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Published: 2008-03-26

Agreement of Merger - QP Acquisitions Corp. and Quantum Magnetics Inc.



                             AGREEMENT OF MERGER



    THIS AGREEMENT OF MERGER, dated as of September [ ], 1997 (the 'Merger 
Agreement'), is made and entered into by QP Acquisition Corp., a California 
corporation ('Merger Sub') and Quantum Magnetics, Inc., a California 
corporation ('Quantum' or 'Surviving Corporation') (Quantum and Merger Sub 
being hereinafter collectively referred to as the 'Constituent Corporations').

                                 RECITALS

    A.   InVision Technologies, Inc., a Delaware corporation ('InVision'), 
Quantum and Merger Sub have entered into an Agreement and Plan of Merger and 
Reorganization dated September 3, 1997 (the 'Reorganization Agreement'), 
providing, among other things, for the execution and filing of this Merger 
Agreement and the merger of Merger Sub with and into Quantum upon the terms 
set forth in the Reorganization Agreement and this Merger Agreement (the 
'Merger').

    B.   InVision, Quantum, Merger Sub, [       ] and Randall R. Lunn have 
entered into an Escrow Agreement dated September [ ], 1997 (the 'Escrow 
Agreement'), providing for the escrow of certain shares issuable in the 
Merger.

    C.   The respective Boards of Directors of each of the Constituent 
Corporations deem it advisable and in the best interests of each of such 
corporations and their respective shareholders that Merger Sub be merged with 
and into Quantum.

    D.   The shareholders of Quantum have adopted and approved the 
Reorganization Agreement and approved the Merger at a meeting of the 
shareholders of Quantum (the 'Quantum Shareholders Meeting') held on 
September [ ], 1997.

                                AGREEMENT

    NOW, THEREFORE, in consideration of the promises and mutual agreements 
contained in this Merger Agreement, the Constituent Corporations hereby agree 
that Merger Sub shall be merged with and into Quantum in accordance with the 
provisions of the laws of the State of California, upon the terms and subject 
to the conditions set forth as follows:


                                      1.


                                   ARTICLE 1

                                  THE MERGER

    1.1  FILING.  This Merger Agreement, together with the officers' 
certificates of each of the Constituent Corporations required by the General 
Corporation Law of the State of California (the 'California Law'), shall be 
filed with the Secretary of State of the State of California at the time 
specified in the Reorganization Agreement.

    1.2  EFFECTIVENESS.  The Merger shall become effective at the time this 
Merger Agreement is filed with and accepted by the Secretary of State of the 
State of California (the 'Effective Time').

    1.3  MERGER.  At the Effective Time, Merger Sub shall be merged into 
Quantum and the separate corporate existence of Merger Sub shall thereupon 
cease.  Quantum shall be the Surviving Corporation in the Merger and the 
separate corporate existence of Quantum, with all of its purposes, objects, 
rights, privileges, powers, immunities and franchises, shall continue 
unaffected and unimpaired by the Merger.

    1.4  FURTHER ACTION.  If at any time after the Effective Time any further 
action is necessary or desirable to carry out the purposes of this Merger 
Agreement or to vest the Surviving Corporation with the full right, title and 
possession to all assets, property, rights, privileges, immunities, powers 
and franchises of either or both of the Constituent Corporations, the 
officers and directors of the Surviving Corporation are fully authorized in 
the name of either or both of the Constituent Corporations or otherwise to 
take all such action.

                                  ARTICLE 2

                        CORPORATE GOVERNANCE MATTERS

    2.1  ARTICLES.  From and after the Effective Time and until thereafter 
amended as provided by law, the Articles of Incorporation of the Surviving 
Corporation shall hereby be amended and restated in full as set forth in 
Exhibit A attached hereto.  

                                  ARTICLE 3 

        MANNER OF CONVERTING SHARES OF THE CONSTITUENT CORPORATIONS

    3.1  CONVERSION OF QUANTUM CAPITAL STOCK.  

         (a)  Subject to Sections 3.1(b), 3.3(c) and 3.4, at the Effective 
Time, by virtue of the Merger and without any further action on the part of 
InVision, Merger Sub, Quantum or any shareholder of Quantum:


                                      2.


              (i)  each share of Common Stock, no par value, of Quantum (the
         'Quantum Common Stock') outstanding immediately prior to the Effective
         Time shall be converted into the right to receive (A) such fraction of
         a share of common stock (par value $.001 per share) of InVision
         ('InVision Common Stock') as is equal to 0.88 multiplied by the
         'Applicable Fraction' (as defined in Section 3.1(c)(i)) plus (B) up to
         such fraction of a share of InVision Common Stock as is equal to 0.12
         multiplied by the Applicable Fraction if and when released, in whole
         or in part, from escrow pursuant to the terms of the Escrow Agreement;

              (ii)  each share of Series A Preferred Stock, no par value, of
         Quantum (the 'Series A Stock') outstanding immediately prior to the
         Effective Time shall be converted into the right to receive (A) such
         fraction of a share of InVision Common Stock as is equal to 0.88
         multiplied by the 'Series A Fraction' (as defined in Section
         3.1(c)(ii)) plus (B) up to such fraction of a share of InVision Common
         Stock as is equal to 0.12 multiplied by the Series A Fraction if and
         when released, in whole or in part, from escrow pursuant to the terms
         of the Escrow Agreement;

              (iii)  each share of Series B Preferred Stock, no par value,
         of Quantum (the 'Series B Stock') outstanding immediately prior to the
         Effective Time shall be converted into the right to receive (A) such
         fraction of a share of InVision Common Stock as is equal to 0.88
         multiplied by the 'Series B Fraction' (as defined in Section
         3.1(c)(iv)) plus (B) up to such fraction of a share of InVision Common
         Stock as is equal to 0.12 multiplied by the Series B Fraction if and
         when released, in whole or in part, from escrow pursuant to the terms
         of the Escrow Agreement;

              (iv)  each share of Series C Preferred Stock, no par value, of
         Quantum (the 'Series C Stock') outstanding immediately prior to the
         Effective Time shall be converted into the right to receive (A) such
         fraction of a share of InVision Common Stock as is equal to 0.88
         multiplied by the 'Series C Fraction' (as defined in Section
         3.1(c)(v)) plus (B) up to such fraction of a share of InVision Common
         Stock as is equal to 0.12 multiplied by the Series C Fraction if and
         when released, in whole or in part, from escrow pursuant to the terms
         of the Escrow Agreement;

              (v)  each share of the common stock, $0.001 par value, of Merger
         Sub outstanding immediately prior to the Effective Time shall be
         converted into one share of common stock of the Surviving Corporation.

         (b)  Each share of Quantum Common Stock, Series A Stock, Series B
Stock, Series C Stock outstanding immediately prior to the Effective Time and
owned by InVision and each share of Series D Preferred stock, no par value, of
Quantum ('Series D Stock') outstanding 


                                      3.


immediately prior to the Effective Time, all of which are owned by InVision, 
shall automatically be canceled and no conversion shall be made in respect 
thereof.

         (c)  For purposes of this Merger Agreement:

              (i)  The 'Applicable Fraction' shall be the fraction: (A) having
         a numerator equal to the amount determined by subtracting (1) the
         'Aggregate Liquidation Preference' (as defined in Section 3.1(c)(vi))
         from (2) the amount determined by multiplying (i) 777,000 by (ii) the
         Designated InVision Stock Price (as defined in Section 3.1(c)(viii));
         and (B) having a denominator equal to the amount determined by
         multiplying (1) the 'Adjusted Fully Diluted Quantum Share Amount' (as
         defined in Section 3.1(c)(vii)) by (2) the 'Designated InVision Stock
         Price' (as defined in Section 3.1(c)(viii));

              (ii)  The 'Series A Fraction' means the sum of:  (A) the fraction
         determined by dividing (1) $1.50 (representing the liquidation
         preference of each share of Series A Stock under Quantum's Articles of
         Incorporation) by (2) the 'Designated InVision Stock Price' (as
         defined in Section 3.1(c)(viii)); and (B) the fraction determined by
         multiplying (1) the 'Series A Conversion Rate' (as defined in Section
         3.1(c)(iii)) by (2) the 'Applicable Fraction' (as defined in Section
         3.1(c)(i));

              (iii)  The 'Series A Conversion Rate' shall be the fraction
         determined by dividing (1) the total number of shares of Common Stock
         issuable upon the conversion of all shares of Series A Stock
         outstanding immediately prior to the Effective Time by (2) the total
         number of shares of Series A Stock outstanding immediately prior to
         the Effective Time.

              (iv)  The 'Series B Fraction' means the fraction determined by
         dividing (A) $0.75 (representing the liquidation preference of each
         share of Series B Stock under Quantum's Articles of Incorporation) by
         (B) the 'Designated InVision Stock Price' (as defined in Section
         3.1(c)(viii));

              (v)  The 'Series C Fraction' means the sum of:  (A) the fraction
         determined by dividing (1) $1.00 (representing the liquidation
         preference of each share of Series C Stock under Quantum's Articles of
         Incorporation) by (2) the 'Designated InVision Stock Price' (as
         defined in Section 3.1(c)(viii)); and (B) the 'Applicable Fraction'
         (as defined in Section 3.1(c)(i));

              (vi) The 'Aggregate Liquidation Preference' shall be the amount
         equal to the sum of:  (A) $1.50 (representing the liquidation
         preference of each share of Series A Stock under Quantum's Articles of
         Incorporation) multiplied by the number of shares of Series A Stock
         outstanding immediately prior to the Effective Time; (B) $0.75
         (representing the liquidation preference of each share of Series B
         Stock under Quantum's Articles of Incorporation) multiplied by the
         number of 


                                      4.


         shares of Series B Stock outstanding immediately prior to
         the Effective Time; and (C) $1.00 (representing the liquidation
         preference of each share of Series C Stock under Quantum's Articles of
         Incorporation) multiplied by the number of shares of Series C Stock
         outstanding immediately prior to the Effective Time;

              (vii)  The 'Adjusted Fully Diluted Quantum Share Amount' 
         shall be the sum of:  (A) the number of shares resulting from the
         subtraction of (1) the number of shares of Quantum Common Stock
         outstanding immediately prior to the Effective Time and held by
         InVision from (2) the aggregate number of shares of Quantum Common
         Stock outstanding immediately prior to the Effective Time (including
         any such shares that are subject to a repurchase option or risk of
         forfeiture under any restricted stock purchase agreement or other
         agreement); (B) the aggregate number of shares of Quantum Common Stock
         issuable upon conversion of all of the Series A Stock and Series C 
         Stock collectively outstanding immediately prior to the Effective 
         Time and not held by InVision; and (C) the aggregate number of 
         shares of Quantum Common Stock purchasable under or otherwise
         subject to all Quantum Options (as defined in Section 3.1(c)(ix))
         outstanding immediately prior to the Effective Time (including all
         shares of Quantum Common Stock that may ultimately be purchased under
         Quantum Options that are unvested or are otherwise not then
         exercisable);

              (viii)  The 'Designated InVision Stock Price' shall be the
         average of the closing sale prices of a share of InVision Common Stock
         as reported on the Nasdaq National Market for each of the sixty (60)
         consecutive trading days ending (and including) the third trading day
         prior to Quantum Shareholders Meeting, weighted in accordance with the
         number of shares of Parent Common Stock traded on each such trading
         day; and

              (ix) 'Quantum Option' shall mean any stock option that is then
         outstanding under Quantum's 1994 Qualified and Nonqualified Stock
         Option Plan, whether vested or unvested.

         (d)  If any shares of Quantum Common Stock outstanding immediately 
prior to the Effective Time are unvested or are subject to a repurchase 
option, risk of forfeiture or other condition under any applicable restricted 
stock purchase agreement or other agreement with Quantum, then the shares of 
InVision Common Stock issued in exchange for such shares of Quantum Common 
Stock will also be unvested and subject to the same repurchase option, risk 
of forfeiture or other condition, and the certificates representing such 
shares of InVision Common Stock may accordingly be marked with appropriate 
legends.

         (e)  All calculations made pursuant to this Section 3.1 shall be 
calculated to the nearest fifth decimal place, with five millionths rounded 
up to the nearest one-hundred-thousandth.


                                      5.


    3.2  CLOSING OF QUANTUM'S TRANSFER BOOKS.  At the Effective Time, holders 
of certificates representing shares of Quantum's capital stock that were 
outstanding immediately prior to the Effective Time shall cease to have any 
rights as shareholders of Quantum, and the stock transfer books of Quantum 
shall be closed with respect to all shares of such capital stock outstanding 
immediately prior to the Effective Time.  No further transfer of any such 
shares of Quantum's capital stock shall be made on such stock transfer books 
after the Effective Time.  If, after the Effective Time, a valid certificate 
previously representing any of such shares of Quantum's capital stock (a 
'Quantum Stock Certificate') is presented to the Surviving Corporation or 
InVision, such Quantum Stock Certificate shall be canceled and shall be 
exchanged as provided in Section 3.3.

    3.3  EXCHANGE OF CERTIFICATES.

         (a)  At or as soon as practicable after the Effective Time, InVision 
will send to the holders of Quantum Stock Certificates (i) a letter of 
transmittal in customary form and containing such provisions as InVision may 
reasonably specify, and (ii) instructions for use in effecting the surrender 
of Quantum Stock Certificates in exchange for certificates representing 
InVision Common Stock.  Upon surrender of a Quantum Stock Certificate to 
InVision for exchange, together with a duly executed letter of transmittal 
and such other documents as may be reasonably required by InVision, the 
holder of such Quantum Stock Certificate shall be entitled to receive in 
exchange therefor a certificate representing the number of whole shares of 
InVision Common Stock that such holder has the right to receive pursuant to 
the provisions of this Section 3, and Quantum Stock Certificate so 
surrendered shall be canceled. Until surrendered as contemplated by this 
Section 3.3, each Quantum Stock Certificate shall be deemed, from and after 
the Effective Time, to represent only the right to receive upon such 
surrender a certificate representing shares of InVision Common Stock (and 
cash in lieu of any fractional share of InVision Common Stock) as 
contemplated by this Section 3.  If any Quantum Stock Certificate shall have 
been lost, stolen or destroyed, InVision may, in its discretion and as a 
condition precedent to the issuance of any certificate representing InVision 
Common Stock, require the owner of such lost, stolen or destroyed Quantum 
Stock Certificate to provide an appropriate affidavit and to deliver a bond 
(in such sum as InVision may reasonably direct) as indemnity against any 
claim that may be made against InVision or the Surviving Corporation with 
respect to such Quantum Stock Certificate.

         (b)  No dividends or other distributions declared or made with 
respect to InVision Common Stock with a record date after the Effective Time 
shall be paid to the holder of any unsurrendered Quantum Stock Certificate 
with respect to the shares of InVision Common Stock represented thereby, and 
no cash payment in lieu of any fractional share shall be paid to any such 
holder, until such holder surrenders such Quantum Stock Certificate in 
accordance with this Section 3.3 (at which time such holder shall be entitled 
to receive all such dividends and distributions and such cash payment).

         (c)  No fractional shares of InVision Common Stock shall be issued 
in connection with the Merger, and no certificates for any such fractional 
shares shall be issued.  In lieu of such fractional shares, any holder of 
capital stock of Quantum who would otherwise 


                                      6.


be entitled to receive a fraction of a share of InVision Common Stock (after 
aggregating all fractional shares of InVision Common Stock issuable to such 
holder) shall, upon surrender of such holder's Quantum Stock Certificate(s), 
be paid in cash the dollar amount (rounded to the nearest whole cent), 
without interest, determined by multiplying such fraction by the Designated 
InVision Stock Price.

         (d)  InVision and the Surviving Corporation shall be entitled to 
deduct and withhold from any consideration payable or otherwise deliverable 
to any holder or former holder of capital stock of Quantum pursuant to this 
Merger Agreement such amounts as InVision or the Surviving Corporation may be 
required to deduct or withhold therefrom under the Code or under any 
provision of state, local or foreign tax law.  To the extent such amounts are 
so deducted or withheld, such amounts shall be treated for all purposes under 
this Merger Agreement as having been paid to the Person to whom such amounts 
would otherwise have been paid.

         (e)  Neither InVision nor the Surviving Corporation shall be liable 
to any holder or former holder of capital stock of Quantum for any shares of 
InVision Common Stock (or dividends or distributions with respect thereto), 
or for any cash amounts, delivered to any public official pursuant to any 
applicable abandoned property, escheat or similar law.

    3.4  DISSENTING SHARES.

         (a)  Notwithstanding anything to the contrary contained in this 
Merger Agreement, any shares of capital stock of Quantum that, as of the 
Effective Time, are or may become 'dissenting shares' within the meaning of 
Section 1300(b) of the California Corporations Code shall not be converted 
into or represent the right to receive InVision Common Stock in accordance 
with Section 3.1 (or cash in lieu of fractional shares in accordance with 
Section 3.3(c)), and the holder or holders of such shares shall be entitled 
only to such rights as may be granted to such holder or holders in Chapter 13 
of the California Law; PROVIDED, HOWEVER, that if the status of any such 
shares as 'dissenting shares' shall not be perfected, or if any such shares 
shall lose their status as 'dissenting shares,' then, as of the later of the 
Effective Time or the time of the failure to perfect such status or the loss 
of such status, such shares shall automatically be converted into and shall 
represent only the right to receive (upon the surrender of the certificate or 
certificates representing such shares) InVision Common Stock in accordance 
with Section 3.1 (and cash in lieu of fractional shares in accordance with 
Section 3.3(c)).

         (b)  Quantum shall give InVision (i) prompt notice of any written 
demand received by Quantum prior to the Effective Time to require Quantum to 
purchase shares of capital stock of Quantum pursuant to Chapter 13 of the 
California Law and of any other demand, notice or instrument delivered to 
Quantum prior to the Effective Time pursuant to the California Law, and (ii) 
the opportunity to participate in all negotiations and proceedings with 
respect to any such demand, notice or instrument.  Quantum shall not make any 
payment or settlement offer prior to the Effective Time with respect to any 
such demand unless InVision shall have consented in writing to such payment 
or settlement offer.


                                      7.


                                   ARTICLE 4

                           TERMINATION AND AMENDMENT

    4.1  TERMINATION.  Notwithstanding the approval of this Merger Agreement 
by the shareholders of Merger Sub and Quantum, this Merger Agreement shall 
terminate forthwith in the event that the Reorganization Agreement shall be 
terminated as therein provided.

    4.2  AMENDMENT.  This Merger Agreement may be amended by the parties 
hereto at any time before or after approval hereof by the shareholders of 
either Merger Sub or Quantum, but, after any such approval, no amendment 
shall be made which without the further approval of such shareholders would 
(i) have a material adverse effect on the shareholders of either Merger Sub 
or Quantum, (ii) change any of the principal terms of the Merger Agreement, 
or (iii) change any term of the Articles of Incorporation of the Surviving 
Corporation.  This Merger Agreement may not be amended except by an 
instrument in writing signed on behalf of each of the parties hereto.

                                ARTICLE 5

                              MISCELLANEOUS

    5.1  HEADINGS.  The underlined headings contained in this Merger 
Agreement are for convenience of reference only, shall not be deemed to be a 
part of this Merger Agreement and shall not be referred to in connection with 
the construction or interpretation of this Merger Agreement.

    5.2  COUNTERPARTS.  This Merger Agreement may be executed in several 
counterparts, each of which shall constitute an original and all of which, 
when taken together, shall constitute one agreement.

    5.3  GOVERNING LAW.  This Merger Agreement shall be construed in 
accordance with, and governed in all respects by, the internal laws of the 
State of California (without giving effect to principles of conflicts of 
laws).

    5.4  CONSTRUCTION.  

         (a)  For purposes of this Merger Agreement, whenever the context 
requires: the singular number shall include the plural, and vice versa.

         (b)  The parties hereto agree that any rule of construction to the 
effect that ambiguities are to be resolved against the drafting party shall 
not be applied in the construction or interpretation of this Merger Agreement.


                                      8.


         (c)  As used in this Merger Agreement, the words 'include' and 
'including,' and variations thereof, shall not be deemed to be terms of 
limitation, but rather shall be deemed to be followed by the words 'without 
limitation.'

         (d)  Except as otherwise indicated, all references in this Merger 
Agreement to 'Sections' and 'Exhibits' are intended to refer to Sections of 
this Merger Agreement and Exhibits to this Merger Agreement.


                                      9.


    IN WITNESS WHEREOF, the parties have duly executed this Merger Agreement as
of the date first written above.



QP Acquisition Corp.,                  Quantum Magnetics, Inc.,
  a California corporation               a California corporation


By: ______________________             By: _______________________
    Its President                           Its President


                                      10.


                                   EXHIBIT A


                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                            QUANTUM MAGNETICS, INC.


                                      I.

    The name of this corporation is QUANTUM MAGNETICS, INC.

                                     II.

    The purpose of this corporation is to engage in any lawful act or 
activity for which a corporation may be organized under the General 
Corporation Law of California other than the banking business, the trust 
company business or the practice of a profession permitted to be incorporated 
by the California Corporations Code.

                                     III.

    The corporation is authorized to issue only one class of stock, to be 
designated Common Stock.  The total number of shares of Common Stock 
presently authorized is one thousand (1,000), par value one-tenth of one cent 
($0.001).

                                     IV.

    (a)  The liability of the directors of this corporation for monetary 
damages shall be eliminated to the fullest extent permissible under 
California law.

    (b)  This corporation is authorized to provide indemnification of agents 
(as defined in Section 317 of the California Corporations Code) for breach of 
duty to the corporation and its shareholders through bylaw provisions or 
through agreements with the agents, or through shareholder resolutions, or 
otherwise, in excess of the indemnification otherwise permitted by Section 
317 of the Corporations Code, subject to the limits on such excess 
indemnification set forth in Section 204 of the Corporations Code.

    (c)  Any repeal or modification of this Article shall only be prospective 
and shall not affect the rights under this Article in effect at the time of 
the alleged occurrence of any act or omission to act giving rise to liability 
or indemnification.


                                      1.


                           Quantum Magnetics, Inc.
                           (Surviving Corporation)

                            OFFICERS' CERTIFICATE


    Lowell J. Burnett and Dale Sheets hereby certify that:

    1.   They are the Chairman of the Board and Secretary, respectively, of
         Quantum Magnetics, Inc., a California corporation (the 'Corporation').

    2.   The Agreement of Merger to which this Certificate is attached (the
         'Merger Agreement') has been duly approved by the Board of Directors
         of the Corporation.

    3.   The Corporation has two classes of stock outstanding, designated
         'Common Stock' and 'Preferred Stock,' respectively, of which 3,992,959
         shares of Common Stock and 4,462,893 shares of Preferred Stock were
         outstanding and entitled to vote on the merger.  The Preferred Stock
         outstanding and entitled to vote on the merger is divided into series,
         comprised of 1,666,669 shares of Series A Preferred Stock, 711,340
         shares of Series B Preferred Stock, 1,643,556 shares of Series C
         Preferred Stock and 441,328 shares of Series D Preferred Stock.

    4.   The principal terms of the Merger Agreement were approved by the
         Corporation by a vote of a number of shares of each class which
         equaled or exceeded the vote required.  The vote required was (i) a
         majority of the outstanding shares of the Common Stock entitled to
         vote, (ii) a majority of the outstanding shares of Series A Preferred
         Stock entitled to vote, (iii) a majority of the outstanding shares of
         Series B Preferred Stock entitled to vote, (iv) a majority of the
         outstanding shares of Series C Preferred Stock entitled to vote, (v)
         a majority of the outstanding shares of Series D Preferred Stock
         entitled to vote, and (vi) 2/3 of the votes represented by the shares
         of Series A Preferred Stock and Series C Preferred Stock entitled to
         vote, voting together as a single class.  

    Each of the undersigned declares under penalty of perjury that the 
matters set out in the foregoing Certificate are true of his own knowledge.  
Executed at San Diego, California on September [___], 1997.

                             ___________________________________________
                             Lowell J. Burnett, Chairman of the Board



                             ___________________________________________
                             Dale Sheets, Secretary


                                      1.


                             QP Acquisition Corp.
                          (Disappearing Corporation)

                             OFFICERS' CERTIFICATE

    Sergio Magistri and Curtis P. DiSibio hereby certify that:

    1.   They are President and Secretary, respectively, of QP Acquisition
         Corp., a California corporation (the 'Corporation').

    2.   The Agreement of Merger to which this Certificate is attached (the
         'Merger Agreement') has been duly approved by the Board of Directors
         of the Corporation.

    3.   The Corporation has one class of stock outstanding, designated 'Common
         Stock,' of which 100 shares were outstanding and entitled to vote on
         the merger.

    4.   The principal terms of the Merger Agreement were approved by the
         Corporation by a vote of a number of shares which equaled or exceeded
         the vote required.  The vote required was greater than 50% of the
         outstanding shares of Common Stock.

    5.   The vote of the shareholders of InVision Technologies, Inc., the
         parent of the Corporation, which parent corporation is issuing equity
         securities to the shareholders of Quantum Magnetics, Inc. pursuant to
         the Merger Agreement, was not required.

    Each of the undersigned declares under penalty of perjury that the 
matters set out in the foregoing Certificate are true of his own knowledge.  
Executed at Foster City, California on September [___], 1997.

                             ______________________________
                             Sergio Magistri, President


                             ______________________________
                             Curtis P. DiSibio, Secretary


                                      1.