Key Employment Agreement - Invision Technologies Inc. and David M. Pillor



                           INVISION TECHNOLOGIES, INC.

                             KEY EMPLOYEE AGREEMENT

                                       FOR

                                 DAVID M. PILLOR


     AGREEMENT made this 1st day of March, 1996, by and between INVISION 
TECHNOLOGIES, INC. (hereinafter the 'Company') and you DAVID M. PILLOR 
(hereinafter also referred to as the 'Employee').

     WHEREAS, the Employee is currently serving as Senior Vice President, 
Sales and Marketing of the Company, and has so served since July 18, 1994; and

     WHEREAS, the Company desires to retain Employee's services, to formalize 
its employment agreement with him, and to demonstrate its appreciation for his 
efforts; and

     WHEREAS, the Company and the Employee wish to clarify their respective 
rights concerning the Employee's employment relationship with the Company;

     NOW, THEREFORE, in consideration for the mutual promises contained 
herein, and for such other valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties hereto agree as follows:

     1.   POSITION AND RESPONSIBILITIES

          1.1  The Company will continue to employ you and you shall serve in 
a management capacity (without commitment for a title) and perform the duties 
customarily associated with such capacity from time to time and at such place 
or places as the Company shall reasonably designate or as shall be reasonably 
appropriate and necessary in connection with such employment.

          1.2  To the best of your ability, you will devote your full time and 
best efforts to the performance of your duties hereunder and to the business 
and affairs of the Company. You agree to serve as an employee of the Company 
and to perform such duties as may be assigned to you by the Company's Chief 
Executive Officer from time to time.

          1.3  You will duly, punctually and faithfully perform and observe 
any and all rules and regulations which the Company may now or shall hereafter 
establish governing the conduct of its business.

     2.    COMPENSATION.  The Company currently pays you for the services 
rendered hereunder a basic salary of $9166.66 per month.  Such compensation is 
subject to change in

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accordance with the policies of the Company, as determined by its Board of 
Directors, in force from time to time, and payable in installments in 
accordance with Company policy. You shall also be entitled to all rights and 
benefits for which you shall be eligible under bonus, vacation, sick days, 
pension, group insurance, disability, life insurance, profit-sharing or other 
Company benefits which may be in force from time to time and provided to you 
or for the Company's employees generally.

     3.   OTHER ACTIVITIES DURING EMPLOYMENT

          3.1  Except with the prior written consent of the Company, you will 
not during the term of this Agreement undertake or engage in any other 
employment, occupation or business enterprise, other than ones in which you 
are a passive investor. You may engage in civic and not-for-profit activities 
so long as such activities do not materially interfere with the performance of 
your duties hereunder.

          3.2  Except as permitted by Section 3.3, you will not acquire, 
assume or participate in, directly or indirectly, any position, investment or 
interest known by you to be adverse or antagonistic to the Company, its 
business or prospects, financial or otherwise.

          3.3  During the term of your employment by the Company, you will not 
directly or indirectly, except on behalf of the Company, whether as an 
officer, director, stockholder, partner, proprietor, associate, 
representative, consultant, or in any capacity whatsoever engage in, become 
financially interested in, be employed by or have any business connection with 
any other person, corporation, firm, partnership or other entity whatsoever 
which are known by you to directly compete with the Company, throughout the 
world, in any of the business engaged in (or planned to be engaged in) by the 
Company; provided, however, that anything above to the contrary 
notwithstanding, you may own, as a passive investor, securities of any 
competitor corporation, so long as your direct holdings in any one such 
corporation shall not in the aggregate constitute more than 1% of the voting 
stock of such corporation.

     4.   FORMER EMPLOYMENT.  You represent and warrant that your employment 
by the Company will not conflict with and will not be constrained by any prior 
employment or consulting agreement or relationship.  You represent and warrant 
that you do not possess confidential information arising out of prior 
employment which, in your best judgment, would be utilized in connection with 
your employment by the Company, except in accordance with agreements between 
your former employer and the Company.

     5.   PROPRIETARY INFORMATION AND INVENTIONS.  You agree that you are 
bound by the provisions of the Proprietary Information Agreement between you 
and the Company, a form of which is attached hereto as Exhibit 1.

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     6.   TERM OF EMPLOYMENT; TERMINATION

          6.1  Your employment will be terminable at the will of either party, 
at any time, with or without cause or prior notice.

          6.2  If terminated for cause, or if Employee resigns voluntarily, 
Employee shall receive no severance pay or other benefits.  Termination for 
cause shall be effected by a decision of the Company's Chief Executive Officer 
or by resolution of the Company's Board of Directors only for the following 
reasons:

               (a)  The Employee's breach of his duty of undivided loyalty in 
the execution of his fiduciary duties to the Company, including, but not 
limited to, the use of his position of trust to further his private interests, 
or depriving the Company of any opportunity to which it is entitled;

               (b)  Dishonesty of the Employee with respect to the Company or 
any of its subsidiaries;

               (c)  Willful misfeasance or nonfeasance of duty intended to 
injure or having the effect of injuring the reputation, business, or business 
relationship of the Company or of any of its subsidiaries or any of their 
respective officers, directors or employees;

               (d)  Conviction of the Employee upon a charge of any crime 
which involves moral turpitude or which could reflect unfavorably upon the 
Company or any of its subsidiaries;

               (e)  Willful or prolonged absence from work by the Employee 
(other than by reason of disability due to physical or mental illness) or 
failure, neglect or refusal by the Employee to perform his duties and 
responsibilities without the same being corrected upon ten days prior written 
notice; or

               (f)  Material breach by the Employee of any of the covenants 
contained on this Agreement.

          6.3  If terminated without cause, Employee shall continue to receive 
his then-current salary for a period of six (6) months or until new employment 
begins, whichever occurs first. Employee agrees to notify the Company upon 
acceptance of new employment.

          6.4  In the event Employee desires to resign, Employee shall give 
the Company not less than thirty (60) days written notice.

     7.   REMEDIES.  Your duties under the Proprietary Information Agreement 
shall survive termination of your employment with the Company.  You 
acknowledge that a remedy at law for any breach or threatened breach by you of 
the provisions of the Proprietary

                                       3.



Information Agreement would be inadequate and you therefore agree that the 
Company shall be entitled to injunctive relief in case of any such breach or 
threatened breach.

     8.   ASSIGNMENT.  Neither this Agreement nor any rights or obligations 
hereunder may be assigned by the Company or by you.

     9.   SEVERABILITY.  In case any one or more of the provisions contained 
in this Agreement shall, for any reason, be held to be invalid, illegal or 
unenforceable in any respect, such invalidity, illegality or unenforceability 
shall not affect the other provisions of this Agreement, and this Agreement 
shall be construed as if such invalid, illegal or unenforceable provision had 
never been contained herein. If moreover, any one or more of the provisions 
contained in this Agreement shall for any reason be held to be excessively 
broad as to duration, scope, activity or subject, it shall be construed by 
limiting and reducing it, so as to be enforceable to the extent compatible 
with the applicable law as it shall then appear.

     10.  NOTICES.  Any notice which the Company is required or may desire to 
give you shall be given by personal delivery or registered or certified mail, 
return receipt requested, addressed to you at the address of record with the 
Company, or at such other place as you may from time to time designate in 
writing.  Any notice which you are required or may desire to give to the 
Company hereunder shall be given by personal delivery or by registered or 
certified mail, return receipt requested, addressed to the Company at its 
principal office, or at such other office as the Company may from time to time 
designate in writing. The date of personal delivery or the date of mailing any 
such notice shall be deemed to be the date of delivery thereof.

     11.  WAIVER.  If either party should waive any breach of any provisions 
of this Agreement, he or it shall not thereby be deemed to have waived any 
preceding or succeeding breach of the same or any other provision of this 
Agreement.

     12.  COMPLETE AGREEMENT; AMENDMENTS.  This Agreement, together with 
Exhibit I sets forth the entire agreement and understandings between the 
parties hereto and constitutes the complete, final and exclusive embodiment of 
their agreement with respect to the subject matter hereof. This Agreement 
merges all previous discussions and negotiations between the parties and 
supersedes and replaces any and every other agreement which may have existed 
between the parties with respect to the subject matter hereof. It may not be 
amended, supplemented, canceled or discharged except by written instrument 
executed by both parties hereto.

     13.  HEADINGS.  The headings of the sections hereof are inserted for 
convenience only and shall not be deemed to constitute a part hereof nor to 
affect the meaning thereof.

     14.  LAW GOVERNING AGREEMENT.  The validity of this Agreement and the 
rights, obligations, and relations of the parties hereunder shall be construed 
and determined under and in accordance with the substantive laws of the State 
of California without regard to its principles of conflicts of law.

                                       4.



     15.  FORUM.  Any legal action, suit or proceeding arising from or 
relating to this Agreement shall be brought and maintained in the United 
States District Court for the Northern District of California and the parties 
hereby submit to the jurisdiction thereof.

     16.  ATTORNEY FEES.  If either party brings any action to enforce its 
rights hereunder, the prevailing party in any such action shall be entitled to 
recover his or its reasonable attorneys' fees and costs in connection with 
such action.

                              INVISION TECHNOLOGIES, INC.

                              By:
                                 ---------------------------------------------
                                   Sergio Magistri

                              Title:
                                    ------------------------------------------
                              Date:
                                   -------------------------------------------

Accepted and agreed this

    day of      , 1994.
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-----------------------------
     David M. Pillor






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