Intellectual Property Security Agreement - Silicon Valley Bank and InVision Technologies Inc.


                    INTELLECTUAL PROPERTY SECURITY AGREEMENT


     THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of 
February 20, 1997, by and between SILICON VALLEY BANK ('Bank') and INVISION 
TECHNOLOGIES, INC. ('Grantor').

                                    RECITALS

     A.   Bank has agreed to make certain advances of money and to extend 
certain financial accommodation to Grantor (the 'Loans') in the amounts and 
manner set forth in that certain Loan and Security Agreement by and between 
Bank and Grantor dated as even date herewith (as the same may be amended, 
modified or supplemented from time to time, the 'Loan Agreement'; capitalized 
terms used herein are used as defined in the Loan Agreement).  Bank is willing 
to make the Loans to Grantor, but only upon the condition, among others, that 
Grantor shall grant to Bank a security interest in certain Copyrights, 
Trademarks and Patents to secure the obligations of Grantor under the Loan 
Agreement.

     B.   Pursuant to the terms of the Loan Agreement, Grantor has granted to 
Bank a security interest in all of Grantor's right, title and interest, 
whether presently existing or hereafter acquired, in, to and under all of the 
Collateral.

     NOW, THEREFORE, for good and valuable consideration, receipt of which is 
hereby acknowledged, and intending to be legally bound, as collateral security 
for the prompt and complete payment when due of its obligations under the Loan 
Agreement, Grantor hereby represents, warrants, covenants and agrees as 
follows:

                                    AGREEMENT

     To secure its obligations under the Loan Agreement, Grantor grants and 
pledges to Bank a security interest in all of Grantor's right, title and 
interest in, to and under its Intellectual Property Collateral (including 
without limitation those Copyrights, Patents and Trademarks listed on 
Schedules A, B, and C hereto), and including without limitation all proceeds 
thereof (such as, by way of example but not by way of limitation, license 
royalties and proceeds of infringement suits), the right to sue for past, 
present and future infringements, all rights corresponding thereto throughout 
the world and all re-issues, divisions continuations, renewals, extensions and 
continuations-in-part thereof.

     This security interest is granted in conjunction with the security 
interest granted to Bank under the Loan Agreement.  The rights and remedies of 
Bank with respect to the security interest granted hereby are in addition to 
those set forth in the Loan Agreement and the other Loan Documents, and those 
which are now or hereafter available to Bank as a matter of law or equity.  
Each right, power and remedy of Bank provided for herein or in the Loan 
Agreement or any of the Loan Documents, or now or hereafter existing at law or 
in equity shall be

                                       1.



cumulative and concurrent and shall be in addition to every right, power or 
remedy provided for herein and the exercise by Bank of any one or more of the 
rights, powers or remedies provided for in this Intellectual Property Security 
Agreement, the Loan Agreement or any of the other Loan Documents, or now or 
hereafter existing at law or in equity, shall not preclude the simultaneous 
or later exercise by any person, including Bank, of any or all other rights, 
powers or remedies.

     This Intellectual Property Security Agreement shall terminate upon 
Borrower's satisfaction of the conditions set forth in Section 4.1 of the Loan 
Agreement.

     IN WITNESS WHEREOF, the parties have caused this Intellectual Property 
Security Agreement to be duly executed by its officers thereunto duly 
authorized as of the first date written above.

                                        Grantor:

Address of Grantor:                     INVISION TECHNOLOGIES, INC.

34320 E. Third Avenue
Foster City, CA  94404                  By:
                                           -----------------------------------

                                        Title:
                                              --------------------------------

Attn:  Curt DiSibio

                                        Bank

Address of Bank:                        SILICON VALLEY BANK

3003 Tasman Drive                       By:
Santa Clara, CA  95054                     -----------------------------------
                                        Title:
                                              --------------------------------
Attn:  Patrick McCarthy



                                       2.




                                    EXHIBIT A

                                   COPYRIGHTS


                                      None














                            EXHIBIT B

                             PATENTS

DESCRIPTION                                        REGISTRATION   REGISTRATION
                                                      NUMBER          DATE

Automatic concealed object detection system having a  5,367,552     11/22/94
pre-scan stage

Automatic concealed object detection system having a  5,182,764     01/26/93
pre-scan stage









                            EXHIBIT C

                           TRADEMARKS



DESCRIPTION                                        REGISTRATION   REGISTRATION
                                                      NUMBER          DATE

InVision                                              2,030,463     01/14/97