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Published: 2008-03-26

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



                             LOAN MODIFICATION AGREEMENT

     This Loan Modification Agreement is entered into as of April 15, 1998, 
by and between InVision Technologies, Inc. ('Borrower') whose address is 7151 
Gateway Boulevard, Newark, CA  94560 and Silicon Valley Bank ('Bank') whose 
address is 3003 Tasman Drive, Santa Clara, CA 95054.

1.   DESCRIPTION OF EXISTING INDEBTEDNESS:  Among other indebtedness which 
may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, 
among other documents, a Loan and Security Agreement, dated February 20, 
1997, as may be amended from time to time, (the 'Domestic Loan Agreement').  
The Domestic Loan Agreement provided for, among other things, a Committed 
Line in the original principal amount of Four Million Five Hundred Thousand 
Dollars ($4,500,000) (the 'Revolving Facility') and a Committed Equipment 
Line in the original principal amount of One Million Two Hundred Fifty 
Thousand Dollars ($1,250,000) (the 'Equipment Facility #1').  Additionally, 
Borrower is indebted to Bank pursuant to, among other documents, an 
Export-Import Bank Loan and Security Agreement, dated February 20, 1997, as 
may be amended from time to time, (the 'Exim Loan Agreement').  The Exim Loan 
Agreement provided for, among other things, an Exim Committed Line in the 
original principal amount of Four Million Five Hundred Thousand Dollars 
($4,500,000) (the 'Exim Facility').  The Exim Facility is also governed by 
the terms of the Borrower Agreement being executed concurrently herewith.  
Hereinafter, the Domestic Loan Agreement and the Exim Loan Agreement shall be 
collectively referred to as the 'Loan Agreements'.  Defined terms used but 
not otherwise defined herein shall have the same meanings as in the 
respective Loan Agreement.  

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to 
as the 'Indebtedness.'

2.   DESCRIPTION OF COLLATERAL AND GUARANTIES.  Repayment of the Indebtedness 
is secured by the Collateral as described in the respective Loan Agreements 
and an Intellectual Property Security Agreement, dated February 20, 1997 (the 
'IP Agreement').  In addition, repayment of the Exim Facility is guaranteed 
by the Export-Import Bank of the United States ('Guarantor') pursuant to a 
Master Guarantee Agreement (the 'Guaranty').  Notwithstanding the foregoing, 
pursuant to this Loan Modification Agreement, Bank shall release its security 
interest under the IP Agreement in consideration of Borrower executing a 
Negative Pledge Agreement stating it shall not pledge its intellectual 
property to any party without written permission by Bank.

Hereinafter, the above-described security documents and guaranties, together 
with all other documents securing repayment of the Indebtedness shall be 
referred to as the 'Security Documents'.  Hereinafter, the Security 
Documents, together with all other documents evidencing or securing the 
Indebtedness shall be referred to as the 'Existing Loan Documents'.

3.   DESCRIPTION OF CHANGE IN TERMS.

     A.   MODIFICATION(S) TO DOMESTIC LOAN AGREEMENT.

          1.  The following term set forth in Section 1.1 entitled
              'Definitions' is hereby amended to read as follows:

              'Revolving Maturity Date' means April 20, 1999.

          2.  Item '(a)' in Section 2.1 entitled 'Advances' is hereby amended
              in its entirety to read as follows:

              (a) Subject to and upon the terms and conditions of this
              Agreement, Bank agrees to make Advances to Borrower in an
              aggregate amount not to exceed the lesser of (i)

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              the Committed Line minus the face amount of all outstanding
              letters of credit (including drawn but unreimbursed letters of
              credit) minus the Foreign Exchange Reserve (defined in
              Section 2.1.3) or (ii) the Borrowing Base minus the face amount
              of all outstanding letters of credit (including drawn but
              unreimbursed letters of credit) minus the Foreign Exchange
              Reserve.  For purposes of this Agreement, 'Borrowing Base' shall
              mean an amount equal to eighty percent (80%) of Eligible
              Accounts.  Subject to the terms and conditions of this Agreement,
              amounts borrowed pursuant to this Section 2.1 may be repaid and
              reborrowed at any time prior to the Revolving Maturity Date.
              Notwithstanding the foregoing, provided (A) Borrower is in
              compliance with the Liquidity covenant as described in Section
              6.14 of the Loan Agreement, and (B) the combined Advances under
              the Committed Line and the Exim Committed Line are less than
              $5,000,000, then Bank agrees to make Advances to Borrower in an
              aggregate amount not to exceed item '(i)' as stated above in this
              paragraph.

          3.  Item '(a)' in Section 2.1.1 entitled 'Letters of Credit' is
              hereby amended in its entirety to read as follows:
     
              (a) Subject to the terms and conditions of this Agreement, Bank
              agrees to issue or cause to be issued letters of credit for the
              account of Borrower in an aggregate face amount not to exceed (i)
              the lesser of the Committed Line or the Borrowing Base minus (ii)
              the then outstanding principal balance of the Advances provided
              that the face amount of outstanding letters of credit (including
              drawn but unreimbursed letters of credit) shall not in any case
              exceed Three Million Dollars ($3,000,000).  Each such letter of
              credit shall have an expiry date no later than the Revolving
              Maturity Date.  All such letters of credit shall be, in form and
              substance, acceptable to Bank in its sole discretion and shall be
              subject to the terms and conditions of Bank's form of application
              and letter of credit agreement.  All amounts actually paid by
              Bank in respect of a letter of credit shall, when paid,
              constitute an Advance under this Agreement.

          4.   The following Section is hereby incorporated into the Domestic
               Loan Agreement:

               SECTION 2.1.5 EQUIPMENT ADVANCES #2.  

               (a) Through April 15, 1999 Bank will make advances ('Equipment
               Advance #2' and, collectively, 'Equipment Advances #2') not
               exceeding Five Hundred Thousand Dollars ($500,000).  To evidence
               the Equipment Advance #2 or the Equipment Advances #2, Borrower
               shall deliver to Bank, at the time of each Equipment Advance #2
               request, an invoice for the equipment to be purchased.   The
               Equipment Advances #2 may only be used to finance  Equipment  
               and may not exceed 100% of the equipment invoice excluding
               taxes, shipping, warranty charges, freight discounts and
               installation expense.  Software may constitute up to 25% of the
               aggregate Equipment Advances #2.  

               (b) Interest accrues from the date of each Equipment Advance #2
               at the rate in Section 2.1.5(d), and shall be payable monthly
               for each month through October 15, 1998 (the 'First Term Out
               Date #2').  Any Equipment Advances #2 that are outstanding on
               the First Term Out Date #2 that financed personal computer,
               laptops or network equipment will be payable in thirty six (36)
               equal monthly installments of principal plus all accrued
               interest, beginning on September 15, 1998, and continuing on the
               15th of each month thereafter through October 15,

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               2001.  All other Equipment Advances #2 that are outstanding on
               the First Term Out Date #2 will be payable in forty eight (48)
               equal monthly installments of principal plus all accrued
               interest, beginning on September 15, 1998 and continuing on the
               15th of each month thereafter through October 15, 2002.

               (c) Interest shall accrue from the date of each Equipment 
               Advance #2 not amortized pursuant to Section 2.1.5(b) at the 
               rate specified in Section 2.1.5(d), and shall be payable 
               monthly for each month through April 15, 1999 (the 'Second 
               Term Out Date #2').  Any Equipment Advances #2 that are 
               outstanding on the Second Term out Date #2 that financed 
               personal computers, laptops or network equipment, and that 
               have not been amortized pursuant to Section 2.1.5(b) will be 
               payable in thirty six (36) equal installments of principal 
               plus all accrued interest, beginning May 15, 1999 and 
               continuing on the 15th of each month thereafter through April 
               15, 2002.  All other Equipment Advances that are outstanding 
               on the Second Term Out Date #2 that have not been amortized 
               pursuant to Section 2.1.5(b) will be payable in forty eight 
               (48) equal monthly installments of principal plus all accrued 
               interest, beginning on May 15, 1999 and continuing on the 15th 
               of each month thereafter through April 15, 2003. Equipment 
               Advances #2, once repaid, may not be reborrowed.

               (d)  Except as set forth in Section 2.3(b), any Equipment 
               Advances #2 shall bear interest at a floating per annum rate 
               equal to one quarter of one (0.250) percentage point above the 
               Prime Rate; provided that Borrower shall have the option 
               effective on the First Term Out Date #2 and the Second Term 
               Out Date #2, respectively, to select a fixed rate of interest 
               as to the amortizing Equipment Advances #2 to be repaid over 
               the following 36 months and the following 48 months.  In each 
               case, such fixed rate shall be equal to three hundred fifty 
               (350) basis points above the yield of 36 month Treasury Notes 
               or 48 month Treasury Note, corresponding to the period of 
               amortization applicable to each Equipment Advance #2, in all 
               cases as reported in the Western Edition of The Wall Street 
               Journal on the date that is one (1) Business Day before the 
               effective date of the election.  Borrower shall give written 
               notice to Bank to its interest rate election one (1) Business 
               Day prior to the effective date of such election.  If Bank 
               does not timely receive such notice, then the applicable rate 
               shall be a floating rate equal to one quarter of one (0.250) 
               percentage point above the Prime Rate.  Borrower may prepay 
               all or any portion of any Equipment Advances #2 without 
               penalty or premium, provided that any prepayment of an 
               Equipment Advance #2 bearing a fixed rate of interest within 
               the first 18 months of amortization shall be accompanied by a 
               prepayment fee equal to one quarter of one percent (0.250%) of 
               the amount of the prepayment.

               (e)  To obtain an Equipment Advance #2, Borrower must notify 
               Bank (the notice is irrevocable) by facsimile no later than 
               3:00 p.m. Pacific time one (1) Business Day before the day on 
               which the Equipment Advance #2 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.

          5.   Section 2.2 entitled 'Overadvances' is hereby amended in 
               its entirety to read as follows:

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               If, at any time or for any reason, the amount of Obligations 
               owed by Borrower to Bank pursuant to Sections 2.1, 2.1.1, 
               2.1.2 and 2.1.3 of this Agreement is greater than the lesser 
               of (i) the Committed Line or (ii) the Borrowing Base, Borrower 
               shall immediately pay to Bank, in cash, the amount of such 
               excess.

          6.   Item '(a)' under Section 2.3 entitled 'Interest Rates, 
               Payments, and Calculations' is hereby amended in its entirety 
               to read as follows:

               Except as set forth in Section 2.3(b), any Advances shall 
               accrue interest on the outstanding principal balance at a per 
               annum rate, at Borrower's election, of either (i) the Prime 
               Rate or (b) two hundred seventy five (275) basis points above 
               the LIBOR Rate as further detailed in the LIBOR Supplement to 
               Agreement attached hereto and made a part hereof.  

          7.   The second paragraph under Section 6.3 entitled 'Financial 
               Statement, Reports, Certificates' is hereby amended to read as 
               follows:

               Within twenty (20) days after the last day of each month in 
               which (i) an Advance is outstanding (and as a condition to 
               Borrower requesting an Advance) AND (ii) either (A) Borrower 
               is not in compliance with the Liquidity covenant as described 
               in Section 6.14 or (B) the aggregate Advances under the 
               Committed Line and the Exim Committed Line exceed $5,000,000, 
               Borrower shall deliver to Bank a Borrowing Base Certificate 
               signed by a Responsible Officer, together with inventory 
               reports and aged listings of accounts receivable and accounts 
               payable.

          8.   The fourth paragraph under Section 6.3 entitled 'Financial 
               Statement, Reports, Certificates' is hereby amended to read as 
               follows:

               Bank shall have a right from time to time hereafter to audit 
               Borrower's Accounts at Borrower's expense, provided that such 
               audits will be conducted no more often than once each fiscal 
               year unless an Event of Default has occurred and is continuing.

          9.   The Section 6.14 entitled 'Debt Service Coverage' is hereby 
               replaced in its entirety with the following:

               6.14 LIQUIDITY.  Borrower shall maintain cash plus short term 
               investments plus 50% of Accounts greater than two times 
               Advances under the Committed Line, including outstanding 
               letters of credit (including drawn but unreimbursed letters of 
               credit).  Borrower's compliance of this covenant shall dictate 
               which borrowing formula shall be implemented in monitoring 
               Advances under the Revolving Facility as further detailed in 
               Section 2.1(a).   Borrower's failure to comply with this 
               specific covenant shall not be deemed an Event of Default.

          10.  The following term is hereby incorporated into Section 1.1 
               entitled 'Definitions':

              'LIBOR' means the London Interbank Overseas Rate as described 
               in the LIBOR Supplement to Agreement attached hereto.

     B.   MODIFICATION(S) TO EXIM LOAN AGREEMENT.

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          1.   The following term set forth in Section 1.1 entitled 
               'Definitions' is hereby amended to read as follows:

               'Maturity Date' means April 20, 1999.

          2.   The first paragraph under Section 2.1 entitled 'Revolving 
               Advances' is hereby amended to read as follows:

               Subject to the terms and conditions of this Exim Agreement, 
               Bank agrees to make Advances to Borrower in an amount not to 
               exceed the lowest of (i) the Exim Committed Line minus the 
               face amount of the any issued and outstanding letters of 
               credit (including drawn but unreimbursed letters of credit) 
               minus the Foreign Exchange Reserve, or (ii) the Borrowing Base 
               minus the face amount of any issued and outstanding letters of 
               credit (including drawn but unreimbursed letters of credit) 
               minus the Foreign Exchange Reserve.  For purposes of this Exim 
               Agreement 'Borrowing Base' shall mean an amount equal to (i) 
               ninety percent (90%) of the Exim Eligible Foreign Accounts and 
               (ii) seventy percent (70%) of Eligible Foreign Inventory, 
               minus the amount of any advance payments or deposits made by 
               Borrower's account debtors.

          3.   The following Section is hereby incorporated into the Exim 
               Loan Agreement:

               2.1.3  FOREIGN EXCHANGE CONTRACT; FOREIGN EXCHANGE SETTLEMENTS.

               Subject to the terms of this Agreement, as amended from time 
               to time, Borrower may utilize up to $4,500,000 for spot and 
               future foreign exchange contracts (the 'Exchange Contracts').  
               Borrower shall not request an Exchange Contract at any time it 
               is not in compliance with any of the terms of this Agreement.  
               All Exchange Contracts must provide for delivery of settlement 
               on or before the Maturity Date.  The limit available at any 
               time shall be reduced by the following amounts (the 'Foreign 
               Exchange Reserve') on each day (the 'Determination Date'):  
               (i) on all outstanding Exchange Contracts on which delivery is 
               to be effected or settlement allowed more than two business 
               days from the Determination Date, 10% of the gross amount of 
               the Exchange Contracts; plus (ii) on all outstanding Exchange 
               Contracts on which delivery is to be effected or settlement 
               allowed within two business days after the Determination Date, 
               100% of the gross amount of the Exchange Contracts.  In lieu 
               of the Foreign Exchange Reserve for 100% of the gross amount 
               of any Exchange Contract, the Borrower may request that Bank 
               debit Borrower's bank account with Bank for such amount, 
               provided Borrower has immediately available funds in such 
               amounts in its bank account.

               Bank may, in its discretion, terminate the Exchange Contracts 
               at any time (a) that an Event of Default occurs or (b) that 
               there is not sufficient availability under the Exim Committed 
               Line and Borrower does not have available funds in its bank 
               account to satisfy the Foreign Exchange Reserve.  If Bank 
               terminates the Exchange Contracts, and without limitation of 
               the FX Indemnity Provisions (as referred to below), Borrower 
               agrees to reimburse Bank for any and all fees, costs and 
               expenses relating thereto or arising in connection therewith.

               Borrower shall not permit the total gross amount of all 
               Exchange Contracts on which delivery is to be effected and 
               settlement allowed in any two business day period to be more 
               than $3,000,000 nor shall Borrower permit the total gross 
               amount of all

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               Exchange Contracts to which Borrower is a party,               
               outstanding at any one time, to exceed $4,500,000.

               Borrower shall execute all standard form applications and 
               agreements of Bank in connection with the Exchange Contracts, 
               and without limiting any of the terms of such applications and 
               agreements, Borrower will pay all standard fees and charges of 
               Bank in connection with the Exchange Contracts.

               Without limiting any of the other terms of this Agreement or 
               any such standard form applications and agreement of Bank, 
               Borrower agrees to indemnify Bank and hold it harmless, from 
               and against any and all claims, debts, liabilities, demands, 
               obligations, actions, costs and expenses (including, without 
               limitation, attorneys' fees of counsel of Bank's choice), of 
               every nature and description which it may sustain or incur, 
               based upon, arising out of, or in any way relating to any of 
               the Exchange Contracts or any transactions relating thereto or 
               contemplated thereby (collectively referred to as the 'FX 
               Indemnity Provisions').
     
          4.   Item '(a)' entitled 'Interest Rate' under Section 2.3 entitled 
               'Interest Rates, Payments, and Calculations' is hereby 
               amended, effective as of this date, in its entirety to read as 
               follows:

               Except as provided in Section 2.3(b), any Advances under this 
               Exim Agreement shall bear interest at a rate equal to the 
               Prime Rate.

     C.   MODIFICATION(S) TO LOAN AGREEMENTS.

          1.   Section 6.10 entitled 'Tangible Net Worth' is hereby amended 
               in its entirety to read as follows:

               Borrower shall maintain, as of the last day of each fiscal 
               quarter, a Tangible Net Worth of not less than Thirty Million 
               Dollars ($30,000,000) plus seventy-five percent of the net 
               proceeds from the sale of Borrower's equity securities after 
               March 31, 1998.

          2.   Section 6.11 entitled 'Profitability' is hereby amended in its 
               entirety to read as follows:
     
               Borrower shall be profitable for each fiscal quarter and at 
               fiscal year end, except Borrower may suffer a loss not to 
               exceed $600,000 for one fiscal quarter in any fiscal year.

     D.   RELEASE OF IP AGREEMENT.

          1.   As an accommodation to Borrower and for good and valuable 
               consideration, including Bank's agreement to release its 
               security interest in all of Borrower's Intellectual Property, 
               Bank, with this Loan Modification Agreement, has agreed to 
               release its security interest in Borrower's Intellectual 
               Property Collateral granted under the IP Agreement and to 
               cancel the IP Agreement.  In consideration of such release of 
               security interest and cancellation of the IP Agreement, 
               Borrower shall execute a negative pledge agreement covering 
               all of Borrower's Intellectual Property (the 'Negative 
               Pledge').  Such Negative Pledge Agreement shall include 

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                          [Loan Modification Agreement]

               Borrower's agreement it shall not to encumber any of its 
               Intellectual Property assets without the prior written consent 
               of Bank.

          4.   CONSISTENT CHANGES.  The Existing Loan Documents are hereby 
amended wherever necessary to reflect the changes described above.

          5.   PAYMENT OF FEE.  Borrower shall pay Bank the Export-Import 
Bank fees in the amount of Sixty Seven Thousand Five Hundred Dollars 
($67,500) (the 'Exim Fee') plus a Domestic Loan Fee in the amount of Eleven 
Thousand Two Hundred Fifty Dollars ($11,250) (the 'Domestic Loan Fee') plus 
an Equipment Loan Fee in the amount of Two Thousand Five Hundred Dollars 
($2,500) (the 'Equipment Loan Fee') plus all out-of-pocket expenses.  

          6.   NO DEFENSES OF BORROWER.  Borrower (and each guarantor and 
pledgor signing below) agrees that, as of the date hereof, it has no defenses 
against the obligations to pay any amounts under the Indebtedness.

          7.   CONTINUING VALIDITY.  Borrower (and each guarantor and pledgor 
signing below) understands and agrees that in modifying the existing 
Indebtedness, Bank is relying upon Borrower's representations, warranties, 
and agreements, as set forth in the Existing Loan Documents.  Except as 
expressly modified pursuant to this Loan Modification Agreement, the terms of 
the Existing Loan Documents remain unchanged and in full force and effect.  
Bank's agreement to modifications to the existing Indebtedness pursuant to 
this Loan Modification Agreement in no way shall obligate Bank to make any 
future modifications to the Indebtedness.  Nothing in this Loan Modification 
Agreement shall constitute a satisfaction of the Indebtedness.  It is the 
intention of Bank and Borrower to retain as liable parties all makers and 
endorsers of Existing Loan Documents, unless the party is expressly released 
by Bank in writing.  No maker, endorser, or guarantor will be released by 
virtue of this Loan Modification Agreement. The terms of this paragraph apply 
not only to this Loan Modification Agreement, but also to all subsequent loan 
modification agreements.

          8.   CONDITIONS.  The effectiveness of this Loan Modification 
Agreement is conditioned upon Borrower's payment of the Exim Fee, the 
Domestic Loan Fee and the Equipment Loan Fee along with an executed copy of 
the Negative Pledge.

               This Loan Modification Agreement is executed as of the date 
first written above.

BORROWER:                               BANK:

INVISION TECHNOLOGIES, INC.             SILICON VALLEY BANK


By: /s/ Curtis P. DiSibio               By: /s/ D. Edward Wohlleb
   ----------------------------            ---------------------------- 

Name:   Curtis P. DiSibio               Name: D. Edward Wohlleb     
     --------------------------              -------------------------- 

Title: Chief Financial Officer         Title: Vice President        
      -------------------------              --------------------------

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