Loan and Security Agreement - Silicon Valley Bank and InVision Technologies Inc.



                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
                           INVISION TECHNOLOGIES, INC.



                                TABLE OF CONTENTS



                                                                                            Page
                                                                                      

1     ACCOUNTING AND OTHER TERMS...............................................................4

2     LOAN AND TERMS OF PAYMENT................................................................4
      2.1      Credit Extensions...............................................................4
      2.2      Interest Rate, Payments.........................................................6
      2.3      Fees............................................................................6
      2.4      Additional Costs................................................................6

3     CONDITIONS OF LOANS......................................................................6
      3.1      Conditions Precedent to Initial Credit Extension................................6
      3.2      Conditions Precedent to all Credit Extensions...................................6

4     CREATION OF SECURITY INTEREST............................................................7
      4.1      Grant of Security Interest......................................................7

5     REPRESENTATIONS AND WARRANTIES...........................................................7
      5.1      Due Organization and Authorization..............................................7
      5.2      Collateral......................................................................7
      5.3      Litigation......................................................................7
      5.4      No Material Adverse Change in Financial Statements..............................7
      5.5      Solvency........................................................................7
      5.6      Regulatory Compliance...........................................................7
      5.7      Subsidiaries....................................................................8
      5.8      Full Disclosure.................................................................8

6     AFFIRMATIVE COVENANTS....................................................................8
      6.1      Clean-Up Period.................................................................8
      6.2      Government Compliance...........................................................8
      6.3      Financial Statements, Reports, Certificates.....................................8
      6.4      Inventory; Returns..............................................................9
      6.5      Taxes...........................................................................9
      6.6      Insurance.......................................................................9
      6.7      Primary Accounts................................................................9
      6.8      Financial Covenants.............................................................9
      6.9      Further Assurances..............................................................9

7     NEGATIVE COVENANTS......................................................................10
      7.1      Dispositions...................................................................10
      7.2      Changes in Business, Ownership, Management or Business Locations...............10
      7.3      Mergers or Acquisitions........................................................10
      7.4      Indebtedness...................................................................10
      7.5      Encumbrance....................................................................10
      7.6      Distributions; Investments.....................................................10
      7.7      Transactions with Affiliates...................................................10
      7.8      Subordinated Debt..............................................................10
      7.9      Compliance.....................................................................11

8     EVENTS OF DEFAULT.......................................................................11
      8.1      Payment Default................................................................11
      8.2      Covenant Default...............................................................11
      8.3      Material Adverse Change........................................................11



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                                                                                            Page
                                                                                      

      8.4      Attachment.....................................................................11
      8.5      Insolvency.....................................................................11
      8.6      Other Agreements...............................................................12
      8.7      Judgments......................................................................12
      8.8      Misrepresentations.............................................................12

9     BANK'S RIGHTS AND REMEDIES..............................................................12
      9.1      Rights and Remedies............................................................12
      9.2      Power of Attorney..............................................................12
      9.3      Accounts Collection............................................................13
      9.4      Bank Expenses..................................................................13
      9.5      Bank's Liability for Collateral................................................13
      9.6      Remedies Cumulative............................................................13
      9.7      Demand Waiver..................................................................13

10    NOTICES.................................................................................13

11    CHOICE OF LAW , VENUE AND JURY TRIAL WAIVER.............................................14

12    GENERAL PROVISIONS......................................................................14
      12.1     Successors and Assigns.........................................................14
      12.2     Indemnification................................................................14
      12.3     Time of Essence................................................................14
      12.4     Severability of Provision......................................................14
      12.5     Amendments in Writing, Integration.............................................14
      12.6     Counterparts...................................................................14
      12.7     Survival.......................................................................15
      12.8     Confidentiality................................................................15
      12.9     Effect of Amendment and Restatement............................................15
      12.10    Attorneys' Fees, Costs and Expenses............................................15

13    DEFINITIONS.............................................................................15
      13.1     Definitions....................................................................15


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         THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated May 4,
1999, between SILICON VALLEY BANK ('Bank'), whose address is 3003 Tasman Drive,
Santa Clara, California 95054 and INVISION TECHNOLOGIES, INC. ('Borrower'),
whose address is 7151 Gateway Boulevard, Newark, California 94560.

                                    RECITALS

         A.       Bank and Borrower are parties to that certain Loan and
Security Agreement dated February 20, 1997, as amended (collectively, the
'Original Agreement').

         B.       Borrower and Bank desire in this Agreement to set forth their
agreement with respect to continue amortizing the Term Loans and a working
capital and equipment line and to amend and restate in its entirety without
novation the Original Agreement in accordance with the provisions herein.

                                    AGREEMENT

         The parties agree as follows:

1        ACCOUNTING AND OTHER TERMS

         Accounting terms not defined in this Agreement will be construed
following GAAP. Calculations and determinations must be made following GAAP. The
term 'financial statements' includes the notes and schedules. The terms
'including' and 'includes' always mean 'including (or includes) without
limitation,' in this or any Loan Document. THIS AGREEMENT SHALL BE CONSTRUED TO
IMPART UPON BANK A DUTY TO ACT REASONABLY AT ALL TIMES.

2        LOAN AND TERMS OF PAYMENT

2.1      CREDIT EXTENSIONS.

         Borrower will pay Bank the unpaid principal amount of all Credit
Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1    REVOLVING ADVANCES.

         (a) Bank will make Advances not exceeding (i) the Committed Revolving
Line, minus (ii) the amount of all outstanding Letters of Credit (including
drawn but unreimbursed Letters of Credit), and minus (iii) the Foreign Exchange
Reserve. Amounts borrowed under this Section may be repaid and reborrowed during
the term of this Agreement.

         (b) To obtain an Advance, Borrower must notify Bank by facsimile or
telephone by 3:00 p.m. Pacific time on the Business Day the Advance is to be
made. Borrower must promptly confirm the notification by delivering to Bank the
Payment/Advance Form attached as Exhibit B. Bank will credit Advances to
Borrower's deposit account. Bank may make Advances under this Agreement based on
instructions from a Responsible Officer or his or her designee or without
instructions if the Advances are necessary to meet Obligations which have become
due. Bank may rely on any telephone notice given by a person whom Bank believes
is a Responsible Officer or designee. Borrower will indemnify Bank for any loss
Bank suffers due to reliance.

         (c) The Committed Revolving Line terminates on the Revolving Maturity
Date, when all Advances and other amounts due under this Agreement are
immediately payable.

2.1.2    LETTERS OF CREDIT.

         Bank will issue or have issued Letters of Credit for Borrower's account
not exceeding (i) the Committed Revolving Line minus (ii) the outstanding
principal balance of the Advances minus the Foreign Exchange Reserve; however,
the face amount of outstanding Letters of Credit (including drawn but


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unreimbursed Letters of Credit and any Letter of Credit Reserve) may not exceed
$4,000,000. Each Letter of Credit will have an expiry date of no later than 180
days after the Revolving Maturity Date, but Borrower's reimbursement obligation
will be secured by cash on terms acceptable to Bank at any time after the
Revolving Maturity Date if the term of this Agreement is not extended by Bank.

2.1.3    FOREIGN EXCHANGE SUBLIMIT.

         If there is availability under the Committed Revolving Line and the
Borrowing Base, then Borrower may enter in foreign exchange forward contracts
with the Bank under which Borrower commits to purchase from or sell to Bank a
set amount of foreign currency more than one business day after the contract
date (the 'FX Forward Contract'). Bank will subtract 10% of each outstanding FX
Forward Contract from the foreign exchange sublimit which is a maximum of
$3,000,000 (the 'FX Sublimit'). The total FX Forward Contracts at any one time
may not exceed 10 times the amount of the FX Sublimit. Bank may terminate the FX
Forward Contracts if an Event of Default occurs.

2.1.4    EQUIPMENT ADVANCES.

         (a) Through April 20, 2000 (the 'Equipment Availability End Date'),
Bank will make advances ('Equipment Advance' and, collectively, 'Equipment
Advances') not exceeding the Committed Equipment Line. The Equipment Advances
may only be used to finance or refinance Equipment and may not exceed 100% of
the invoice. Softcosts (consisting of taxes, shipping, warranty charges, freight
discounts and installation expense) may constitute up to 20% of the aggregate
Equipment Advances.

         (b) Interest accrues from the date of each Equipment Advance at the
rate in Section 2.2(a) and is payable monthly until the Equipment Availability
End Date occurs. Equipment Advances outstanding on the Equipment Availability
End Date are payable in 36 equal monthly installments of principal, plus accrued
interest, beginning on the 20th of each month following the Equipment
Availability End Date and ending on April 20, 2003 (the 'Equipment Maturity
Date'). Equipment Advances when repaid may not be reborrowed.

         (c) To obtain an Equipment Advance, Borrower must notify Bank (the
notice is irrevocable) by facsimile no later than 3:00 p.m. Pacific time 1
Business Day before the day on which the Equipment Advance is to be made. The
notice in the form of Exhibit B (Payment/Advance Form) must be signed by a
Responsible Officer or designee and include a copy of the invoice for the
Equipment being financed.

2.1.5    TERM LOAN #1.

         (a) The outstanding amount under the Term Loan #1 will continue to
amortize and be payable as follows:

         (b) Borrower will pay 50 equal installments of principal plus Interest
of $11,041.72 (the 'Term Loan #1 Payment'). Each Term Loan #1 Payment is payable
on the 29th of each month during the term of the loan. Borrower's final Term
Loan #1 Payment, due on June 29, 2003, includes all outstanding Term Loan #1
principal and accrued interest.

2.1.6    TERM LOAN #2.

         (a) The outstanding amount under the Term Loan # 2 will continue to 
amortize and be payable as follows:

         (b) Borrower will pay 31 equal installments of principal plus Interest
of $17,846.62 (the 'Term Loan #2 Payment'). Each Term Loan #2 Payment is payable
on the 29th of each month during the term of the loan. Borrower's final Term
Loan # 2 Payment, due on November 29, 2001, includes all outstanding Term Loan
#2 principal and accrued interest.


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2.2      INTEREST RATE, PAYMENTS.

         (a) Interest Rate. (i) Advances accrue interest on the outstanding
principal balance at a per annum rate equal to the Prime Rate; (ii) Prior to the
Equipment Availability End Date, Equipment Advances accrue interest on the
outstanding principal balance at a per annum rate of 0.25 percentage points
above the Prime Rate. Following the Equipment Availability End Date, Borrower
shall have the option of electing either variable rate equal to 0.25 percentage
points above the Prime Rate or a fixed rate equal to the Treasury Rate plus 350
basis points; (iii) the Term Loan # 1 accrues interest at a per annum rate fixed
at 8.99 percent; and (iv) the Term Loan #2 accrues interest at a per annum rate
fixed at 9.03 percent. For all fixed rate Obligations, any prepayment must
include a Prepayment Fee. After an Event of Default, Obligations accrue interest
at 5 percent above the rate effective immediately before the Event of Default.
The interest rate increases or decreases when the Prime Rate changes. Interest
is computed on a 360 day year for the actual number of days elapsed.

         (b) Payments. Interest due on the Committed Revolving Line is payable
on the 20th of each month. Interest due on the Equipment Advances is payable on
the 20th of each month. Bank may debit any of Borrower's deposit accounts
including Account Number _____________________________ for principal and
interest payments or any amounts Borrower owes Bank. Bank will notify Borrower
when it debits Borrower's accounts. These debits are not a set-off. Payments
received after 12:00 noon Pacific time are considered received at the opening of
business on the next Business Day. When a payment is due on a day that is not a
Business Day, the payment is due the next Business Day and additional fees or
interest accrue.

2.3      FEES.

         Borrower will pay:

         (a) Facility Fee.  A fully earned, non-refundable Facility Fee of 
$12,500 for the Committed Revolving Line due on the Closing Date; and

         (b) Bank Expenses. All Bank Expenses (including reasonable attorneys'
fees and expenses) incurred through and after the date of this Agreement, are
payable when due.

2.4      ADDITIONAL COSTS.

         If any law or regulation increases Bank's costs or reduces its income
for any loan, Borrower will pay the increase in cost or reduction in income or
additional expense.

3        CONDITIONS OF LOANS

3.1      CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.

         Bank's obligation to make the initial Credit Extension is subject to
the condition precedent that it receive the agreements, documents and fees it
requires.

3.2      CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.

         Bank's obligations to make each Credit Extension, including the initial
Credit Extension, is subject to the following:

         (a) timely receipt of any Payment/Advance Form; and

         (b) the representations and warranties in Section 5 must be materially
true on the date of the Payment/Advance Form and on the effective date of each
Credit Extension and no Event of Default may have occurred and be continuing, or
result from the Credit Extension. Each Credit Extension is Borrower's
representation and warranty on that date that the representations and warranties
of Section 5 remain true.


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4        CREATION OF SECURITY INTEREST

4.1      GRANT OF SECURITY INTEREST.

         Borrower grants Bank a continuing security interest in all presently
existing and later acquired Collateral to secure all Obligations and performance
of each of Borrower's duties under the Loan Documents. Except for Permitted
Liens, any security interest will be a first priority security interest in the
Collateral. Bank may place a 'hold' on any deposit account pledged as
Collateral. If this Agreement is terminated, Bank's lien and security interest
in the Collateral will continue until Borrower fully satisfies its Obligations.
Additionally, Borrower agrees that for all Accounts from the Federal Aviation
Administration ('FAA'), Borrower will cause the payee to assign its payment
rights to Bank and have the assignment acknowledged under the Assignment of
Claims Act of 1940 (31 U.S.C. 3727).

5        REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants as follows:

5.1      DUE ORGANIZATION AND AUTHORIZATION.

         Borrower and each Subsidiary is duly existing and in good standing in
its state of formation and qualified and licensed to do business in, and in good
standing in, any state in which the conduct of its business or its ownership of
property requires that it be qualified.

         The execution, delivery and performance of the Loan Documents have been
duly authorized, and do not conflict with Borrower's formation documents, nor
constitute an event of default under any material agreement by which Borrower is
bound. Borrower is not in default under any agreement to which or by which it is
bound in which the default could cause a Material Adverse Change.

5.2      COLLATERAL.

         Borrower has good title to the Collateral, free of Liens except
Permitted Liens. All Inventory is in all material respects of good and
marketable quality, free from material defects.

5.3      LITIGATION.

         Except as shown in the Schedule, there are no actions or proceedings
pending or, to Borrower's knowledge, threatened by or against Borrower or any
Subsidiary in which an adverse decision could cause a Material Adverse Change.

5.4      NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS.

         All consolidated financial statements for Borrower, and any Subsidiary,
delivered to Bank fairly present in all material respects Borrower's
consolidated financial condition and Borrower's consolidated results of
operations. There has not been any material deterioration in Borrower's
consolidated financial condition since the date of the most recent financial
statements submitted to Bank.

5.5      SOLVENCY.

         The fair salable value of Borrower's assets (including goodwill minus
disposition costs) exceeds the fair value of its liabilities; the Borrower is
not left with unreasonably small capital after the transactions in this
Agreement; and Borrower is able to pay its debts (including trade debts) as they
mature.

5.6      REGULATORY COMPLIANCE.

         Borrower is not an 'investment company' or a company 'controlled' by an
'investment company' under the Investment Company Act. Borrower is not engaged
as one of its important activities in 


                                      7


extending credit for margin stock (under Regulations G, T and U of the 
Federal Reserve Board of Governors). Borrower has complied with the Federal 
Fair Labor Standards Act. Borrower has not violated any laws, ordinances or 
rules, the violation of which could cause a Material Adverse Change. None of 
Borrower's or any Subsidiary's properties or assets has been used by Borrower 
or any Subsidiary or, to the best of Borrower's knowledge, by previous 
Persons, in disposing, producing, storing, treating, or transporting any 
hazardous substance other than legally. Borrower and each Subsidiary has 
timely filed all required tax returns and paid, or made adequate provision to 
pay, all taxes, except those being contested in good faith with adequate 
reserves under GAAP. Borrower and each Subsidiary has obtained all consents, 
approvals and authorizations of, made all declarations or filings with, and 
given all notices to, all government authorities that are necessary to 
continue its business as currently conducted.

5.7      SUBSIDIARIES.

         Borrower does not own any stock, partnership interest or other equity
securities except for Permitted Investments.

5.8      FULL DISCLOSURE.

         No representation, warranty or other statement of Borrower in any
certificate or written statement given to Bank contains any untrue statement of
a material fact or omits to state a material fact necessary to make the
statements contained in the certificates or statements not misleading.

6        AFFIRMATIVE COVENANTS

         Borrower will do all of the following:

6.1      CLEAN-UP PERIOD.

         Borrower will maintain a zero balance on the Committed Revolving Line
(exclusive of Letters of Credit Obligations) for a period of thirty (30)
consecutive days during the term of the Committed Revolving Line.

6.2      GOVERNMENT COMPLIANCE.

         Borrower will maintain its and all Subsidiaries' legal existence and
good standing in its jurisdiction of formation and maintain qualification in
each jurisdiction in which the failure to so qualify could have a material
adverse effect on Borrower's business or operations. Borrower will comply, and
have each Subsidiary comply, with all laws, ordinances and regulations to which
it is subject, noncompliance with which could have a material adverse effect on
Borrower's business or operations or cause a Material Adverse Change.

6.3      FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

         (a) Borrower will deliver to Bank: (i) as soon as available, but no
later than 20 days after the last day of each month, a company prepared
consolidated balance sheet and income statement covering Borrower's consolidated
operations during the period, in a form and certified by a Responsible Officer
acceptable to Bank; (ii) as soon as available, but no later than 120 days after
the last day of Borrower's fiscal year, audited consolidated financial
statements prepared under GAAP, consistently applied, together with an
unqualified opinion on the financial statements from an independent certified
public accounting firm acceptable to Bank; (iii) within 5 days of filing, copies
of all statements, reports and notices made available to Borrower's security
holders or to any holders of Subordinated Debt and all reports on Form 10-K,
10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt
report of any legal actions pending or threatened against Borrower or any
Subsidiary that could result in damages or costs to Borrower or any Subsidiary
of $100,000 or more; and (v) budgets, sales projections, operating plans or
other financial information Bank requests.


                                      8


         (b) Within 20 days after the last day of each month, Borrower will
deliver to Bank with the monthly financial statements a Compliance Certificate
signed by a Responsible Officer in the form of Exhibit C.

         (c) Bank has the right to audit Borrower's Collateral at Borrower's
expense, but the audits will be conducted no more often than annually unless (i)
there are no borrowings under the Committed Revolving Line and (ii) an Event of
Default has occurred and is continuing.

6.4      INVENTORY; RETURNS.

         Borrower will keep all Inventory in good and marketable condition, free
from material defects. Returns and allowances between Borrower and its account
debtors will follow Borrower's customary practices as they exist at execution of
this Agreement. Borrower must promptly notify Bank of all returns, recoveries,
disputes and claims, that involve more than $50,000.

6.5      TAXES.

         Borrower will make, and cause each Subsidiary to make, timely payment
of all material federal, state, and local taxes or assessments and will deliver
to Bank, on demand, appropriate certificates attesting to the payment.

6.6      INSURANCE.

         Borrower will keep its business and the Collateral insured for risks
and in amounts, as Bank requests. Insurance policies will be in a form, with
companies, and in amounts that are satisfactory to Bank. All property policies
will have a lender's loss payable endorsement showing Bank as an additional loss
payee and all liability policies will show the Bank as an additional insured and
provide that the insurer must give Bank at least 20 days notice before canceling
its policy. At Bank's request, Borrower will deliver certified copies of
policies and evidence of all premium payments. Proceeds payable under any policy
will, at Bank's option, be payable to Bank on account of the Obligations.

6.7      PRIMARY ACCOUNTS.

         Borrower will maintain its primary depository and operating accounts
with Bank.

6.8      FINANCIAL COVENANTS.

         Borrower will maintain, at such times there are outstanding Credit
Extensions, as of the last day of each month, otherwise as of the last day of
each quarter:

               (i)    QUICK RATIO (ADJUSTED).  A ratio of Quick Assets to 
Current Liabilities minus Deferred Maintenance Revenue of at least 1.25 to 
1.00.

               (ii)   DEBT/TANGIBLE NET WORTH RATIO.  A ratio of Total
Liabilities less Subordinated Debt to Tangible Net Worth plus Subordinated Debt
of not more than 1.00 to 1.00.

               (iii)  PROFITABILITY.  Borrower will have a minimum net profit of
$1 for each quarter and fiscal year end.

6.9      FURTHER ASSURANCES.

         Borrower will execute any further instruments and take further action
as Bank requests to perfect or continue Bank's security interest in the
Collateral or to effect the purposes of this Agreement.


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7        NEGATIVE COVENANTS

         Borrower will not do any of the following:

7.1      DISPOSITIONS.

         Convey, sell, lease, transfer or otherwise dispose of (collectively
'Transfer'), or permit any of its Subsidiaries to Transfer, all or any part of
its business or property, other than Transfers (i) of Inventory in the ordinary
course of business; (ii) of non-exclusive licenses and similar arrangements for
the use of the property of Borrower or its Subsidiaries in the ordinary course
of business; or (iii) of worn-out or obsolete Equipment.

7.2      CHANGES IN BUSINESS, OWNERSHIP, MANAGEMENT OR BUSINESS LOCATIONS.

         Engage in or permit any of its Subsidiaries to engage in any business
other than the businesses currently engaged in by Borrower or have a material
change in its ownership of greater than 25%. Borrower will not, without at least
30 days prior written notice, relocate its chief executive office or add any new
offices or business locations.

7.3      MERGERS OR ACQUISITIONS.

         Merge or consolidate, or permit any of its Subsidiaries to merge or
consolidate, with any other Person, or acquire, or permit any of its
Subsidiaries to acquire, all or substantially all of the capital stock or
property of another Person, except where (i) no Event of Default has occurred
and is continuing or would result from such action during the term of this
Agreement or result in a decrease of more than 25% of Tangible Net Worth; or
(ii) the merger or consolidation is (a) a Subsidiary into another Subsidiary or
(b) a Subsidiary into Borrower.

7.4      INDEBTEDNESS.

         Create, incur, assume, or be liable for any Indebtedness, or permit any
Subsidiary to do so, other than Permitted Indebtedness.

7.5      ENCUMBRANCE.

         Create, incur, or allow any Lien on any of its property, or assign or
convey any right to receive income, including the sale of any Accounts, or
permit any of its Subsidiaries to do so, except for Permitted Liens, or permit
any Collateral not to be subject to the first priority security interest granted
here.

7.6      DISTRIBUTIONS; INVESTMENTS.

         Directly or indirectly acquire or own any Person, or make any
Investment in any Person, other than Permitted Investments, or permit any of its
Subsidiaries to do so. Pay any dividends or make any distribution or payment or
redeem, retire or purchase any capital stock.

7.7      TRANSACTIONS WITH AFFILIATES.

         Directly or indirectly enter or permit any material transaction with
any Affiliate except transactions that are in the ordinary course of Borrower's
business, on terms no less favorable to Borrower than would be obtained in an
arm's length transaction with a non-affiliated Person.

7.8      SUBORDINATED DEBT.

         Make or permit any payment on any Subordinated Debt, except under the
terms of the Subordinated Debt, or amend any provision in any document relating
to the Subordinated Debt without Bank's prior written consent.


                                      10


7.9      COMPLIANCE.

         Become an 'investment company' or a company controlled by an
'investment company,' under the Investment Company Act of 1940 or undertake as
one of its important activities extending credit to purchase or carry margin
stock, or use the proceeds of any Credit Extension for that purpose; fail to
meet the minimum funding requirements of ERISA, permit a Reportable Event or
Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation, if the
violation could have a material adverse effect on Borrower's business or
operations or cause a Material Adverse Change, or permit any of its Subsidiaries
to do so.

8        EVENTS OF DEFAULT

         Any one of the following is an Event of Default:

8.1      PAYMENT DEFAULT.

         If Borrower fails to pay any of the Obligations when due;

8.2      COVENANT DEFAULT.

         If Borrower does not perform any obligation in Section 6 or violates
any covenant in Section 7 or does not perform or observe any other material
term, condition or covenant in this Agreement, Exim Loan Documents, any Loan
Documents, or in any agreement between Borrower and Bank and as to any default
under a term, condition or covenant that can be cured, has not cured the default
within 10 days after it occurs, or if the default cannot be cured within 10 days
or cannot be cured after Borrower's attempts within 10 day period, and the
default may be cured within a reasonable time, then Borrower has an additional
period (of not more than 30 days) to attempt to cure the default. During the
additional time, the failure to cure the default is not an Event of Default (but
no Credit Extensions will be made during the cure period);

8.3      MATERIAL ADVERSE CHANGE.

         (i) If there occurs a material impairment in the perfection or priority
of the Bank's security interest in the Collateral or in the value of such
Collateral which is not covered by adequate insurance or (ii) if the Bank
determines, based upon information available to it and in its reasonable
judgment, that there is a reasonable likelihood that Borrower will fail to
comply with one or more of the financial covenants in Section 6 during the next
succeeding financial reporting period.

8.4      ATTACHMENT.

         If any material portion of Borrower's assets is attached, seized,
levied on, or comes into possession of a trustee or receiver and the attachment,
seizure or levy is not removed in 10 days, or if Borrower is enjoined,
restrained, or prevented by court order from conducting a material part of its
business or if a judgment or other claim becomes a Lien on a material portion of
Borrower's assets, or if a notice of lien, levy, or assessment is filed against
any of Borrower's assets by any government agency and not paid within 10 days
after Borrower receives notice. These are not Events of Default if stayed or if
a bond is posted pending contest by Borrower (but no Credit Extensions will be
made during the cure period);

8.5      INSOLVENCY.

         If Borrower becomes insolvent or if Borrower begins an Insolvency
Proceeding or an Insolvency Proceeding is begun against Borrower and not
dismissed or stayed within 30 days (but no Credit Extensions will be made before
any Insolvency Proceeding is dismissed);


                                      11


8.6      OTHER AGREEMENTS.

         If there is a default in any agreement between Borrower and a third
party that gives the third party the right to accelerate any Indebtedness
exceeding $100,000 or that could cause a Material Adverse Change;

8.7      JUDGMENTS.

         If a money judgment(s) in the aggregate of at least $50,000 is rendered
against Borrower and is unsatisfied and unstayed for 10 days (but no Credit
Extensions will be made before the judgment is stayed or satisfied); or

8.8      MISREPRESENTATIONS.

         If Borrower or any Person acting for Borrower makes any material
misrepresentation or material misstatement now or later in any warranty or
representation in this Agreement or in any writing delivered to Bank or to
induce Bank to enter this Agreement or any Loan Document.

9        BANK'S RIGHTS AND REMEDIES

9.1      RIGHTS AND REMEDIES.

         When an Event of Default occurs and continues Bank may, without notice
or demand, do any or all of the following:

         (a) Declare all Obligations immediately due and payable (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);

         (b) Stop advancing money or extending credit for Borrower's benefit
under this Agreement or under any other agreement between Borrower and Bank;

         (c) Settle or adjust disputes and claims directly with account debtors
for amounts, on terms and in any order that Bank considers advisable;

         (d) Make any payments and do any acts it considers necessary or
reasonable to protect its security interest in the Collateral. Borrower will
assemble the Collateral if Bank requires and make it available as Bank
designates. Bank may enter premises where the Collateral is located, take and
maintain possession of any part of the Collateral, and pay, purchase, contest,
or compromise any Lien which appears to be prior or superior to its security
interest and pay all expenses incurred. Borrower grants Bank a license to enter
and occupy any of its premises, without charge, to exercise any of Bank's rights
or remedies;

         (e) Apply to the Obligations any (i) balances and deposits of Borrower
it holds, or (ii) any amount held by Bank owing to or for the credit or the
account of Borrower;

         (f) Ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sale, and sell the Collateral; and

         (g) Dispose of the Collateral according to the Code.

9.2      POWER OF ATTORNEY.

         Effective only when an Event of Default occurs and continues, Borrower
irrevocably appoints Bank as its lawful attorney to: (i) endorse Borrower's name
on any checks or other forms of payment or security; (ii) sign Borrower's name
on any invoice or bill of lading for any Account or drafts against account
debtors, (iii) make, settle, and adjust all claims under Borrower's insurance
policies; (iv) settle and adjust disputes and claims about the Accounts directly
with account debtors, for amounts and on 


                                      12


terms Bank determines reasonable; and (v) transfer the Collateral into the 
name of Bank or a third party as the Code permits. Bank may exercise the 
power of attorney to sign Borrower's name on any documents necessary to 
perfect or continue the perfection of any security interest regardless of 
whether an Event of Default has occurred. Bank's appointment as Borrower's 
attorney in fact, and all of Bank's rights and powers, coupled with an 
interest, are irrevocable until all Obligations have been fully repaid and 
performed and Bank's obligation to provide Credit Extensions terminates.

9.3      ACCOUNTS COLLECTION.

         When an Event of Default occurs and continues, Bank may notify any
Person owing Borrower money of Bank's security interest in the funds and verify
the amount of the Account. Borrower must collect all payments in trust for Bank
and, if requested by Bank, immediately deliver the payments to Bank in the form
received from the account debtor, with proper endorsements for deposit.

9.4      BANK EXPENSES.

         If Borrower fails to pay any amount or furnish any required proof of
payment to third persons Bank may make all or part of the payment or obtain
insurance policies required in Section 6.6, and take any action under the
policies Bank deems prudent. Any amounts paid by Bank are Bank Expenses and
immediately due and payable, bearing interest at the then applicable rate and
secured by the Collateral. No payments by Bank are deemed an agreement to make
similar payments in the future or Bank's waiver of any Event of Default.

9.5      BANK'S LIABILITY FOR COLLATERAL.

         If Bank complies with reasonable banking practices it is not liable
for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default of any carrier, warehouseman, bailee, or other person. Borrower bears
all risk of loss, damage or destruction of the Collateral.

9.6      REMEDIES CUMULATIVE.

         Bank's rights and remedies under this Agreement, the Loan Documents,
and all other agreements are cumulative. Bank has all rights and remedies
provided under the Code, by law, or in equity. Bank's exercise of one right or
remedy is not an election, and Bank's waiver of any Event of Default is not a
continuing waiver. Bank's delay is not a waiver, election, or acquiescence. No
waiver is effective unless signed by Bank and then is only effective for the
specific instance and purpose for which it was given.

9.7      DEMAND WAIVER.

         Borrower waives demand, notice of default or dishonor, notice of
payment and nonpayment, notice of any default, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.

10       NOTICES

         All notices or demands by any party about this Agreement or any other
related agreement must be in writing and be personally delivered or sent by an
overnight delivery service, by certified mail, postage prepaid, return receipt
requested, or by telefacsimile to the addresses set forth at the beginning of
this Agreement. A party may change its notice address by giving the other party
written notice.


                                      13


11       CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

         California law governs the Loan Documents without regard to principles
of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction
of the State and Federal courts in Santa Clara County, California.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS
WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT.
EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

12       GENERAL PROVISIONS

12.1     SUCCESSORS AND ASSIGNS.

         This Agreement binds and is for the benefit of the successors and
permitted assigns of each party. Borrower may not assign this Agreement or any
rights under it without Bank's prior written consent which may be granted or
withheld in Bank's discretion. Bank has the right, without the consent of or
notice to Borrower, to sell, transfer, negotiate, or grant participation in all
or any part of, or any interest in, Bank's obligations, rights and benefits
under this Agreement.

12.2     INDEMNIFICATION.

         Borrower will indemnify, defend and hold harmless Bank and its
officers, employees, and agents against: (a) all obligations, demands, claims,
and liabilities asserted by any other party in connection with the transactions
contemplated by the Loan Documents; and (b) all losses or Bank Expenses
incurred, or paid by Bank from, following, or consequential to transactions
between Bank and Borrower (including reasonable attorneys fees and expenses),
except for losses caused by Bank's gross negligence or willful misconduct.

12.3     TIME OF ESSENCE.

         Time is of the essence for the performance of all obligations in this
Agreement.

12.4     SEVERABILITY OF PROVISION.

         Each provision of this Agreement is severable from every other
provision in determining the enforceability of any provision.

12.5     AMENDMENTS IN WRITING, INTEGRATION.

         All amendments to this Agreement must be in writing and signed by
Borrower and Bank. This Agreement represents the entire agreement about this
subject matter, and supersedes prior negotiations or agreements. All prior
agreements, understandings, representations, warranties, and negotiations
between the parties about the subject matter of this Agreement merge into this
Agreement and the Loan Documents.

12.6     COUNTERPARTS.

         This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when executed and
delivered, are an original, and all taken together, constitute one Agreement.


                                      14


12.7     SURVIVAL.

         All covenants, representations and warranties made in this Agreement
continue in full force while any Obligations remain outstanding. The obligations
of Borrower in Section 12.2 to indemnify Bank will survive until all statutes of
limitations for actions that may be brought against Bank have run.

12.8     CONFIDENTIALITY.

         In handling any confidential information, Bank will exercise the same
degree of care that it exercises for its own proprietary information, but
disclosure of information may be made (i) to Bank's subsidiaries or affiliates
in connection with their business with Borrower, (ii) to prospective transferees
or purchasers of any interest in the loans, (iii) as required by law,
regulation, subpoena, or other order, (iv) as required in connection with Bank's
examination or audit and (v) as Bank considers appropriate exercising remedies
under this Agreement. Confidential information does not include information that
either: (a) is in the public domain or in Bank's possession when disclosed to
Bank, or becomes part of the public domain after disclosure to Bank; or (b) is
disclosed to Bank by a third party, if Bank does not know that the third party
is prohibited from disclosing the information.

12.9     EFFECT OF AMENDMENT AND RESTATEMENT.

         This Agreement is intended to and does completely amend and restate,
without novation, the Original Agreement. All credit extensions or loans
outstanding under the Original Agreement are and shall continue to be
outstanding under this Agreement. All security interests granted under the
Original Agreement are hereby confirmed and ratified and shall continue to
secure all Obligations under this Agreement.

12.10    ATTORNEYS' FEES, COSTS AND EXPENSES.

         In any action or proceeding between Borrower and Bank arising out of
the Loan Documents, the prevailing party will be entitled to recover its
reasonable attorneys' fees and other costs and expenses incurred, in addition to
any other relief to which it may be entitled.

13       DEFINITIONS

13.1     DEFINITIONS.

         In this Agreement:

         'ACCOUNTS' are all existing and later arising accounts, contract
rights, and other obligations owed Borrower in connection with its sale or lease
of goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing.

         'ADVANCE' or 'ADVANCES' is a loan advance (or advances) under the 
Committed Revolving Line.

         'AFFILIATE' of a Person is a Person that owns or controls directly or
indirectly the Person, any Person that controls or is controlled by or is under
common control with the Person, and each of that Person's senior executive
officers, directors, partners and, for any Person that is a limited liability
company, that Person's managers and members.

         'BANK EXPENSES' are all audit fees and expenses and reasonable costs
and expenses (including reasonable attorneys' fees and expenses) for preparing,
negotiating, administering, defending and enforcing the Loan Documents
(including appeals or Insolvency Proceedings).

         'BORROWER'S BOOKS' are all Borrower's books and records including
ledgers, records regarding Borrower's assets or liabilities, the Collateral,
business operations or financial condition and all computer programs or discs or
any equipment containing the information.


                                      15


         'BUSINESS DAY' is any day that is not a Saturday, Sunday or a day on 
which the Bank is closed.

         'CLOSING DATE' is the date of this Agreement.

         'CODE' is the California Uniform Commercial Code.

         'COLLATERAL' is the property described on Exhibit A.

         'COMMITTED EQUIPMENT LINE' is a Credit Extension of up to $500,000.

         'COMMITTED REVOLVING LINE' is an Advance of up to $5,000,000.

         'CONTINGENT OBLIGATION' is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly
liable; (ii) any obligations for undrawn letters of credit for the account of
that Person; and (iii) all obligations from any interest rate, currency or
commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity prices; but 'Contingent
Obligation' does not include endorsements in the ordinary course of business.
The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under the guarantee or other support arrangement.

         'CREDIT EXTENSION' is each Advance under the Committed Revolving Line
of the Committed Exim Line, Equipment Advance, Letter of Credit, Term Loan,
Exchange Contract, or any other extension of credit by Bank for Borrower's
benefit.

         'CURRENT LIABILITIES' are the aggregate amount of Borrower's Total
Liabilities which mature within one (1) year.

         'DEFERRED MAINTENANCE REVENUE' is all amounts received in advance of
performance under maintenance contract and not yet recognized as revenue.

         'ELIGIBLE ACCOUNTS' are Accounts in the ordinary course of Borrower's
business that meet all Borrower's representations and warranties in Section 5;
but Bank may change eligibility standards by giving Borrower notice. Unless Bank
agrees otherwise in writing, Eligible Accounts will not include:

         (a) Accounts that the account debtor has not paid within 90 days of
         invoice date;

         (b) Accounts for an account debtor, 50% or more of whose Accounts have
         not been paid within 90 days of invoice date;

         (c) Credit balances over 90 days from invoice date;

         (d) Accounts for an account debtor, including Affiliates, whose total
         obligations to Borrower exceed 25% of all Accounts, for the amounts
         that exceed that percentage, unless the Bank approves in writing;

         (e) Accounts for which the account debtor does not have its principal
         place of business in the United States;

         (f) Accounts for which the account debtor is a federal, state or local
         government entity or any department, agency, or instrumentality, except
         for those accounts of the United States or any department, agency or
         instrumentality thereto as to which the payee has assigned its rights
         to 


                                      16


         payment thereto to Bank and the assignment has been acknowledged,
         pursuant to the Assignment of Claims Act of 1940, as amended;

         (g) Accounts for which Borrower owes the account debtor, but only up to
         the amount owed (sometimes called 'contra' accounts, accounts payable,
         customer deposits or credit accounts);

         (h) Accounts for demonstration or promotional equipment, or in which
         goods are consigned, sales guaranteed, sale or return, sale on
         approval, bill and hold, or other terms if account debtor's payment may
         be conditional;

         (i) Accounts for which the account debtor is Borrower's Affiliate,
         officer, employee, or agent;

         (j) Accounts in which the account debtor disputes liability or makes
         any claim and Bank believes there may be a basis for dispute (but only
         up to the disputed or claimed amount), or if the Account Debtor is
         subject to an Insolvency Proceeding, or becomes insolvent, or goes out
         of business;

         (k) Accounts for which Bank reasonably determines collection to be
         doubtful.

         'EQUIPMENT' is all present and future machinery, equipment, tenant
improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest.

         'EQUIPMENT ADVANCE' is defined in Section 2.1.4.

         'EQUIPMENT AVAILABILITY END DATE' is defined in Section 2.1.4.

         'EQUIPMENT MATURITY DATE' is defined in Section 2.1.4.

         'ERISA' is the Employment Retirement Income Security Act of 1974, and
its regulations.

         'EXCHANGE CONTRACT' is defined in Section 2.1.3.

         'EXIM LOAN DOCUMENTS' means the Amended and Restated Export-Import Bank
Loan and Security Agreement of even date and other related the related
documents, including the Borrower Agreement, between Borrower and Bank.

         'GAAP' is generally accepted accounting principles.

         'INDEBTEDNESS' is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations and (d)
Contingent Obligations.

         'INSOLVENCY PROCEEDING' are proceedings by or against any Person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

         'INVENTORY' is present and future inventory in which Borrower has any
interest, including merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products intended for sale or
lease or to be furnished under a contract of service, of every kind and
description now or later owned by or in the custody or possession, actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including insurance proceeds) from the sale or disposition of any of the
foregoing and any documents of title.

         'INVESTMENT' is any beneficial ownership of (including stock,
partnership interest or other securities) any Person, or any loan, advance or
capital contribution to any Person.


                                      17


         'LETTER OF CREDIT' is defined in Section 2.1.2.

         'LIEN' is a mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.

         'LOAN DOCUMENTS' are, collectively, this Agreement, any note, or notes
or guaranties executed by Borrower or Guarantor, and any other present or future
agreement between Borrower and/or for the benefit of Bank in connection with
this Agreement, all as amended, extended or restated.

         'MATERIAL ADVERSE CHANGE' is defined in Section 8.3.

         'OBLIGATIONS' are debts, principal, interest, Bank Expenses and other
amounts Borrower owes Bank now or later, including Exim Loan Documents, Letters
of Credit and Exchange Contracts and including interest accruing after
Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower
assigned to Bank.

         'ORIGINAL AGREEMENT' has the meaning set forth in recital paragraph A.

         'PERMITTED INDEBTEDNESS' is:

         (a) Borrower's indebtedness to Bank under this Agreement or any other
         Loan Document;

         (b) Indebtedness existing on the Closing Date and shown on the
         Schedule;

         (c)  Subordinated Debt;

         (d) Indebtedness to trade creditors incurred in the ordinary course of
         business; and

         (e) Indebtedness secured by Permitted Liens.

         'PERMITTED INVESTMENTS' are:

         (a) Investments shown on the Schedule and existing on the Closing Date;
and

         (b) (i) marketable direct obligations issued or unconditionally
guaranteed by the United States or its agency or any State maturing within 1
year from its acquisition, (ii) commercial paper maturing no more than 1 year
after its creation and having the highest rating from either Standard & Poor's
Corporation or Moody's Investors Service, Inc., and (iii) Bank's certificates of
deposit issued maturing no more than 1 year after issue.

         'PERMITTED LIENS' are:

         (a) Liens existing on the Closing Date and shown on the Schedule or
arising under this Agreement or other Loan Documents;

         (b) Liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on its Books, IF they have no priority over
any of Bank's security interests;

         (c) Purchase money Liens (i) on Equipment acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment, or
(ii) existing on equipment when acquired, IF the Lien is confined to the
property and improvements and the proceeds of the equipment;

         (d) Leases or subleases and licenses or sublicenses granted in the
ordinary course of Borrower's business and any interest or title of a lessor,
licensor or under any lease or license, IF the leases, subleases, licenses and
sublicenses permit granting Bank a security interest;


                                      18


         (e) Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), BUT any extension,
renewal or replacement Lien must be limited to the property encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

         'PERSON' is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company association, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.

         'PREPAYMENT FEE' is a fee on any portion of the Obligations with a
fixed interest rate (the 'Fixed Obligations') paid before the payment due date.
'Base Interest Rate' means Bank's initial cost of funding the Fixed Obligations.
The Prepayment Fee is calculated as follows: First, Bank determines a 'Current
Market Rate' based on what the Bank would receive if it loaned the amount on the
prepayment date in a wholesale funding market matching maturity, principal
amount and principal and interest payment dates (the aggregate payments received
are the 'Current Market Rate Amount'). Bank may select any wholesale funding
market rate as the Current Market Rate. Second, Bank will take the prepayment
amount and calculate the present value of each principal and interest payment
which, without prepayment, the Bank would have received during the term of the
Fixed Obligations using the Base Interest Rate. The sum of the present value
calculations is the 'Mark to Market Amount.' Third, the Bank will subtract the
Mark to Market Amount from the Current Market Rate Amount. Any amount greater
than zero is the Prepayment Fee.

         'PRIME RATE' is Bank's most recently announced 'prime rate,' even if it
is not Bank's lowest rate.

         'QUICK ASSETS' is, on any date, the Borrower's consolidated,
unrestricted cash, cash equivalents, net billed accounts receivable and
investments with maturities of fewer than 12 months determined according to
GAAP.

         'RESPONSIBLE OFFICER' is each of the Chief Executive Officer, the
President, the Chief Financial Officer and the Controller of Borrower.

         'REVOLVING MATURITY DATE' is April 20, 2000.

         'SCHEDULE' is any attached schedule of exceptions.

         'SUBORDINATED DEBT' is debt incurred by Borrower subordinated to
Borrower's debt to Bank (and identified as subordinated by Borrower and Bank).

         'SUBSIDIARY' is for any Person, or any other business entity of which
more than 50% of the voting stock or other equity interests is owned or
controlled, directly or indirectly, by the Person or one or more Affiliates of
the Person.

         'TANGIBLE NET WORTH' is, on any date, the consolidated total assets of
Borrower and its Subsidiaries MINUS, (i) any amounts attributable to (a)
goodwill, (b) intangible items such as unamortized debt discount and expense,
Patents, trade and service marks and names, Copyrights and research and
development expenses except prepaid expenses, and (c) reserves not already
deducted from assets, and (ii) Total Liabilities.

         'TERM LOAN #1' is a loan of $563,128.12

         'TERM LOAN #2' is a loan of $571,092.15

         'TERM LOAN #1 MATURITY DATE' is June 29, 2003.

         'TERM LOAN #2 MATURITY DATE' is November 29, 2001.


                                      19


         'TOTAL LIABILITIES' is on any day, obligations that should, under GAAP,
be classified as liabilities on Borrower's consolidated balance sheet, including
all Indebtedness, and current portion Subordinated Debt allowed to be paid, but
excluding all other Subordinated Debt.

         'TREASURY RATE'. Treasury Rate is the Treasury Yield Percentage based
on the average weekly yield (of the week ending figures) in the most recent
Federal Reserve Statistical Release on actively traded U.S. Treasury obligations
of similar maturity to the principal being repaid or if a Statistical Release is
not published, the arithmetic average (to the nearest .01%) of the per annum
yields to maturity for each Business Day during the week (ending at least two
Business Days before the determination is made) of all actively traded
marketable United States Treasury fixed interest rate securities with a constant
maturity of, or not more than 30 days longer or shorter than the average life of
the principal and interest payments that are being prepaid (excluding securities
that can be surrendered at face value to pay Federal estate tax, or which
provide for tax benefits to the holder).


BORROWER:

Invision Technologies, Inc.

By: /s/ Tim Black
   ---------------------------------------------------------------
Title: Chief Operating Officer
      ------------------------------------------------------------


BANK:

SILICON VALLEY BANK

By: /s/ Pamela S. Doyle
   ---------------------------------------------------------------
Title: Senior Vice President, Corporate Services Division
      ------------------------------------------------------------



                                      20


                                    EXHIBIT A


         The Collateral consists of all of Borrower's right, title and interest
in and to the following:

         All goods and equipment now owned or hereafter acquired, including,
without limitation, all machinery, fixtures, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing, and all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing, wherever located;

         All inventory, now owned or hereafter acquired, including, without 
limitation, all merchandise, raw materials, parts, supplies, packing and 
shipping materials, work in process and finished products including such 
inventory as is temporarily out of Borrower's custody or possession or in 
transit and including any returns upon any accounts or other proceeds, 
including insurance proceeds, resulting from the sale or disposition of any 
of the foregoing and any documents of title representing any of the above;

         All contract rights and general intangibles now owned or hereafter 
acquired, including, without limitation, goodwill, servicemarks, leases, 
license agreements, franchise agreements, blueprints, drawings, purchase 
orders, customer lists, route lists, infringements, claims, computer 
programs, computer discs, computer tapes, literature, reports, catalogs, 
design rights, income tax refunds, payments of insurance and rights to 
payment of any kind;

         All now existing and hereafter arising accounts, contract rights, 
royalties, license rights and all other forms of obligations owing to 
Borrower arising out of the sale or lease of goods, the licensing of 
technology or the rendering of services by Borrower, whether or not earned by 
performance, and any and all credit insurance, guaranties, and other security 
therefor, as well as all merchandise returned to or reclaimed by Borrower;

         All documents, cash, deposit accounts, securities, securities
entitlements, securities accounts, investment property, financial assets,
letters of credit, certificates of deposit, instruments and chattel paper now
owned or hereafter acquired and Borrower's Books relating to the foregoing;

         All Borrower's Books relating to the foregoing and any and all claims,
rights and interests in any of the above and all substitutions for, additions
and accessions to and proceeds thereof.

         The Collateral shall specifically exclude: copyrights, trademarks, 
patents, and mask works including amendments, renewals, extensions, and all 
licenses or other rights to use and all license fees and royalties from the 
use; Any trade secrets and any intellectual property rights in computer 
software and computer software products now or later existing, created, 
acquired or held; All design rights which may be available to Borrower now 
or later created, acquired or held; Any claims for damages (past, present or 
future) for infringement of any of the rights above, with the right, but not 
the obligation, to sue and collect damages for use or infringement of the 
intellectual property rights above; all proceeds and products of the 
foregoing, including all insurance, indemnity or warranty payments.



                                    EXHIBIT B

                   LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

              DEADLINE FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.


TO: CENTRAL CLIENT SERVICE DIVISION               DATE:
                                                       -----------------------
FAX#:  (408) 496-2426                             TIME:
                                                       -----------------------

FROM:  Invision Technologies, Inc.
       -----------------------------------------------------------------------
                             CLIENT NAME (BORROWER)

REQUESTED BY:
               ---------------------------------------------------------------
                            AUTHORIZED SIGNER'S NAME

AUTHORIZED SIGNATURE:
                       -------------------------------------------------------

PHONE NUMBER:
               ---------------------------------------------------------------

FROM ACCOUNT #                    TO ACCOUNT #
                ----------------                ------------------------------

REQUESTED TRANSACTION TYPE                  REQUESTED DOLLAR AMOUNT
--------------------------                  -----------------------

PRINCIPAL INCREASE (ADVANCE)                $
                                             ---------------------------------
PRINCIPAL PAYMENT (ONLY)                    $
                                             ---------------------------------
INTEREST PAYMENT (ONLY)                     $
                                             ---------------------------------
PRINCIPAL AND INTEREST (PAYMENT)            $
                                             ---------------------------------

OTHER INSTRUCTIONS:
                     ---------------------------------------------------------

------------------------------------------------------------------------------

All Borrower's representations and warranties in the Amended and Restated Loan
and Security Agreement are true, correct and complete in all material respects
on the date of the telephone request for and Advance confirmed by this Borrowing
Certificate; but those representations and warranties expressly referring to
another date shall be true, correct and complete in all material respects as of
that date.

                                  BANK USE ONLY

TELEPHONE REQUEST:

The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.


-------------------------------------              ---------------------------
            Authorized Requester                            Phone #


-------------------------------------              ---------------------------
            Received By (Bank)                              Phone #


                      -------------------------------------
                           Authorized Signature (Bank)



                                    EXHIBIT C
                             COMPLIANCE CERTIFICATE


TO:        SILICON VALLEY BANK
           3003 Tasman Drive
           Santa Clara, CA 95054

FROM:      INVISION TECHNOLOGIES, INC.


         The undersigned authorized officer of Invision Technologies, Inc.
('Borrower') certifies that under the terms and conditions of the Amended and
Restated Loan and Security Agreement between Borrower and Bank (the
'Agreement'), (i) Borrower is in complete compliance for the period ending
_______________ with all required covenants except as noted below and (ii) all
representations and warranties in the Agreement are true and correct in all
material respects on this date. Attached are the required documents supporting
the certification. The Officer certifies that these are prepared in accordance
with Generally Accepted Accounting Principles (GAAP) consistently applied from
one period to the next except as explained in an accompanying letter or
footnotes. The Officer acknowledges that no borrowings may be requested at any
time or date of determination that Borrower is not in compliance with any of the
terms of the Agreement, and that compliance is determined not just at the date
this certificate is delivered.

              PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO
                            UNDER 'COMPLIES' COLUMN.



         REPORTING COVENANT                           REQUIRED                                   COMPLIES
                                                                                                 
         Monthly financial statements + CC            Monthly within 20 days                     Yes      No
         Annual (Audited)                             FYE within 120 days                        Yes      No
         10-Q, 10-K and 8-K                           Within 5 days after filing with SEC        Yes      No



         FINANCIAL COVENANT                           REQUIRED             ACTUAL                 COMPLIES
                                                                                                  
         Maintain on a Quarterly Basis*:
           Minimum Quick Ratio (Adjusted)             1.25:1.00            _____:1.00            Yes      No
           Maximum Debt/Tangible Net Worth            1.00:1.00            _____:1.00            Yes      No

         Profitability:                               Quarterly & Annually             $_________            Yes      No


*if no outstanding Credit Extensions including issued letters of credit,
otherwise on a monthly basis.


COMMENTS REGARDING EXCEPTIONS:  See Attached.


Sincerely,



Invision Technologies, Inc.

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SIGNATURE

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TITLE

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DATE





                    BANK USE ONLY

Received by:                                        
             ---------------------------------------
                       AUTHORIZED SIGNER
Date:                                               
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Verified:                                           
          ------------------------------------------
                       AUTHORIZED SIGNER

Date:                                               
      ----------------------------------------------

Compliance Status:                        Yes     No





Schedule of permitted investments:


Imatron Federal Systems, Inc.

InVision Foreign Sales, Inc.

InVision International, Inc.

Quantum Magnetics, Inc.