INTELLIGENT DECISION SYSTEMS, INC.








                                    FORM S-8
                             REGISTRATION STATEMENT









                                 Exhibit No. 4.4




                Employment Contract Modification and Settlement Agreement


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            Employment Contract Modification and Settlement Agreement


         This agreement is made this 7th day of March, 1997 between  Intelligent
Decision Systems, Inc. (hereafter "IDS") and Eugene Feher, Jon Preiser and Scott
Preiser (hereafter "Employees").

         WHEREAS,  IDS entered into employment  agreements with the Employees on
June 28, 1996 ("Employment Agreements").

         WHEREAS,  as part of the  compensation  package the Employees were each
granted  14,275  shares of IDS common  stock,  90,000  warrants to purchase  IDS
common stock and 25,000  options to purchase IDS common  stock.  The  Employment
Agreements  were silent as to  registration  of the above  shares and the shares
underlying the warrants and options and a dispute arose as to whether the shares
should have been registered.

         WHEREAS,  it has been  agreed  between the  Employees  and IDS that IDS
shall grant 40,000  additional  Options to each of the  Employees,  register the
shares  underlying  said Options and register the 14,275 shares owned by each of
the Employees and the Employees will accept such action as full satisfaction and
discharge  of the claims and  disputes  made by the  Employees  regarding  their
Employment Agreements.

     NOW, THEREFORE,  IN CONSIDERATION OF THE PREMISES, and the mutual covenants
of the parties hereto and other good and valuable consideration had and received
by each of the parties to this settlement agreement,  receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:


         1. IDS shall  issue to each of the  Employees  a  Non-Statutory  Option
Agreement  to purchase  40,000  shares of IDS's  common at an exercise  price of
$1.22 which shall expire on June 27, 2001 and further,  IDS shall register under
the Securities Act of 1933, as amended,  under cover of a registration statement
on Form S-8, the shares underlying said Non-Statutory  Option Agreements and the
14,275 shares of common stock owned by each of the Employees.

         2. The Employees agree to accept said  Non-Statutory  Option Agreements
in full  settlement of the claims made by Employees  against IDS relating to the
Employees'  Employment  Agreements  and the Employees  shall release and forever
discharge IDS from all sums of money, debts, accounts, actions,  proceedings and
demands which  Employees  had or have against IDS arising from their  Employment
Agreements.


INTELLIGENT DECISION SYSTEMS, INC.           EMPLOYEES

By:  /s/ Mark A. Babin                       /s/ Eugene Feher
    ------------------------------           ----------------------------------
    Mark A. Babin, President                 Eugene Feher


                                             /s/  Jonathan Preiser
                                             ----------------------------------
                                             Jonathan Preiser


                                             /s/  Scott Preiser
                                             ----------------------------------
                                             Scott Preiser



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