
possession of the Collateral, or the
proceeds thereof and to sell or otherwise
dispose thereof, and for this purpose, to
sign in the name of undersigned
Guarantor(s) any transfer, conveyance or
instrument necessary therefor, and Bank
may enter upon the premises on which the
Collateral or any part thereof may be
situated and remove the same therefrom
without being liable in any way to
undersigned Guarantor(s) to assemble the
Collateral and make the same reasonably
convenient to both parties. The right is
expressly granted to Bank to transfer
at any time to itself or its nominee any
Collateral held hereunder and to
receive the income therefrom and hold the
same as security herefor, or to apply
it to any of the obligations of the
undersigned herein. If any notification of
intended disposition of any of the
Collateral is required by law, such
notification shall be deemed reasonable and
properly given if mailed at least
five days before such disposition.
Whenever Bank in good faith reasonably believes that the prospect
of
payment of the obligations of the
undersigned Guarantor(s) herein is impaired,
Bank, without notice or demand of any kind,
may if the undersigned Guarantor(s)
is in bankruptcy place an administrative
freeze upon, and if the undersigned
Guarantor(s) is not in bankruptcy, hold and
set off against any or all
outstanding principal or interest as
reserve, a holdback or other account
