Board of Directors Retainer Agreement – InVision Technologies Inc. and Stephen Blum

BOARD OF DIRECTORS  - RETAINER AGREEMENT




This agreement made as of
May 30, 2001 between InVision Technologies, Inc., with its principal place of
business at 7151 Gateway Boulevard, Newark, CA 94560 (“InVision”) and Stephen
Blum, with an address of 220 East 65th Street, New York, NY 10021,
provides for director services, according to the following:



I.      Services
Provided



InVision agrees to engage
Stephen Blum to serve as a member of the Board of Directors (the “Director”)
and to provide those services required of a director under InVision’s Articles
of Incorporation and Bylaws (“Articles and Bylaws”), as both may be amended
from time, to time and under the General Corporation Law of Delaware, the
federal securities laws and other state and federal laws and regulations, as
applicable.



II.      Nature of
Relationship



The Director is an
independent contractor and will not be deemed an employee of InVision for
purposes of employee benefits, income tax withholding, F.I.C.A. taxes,
unemployment benefits or otherwise.  The
Director shall not enter into any agreement or incur any obligations on
InVision’s behalf.


InVision will supply, at
no cost to the Director:  periodic
briefings on the business, director packages for each board and committee
meeting, copies of minutes of meetings and any other materials that are
required under InVision’s Articles and Bylaws or the charter of any committee
of the board on which the director serves and any other materials which may, by
mutual agreement, be necessary for performing the services requested under this
contract.



III.      Director’s
Warranties



The Director warrants
that no other party has exclusive rights to his services in the specific areas
described and that the Director is in no way compromising any rights or trust
between any other party and the Director or creating a conflict of
interest.  The Director also warrants
that no other agreement will be entered into that will create a conflict of
interest with this agreement.  The
Director further warrants that he will comply with all applicable state and
federal laws and regulations, as applicable, including Sections 10 and 16 of
the Securities and Exchange Act of 1934.


Throughout the term of
this agreement and for a period of six months thereafter, the Director agrees
he will not, without obtaining InVision’s prior written consent, directly or
indirectly engage or prepare to engage in any activity in competition with any
InVision business or product, including products in the development stage,
accept employment or provide services to (including service as a member of a
board of directors), or establish a business in competition with InVision.





IV.      Compensation



A.  Retainer



InVision
shall pay the Director a nonrefundable retainer of $25,000 per year during the term
of this agreement (prorate for the first year $14,583.33) to provide the
services described in Section I which shall
compensate him for all time spent preparing for, travelling to (if applicable)
and attending board of director meetings during the year; provided, however,
that if more than three board meetings require out-of-town travel time, such
additional travel time may be billed at the rate set forth in subparagraph C.
below.  The retainer shall be
provided for portions of the term less than a full calendar year.  This retainer may be revised by action of
InVision’s Board of Directors from time to time.  Such revision shall be effective as of the date specified in the
resolution for payments not yet made and need not be documented by an amendment
to this agreement.



B.    Stock Options



Subject to
approval by the Board of Directors, an annual grant of an option to purchase
InVision common stock, par value $.001 per share, shall be made to the
Director.  The grant shall consist of an
option to purchase a specified number of shares under the term of InVision’s
2000 Equity Incentive Plan or then effective incentive plan.  The specified number of shares for a new
appointment to the Board shall be 20,000 shares in 2001, which grant has
already been made, and an annual grant at the discretion of the Board.  Currently this grant is of 10,000
shares.  Twenty-five percent of the
option shall vest on each quarterly anniversary of the date of grant.  The amount
and terms of the annual option grant may be revised by action of
InVision’s Board of Directors from time to time.  Such revision shall be effective as of the date specified in the
resolution for any grants not yet made and need not be documented by an
amendment to this agreement.



C.    Additional Payments



To the
extent services described in Section I require more than three out-of-town
trips, such additional travel time may be charged at the rate of $2,000 per day
or part thereof.   This rate may be
revised by action of InVision’s Board of Directors from time to time for
payments not yet made.  Such revision
shall be effective as of the date specified in the resolution and need not be
documented by an amendment to this agreement.



D.    Payment



Retainer payments shall be made quarterly in cash in
advance on the first day of each accounting quarter.  Additional payments shall be made in arrears.  No invoices need be submitted by the
Director for payment of the retainer. 
Invoices for additional payments under C, above, shall be submitted.
Such invoices must be approved by InVision’s Chief Executive Officer as to form
and completeness.


E.    Expenses


InVision will reimburse
the Director for reasonable expenses approved in advance, such approval not to
be unreasonably withheld.  Invoices for
expenses, with receipts attached, shall be submitted. Such invoices must be
approved by InVision’s Chief Executive Officer as to form and completeness.


V.      Indemnification and Insurance


InVision will execute an
indemnification agreement in favor of the Director substantially in the form of
the agreement attached hereto as Exhibit B. 
In addition, InVision will provide directors and officers liability
insurance.


VI.      Term of Agreement



This agreement shall be
in effect from May 30, 2001 through the last date of the Director’s current
term as a member of InVision’s Board of Directors.  This agreement shall be automatically renewed on the date of the
Director’s reelection as a member of InVision’s Board of Director’s for the
period of such new term unless the Board of Directors determines not to renew
this agreement.   Any amendment to this
agreement must be approved by a written action of InVision’s Board of
Directors.  Amendments to Section IV
Compensation hereof do not require the Director’s consent to be effective.



VII.      Termination



This agreement shall
automatically terminate upon the death of the Director or upon his resignation
or removal from, or failure to win election or reelection to, the InVision
Board of Directors.

In the event of any
termination of this agreement, the Director agrees to return any materials
transferred to the Director under this agreement except as may be necessary to
fulfill any outstanding obligations hereunder. 
The Director agrees that InVision has the right of injunctive relief to
enforce this provision.


InVision’s obligation in
the event of such termination shall be to pay the Director the retainer and
other payments due through the date of termination.


Termination shall not
relieve either party of its continuing obligation under this agreement with respect
to confidentiality of proprietary information.



VIII.      Limitation of Liability



Under no circumstances
shall InVision be liable to the Director for any consequential damages claimed
by any other party as a result of representations made by the Director with
respect to InVision which are different from any to those made in writing by
InVision.


Furthermore, except for
the maintenance of confidentiality, neither party shall be liable to the other
for delay in any performance, or for failure to render any performance under
this agreement when such delay or failure is caused by Government regulations
(whether or not valid), fire, strike, differences with workmen, illness of
employees, flood, accident, or any other cause or causes beyond reasonable
control of such delinquent party.





IX.      Confidentiality



The Director agrees to
sign and abide by InVision’s Director Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit A.



X.      Resolution
of Dispute



Any dispute regarding the
agreement (including without limitation its validity, interpretation,
performance, enforcement, termination and damages) shall be determined in
accordance with the laws of the State of California, the United States of
America.  Any action under this paragraph
shall not preclude any party hereto from seeking injunctive or other legal
relief to which each party may be entitled.



XI.      Sole
Agreement



This agreement (including
agreements executed in substantially in the form of the exhibits attached
hereto) supersedes all prior or contemporaneous written or oral understandings
or agreements, and may not be added to, modified, or waived, in whole or in
part, except by a writing signed by the party against whom such addition,
modification or waiver is sought to be asserted.



XII.      Assignment



This agreement and all of
the provisions hereof shall be binding upon and insure to the benefit of the
parties hereto and their respective successors and permitted assigns and,
except as otherwise expressly provided herein, neither this agreement, nor any
of the rights, interests or obligations hereunder shall be assigned by either
of the parties hereto without the prior written consent of the other party.



XIII.      Notices



Any and all notices,
requests and other communications required or permitted hereunder shall be in
writing, registered mail or by facsimile, to each of the parties at the
addresses set forth above or the numbers set forth below:

The Director:		Attention:		Mr. Stephen Blum
		Telephone:		212-872-2000
		Facsimile:		212-832-6759
InVision:		Attention:		Dr. Sergio Magistri
		Telephone:		510-739-2401
		Facsimile:		510-608-0770

Any such notice shall be
deemed given when received and notice given by registered mail shall be considered
to have been given on the tenth (10th) day after having been sent in the manner
provided for above.

XIV.      Survival
of Obligations

Notwithstanding the
expiration of termination of this agreement, neither party hereto shall be
released hereunder from any liability or obligation to the other which has
already accrued as of the time of such expiration or termination (including,
without limitation, InVision’s obligation to make any fees and expense payments
required pursuant to Article IV hereof) or which thereafter might accrue in
respect of any act or omission of such party prior to such expiration or
termination.

XV.      Severability

Any provision of this
agreement which is determined to be invalid or unenforceable shall not affect
the remainder of this agreement, which shall remain in effect as though the
invalid or unenforceable provision had not been included herein, unless the
removal of the invalid or unenforceable provision would substantially defeat
the intent, purpose or spirit of this agreement.

IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed by their duly authorized officers, as of the date
first written above.

Signature:		/s/ Stephen Blum			Date:	6/12/01
By:			Stephen Blum
Title:			Director
InVision Technologies, Inc.
Signature:		/s/ Sergio Magistri			Date:	8/20/01
By:			Sergio Magistri
Title:			President and Chief Executive Officer

EXHIBIT A

BOARD OF DIRECTORS
PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

      WHEREAS, the parties desire to assure the
confidential status of the information which may be disclosed by InVision to
the Director; NOW THEREFORE, in reliance upon and in consideration of the
following undertaking, the parties agree as follows:

      1.       Subject to the limitations set
forth in Paragraph 2, all information disclosed by InVision to the Director
shall be deemed to be ‘Proprietary Information’.  In particular, Proprietary Information shall
be deemed to include any information, process, technique, algorithm, program,
design, drawing, formula or test data relating to any research project, work in
process, future development, engineering, manufacturing, marketing, servicing,
financing or personnel matter relating to InVision, its present or future
products, sales, suppliers, customers, employees, investors, or business,
whether or oral, written, graphic or electronic form.

      2.       The term ‘Proprietary
Information’ shall not be deemed to include information which the Director
can demonstrate by competent written proof. (i) is now, or hereafter becomes,
through no act or failure to act on the part of the Director, generally known
or available; (ii) is known by the Director at the time of receiving such
information as evidenced by its records: (iii) is hereafter furnished to the
Director by a third party, as a matter of right and without restriction on
disclosure; or (iv) is the subject of a written permission to disclose provided
by InVision.

      3.       The Director shall maintain in
trust and confidence and not disclose to any third party or use for any
unauthorized purpose any Proprietary Information received from InVision.  The Director may use such Proprietary
Information only to the extent required to accomplish the purposes of this
Agreement.  The Director shall not use
Proprietary Information for any purpose or in any manner which would constitute
a violation of any laws or regulations, including without limitation the export
control laws of the United States.  No
other rights of licenses to trademarks, inventions, copyrights, or patents are implied
or granted under this Agreement.

      4.       Proprietary Information supplied
shall not be reproduced in any form except as required to accomplish the intent
of this Agreement.

      5.       The Director represents and
warrants that he shall protect the Proprietary Information received with at
least the same degree of care used to protect its own Proprietary Information
from unauthorized use or disclosure. 
The Director shall advise its employees or agents who might have access
to such Proprietary Information of the confidential nature thereof and shall
obtain from each of such employers and agents an agreement to abide by the
terms of this Agreement.  The Director
shall not disclose any Proprietary Information to any officer, employee or
agent who does not have a need for such information.

      6.       All Proprietary Information
(including all copies thereof) shall remain in the property of InVision, and
shall be returned to InVision after Director’s need for it has expired, or upon
request of InVision, and in any event, upon completion or termination of this
Agreement.

      7.       Notwithstanding any other provision
of this Agreement, disclosure of Proprietary Information shall not be precluded
if such disclosure:

(a)   is in
response to a valid order of a court or other governmental body of the United
States or any political subdivision thereof; provided, however, that the
responding party shall first have given notice to the other party hereto and
shall have made a reasonable effort to obtain a protective order requiring that
the Proprietary Information so disclosed be used only for the purpose for which
the order was issued;

(b)   is
otherwise required by law; or

(c)   is
otherwise necessary to establish rights or enforced obligations under this
Agreement, but only to the extent that any such disclosure is necessary.

      8.       This Agreement shall continue in
full force and effect for so long as the Director continues to receive
Proprietary Information.  This Agreement
may be terminated at any time upon thirty (30) days written notice to the other
party.  The termination of the Agreement
shall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5
and 12 of this Agreement with respect to Proprietary information disclosed
prior to the effective date of such termination and the provisions of these
Paragraphs shall survive the termination of this Agreement for a period of five
(5) years from the date of such termination.

      9.       The Director agrees to indemnify
InVision for any loss or damage suffered as a result of any breach by the
Director of the terms of this Agreement, including any reasonable fees incurred
by InVision in the collection of such indemnity.

      10.      This Agreement shall be governed by
the laws of the State of California as those laws are applied to contracts entered
into and to be performed entirely in California by California residents.

      11.      This Agreement contains the final,
complete and exclusive agreement of the parties relative to the subject matter
hereof and may not be changed, modified, amended or supplemented except by a
written instrument signed by both parties.

      12.      Each party hereby acknowledges and
agrees that in the event of any breach of this Agreement by the Director,
including, without limitation, an actual or threatened disclosure of Proprietary
Information without the prior express written consent of InVision, InVision
will suffer an irreparable injury, such that no remedy at law will afford it
adequate protection against, or appropriate compensation for, such injury.  Accordingly, each party hereby agrees that
InVision shall be entitled to specific performance of the Director’s
obligations under this Agreement, as well as such further injunctive relief as
may be granted by a court of competent jurisdiction.

AGREED TO:		AGREED TO:
InVision Technologies		Mr. Stephen Blum
7151 Gateway Blvd.		220 East 65th Street
Newark, CA 94560		New York, NY 10021

By:	/s/ Sergio Magistri		By:	/s/ Stephen Blum
Name:	Sergio Magistri		Name:	Stephen Blum
Title:	President & CEO		Title:	Director

EXHIBIT B

INDEMNITY AGREEMENT

THIS AGREEMENT is made and entered
into this 30th day of May, 2001 by and between INVISION TECHNOLOGIES, INC.,
a Delaware corporation (the “Corporation”), and Stephen Blum (“Agent”).

RECITALS

WHEREAS, Agent performs a
valuable service to the Corporation in his capacity as Director of the
Corporation;

WHEREAS,
the stockholders of the Corporation have adopted bylaws (the “Bylaws”)
providing for the indemnification of the directors, officers, employees and
other agents of the Corporation, including persons serving at the request of
the Corporation in such capacities with other corporations or enterprises, as
authorized by the Delaware General Corporation Law, as amended (the “Code”);

WHEREAS,
the Bylaws and the Code, by their non-exclusive nature, permit contracts
between the Corporation and its agents, officers, employees and other agents
with respect to indemnification of such persons; and

WHEREAS,
in order to induce Agent to continue to serve as Director of the
Corporation, the Corporation has determined and agreed to enter into this
Agreement with Agent;

NOW,
THEREFORE, in consideration of
Agent’s continued service as Director after the date hereof, the parties hereto
agree as follows:

AGREEMENT

1. Services to the Corporation. Agent will serve,
at the will of the Corporation or under separate contract, if any such contract
exists, as Director of the Corporation or as a director, officer or other
fiduciary of an affiliate of the Corporation (including any employee benefit
plan of the Corporation) faithfully and to the best of his ability so long as
heis
duly elected and qualified in accordance with the provisions of the Bylaws or
other applicable charter documents of the Corporation or such affiliate; provided,
however, that Agent may at anytime and for any reason resign from
such position (subject to any contractual obligation that Agent may have
assumed apart from this Agreement) and that the Corporation or any affiliate
shall have no obligation under this Agreement to continue Agent in any such
position.

2. Indemnity of Agent. The Corporation
hereby agrees to hold harmless and indemnify Agent to the fullest extent
authorized or permitted by the provisions of the Bylaws and the Code, as the
same may be amended from time to time (but, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than the Bylaws or the Code permitted prior to adoption of such amendment).

3. Additional Indemnity. In addition to and
not in limitation of the indemnification otherwise provided for herein, and
subject only to the exclusions set forth in Section 4 hereof, the Corporation
hereby further agrees to hold harmless and indemnify Agent:

(a) against any and all
expenses (including attorneys’ fees), witness fees, damages, judgments, fines
and amounts paid in settlement and any other amounts that Agent becomes legally
obligated to pay because of any claim or claims made against or by him in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, arbitrational, administrative or
investigative (including an action by or in the right of the Corporation) to
which Agent is, was or at any time becomes a party, or is threatened to be made
a party, by reason of the fact that Agent is, was or at any time becomes a
director, officer, employee or other agent of Corporation, or is or was serving
or at any time serves at the request of the Corporation as a director, officer,
employee or other agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent
as may be provided to Agent by the Corporation under the non-exclusivity
provisions of the Code and Section 41 of the Bylaws.

4. Limitations on Additional Indemnity.
No indemnity pursuant to Section 3 hereof shall be paid by the
Corporation:

(a) on account of any claim against
Agent solely for an accounting of profits made from the purchase or sale by
Agent of securities of the Corporation pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law;

(b) on account of Agent’s conduct
that is established by a final judgment as knowingly fraudulent or deliberately
dishonest or that constituted willful misconduct;

(c) on account of Agent’s conduct
that is established by a final judgment as constituting a breach of Agent’s
duty of loyalty to the Corporation or resulting in any personal profit or
advantage to which Agent was not legally entitled;

(d) for which payment is actually
made to Agent under a valid and collectible insurance policy or under a valid
and enforceable indemnity clause, bylaw or agreement, except in respect of any
excess beyond payment under such insurance, clause, bylaw or agreement;

(e) if indemnification is not lawful
(and, in this respect, both the Corporation and Agent have been advised that
the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy
and is, therefore, unenforceable and that claims for indemnification should be
submitted to appropriate courts for adjudication); or

(f) in connection with any
proceeding (or part thereof) initiated by Agent, or any proceeding by Agent
against the Corporation or its directors, officers, employees or other agents,
unless (i) such indemnification is expressly required to be made by law, (ii)
the proceeding was authorized by the Board of Directors of the Corporation,
(iii) such indemnification is provided by the Corporation, in its sole
discretion, pursuant to the powers vested in the Corporation under the Code, or
(iv) the proceeding is initiated pursuant to Section 9 hereof.

5. Continuation of Indemnity. All agreements and
obligations of the Corporation contained herein shall continue during the
period Agent is a director, officer, employee or other agent of the Corporation
(or is or was serving at the request of the Corporation as a director, officer,
employee or other agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise) and shall continue thereafter
so long as Agent shall be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative, by reason of the fact that
Agent was serving in the capacity referred to herein.

6. Partial Indemnification. Agent shall be
entitled under this Agreement to indemnification by the Corporation for a
portion of the expenses (including attorneys’ fees), witness fees, damages,
judgments, fines and amounts paid in settlement and any other amounts that
Agent becomes legally obligated to pay in connection with any action, suit or
proceeding referred to in Section 3 hereof even if not entitled hereunder to
indemnification for the total amount thereof, and the Corporation shall
indemnify Agent for the portion thereof to which Agent is entitled.

7. Notification and Defense of Claim. Not later than
thirty (30) days after receipt by Agent of notice of the commencement of any
action, suit or proceeding, Agent will, if a claim in respect thereof is to be
made against the Corporation under this Agreement, notify the Corporation of
the commencement thereof; but the omission so to notify the Corporation will
not relieve it from any liability which it may have to Agent otherwise than
under this Agreement. With respect to any such action, suit or proceeding as to
which Agent notifies the Corporation of the commencement thereof:

(a)   the Corporation will be entitled
to participate therein at its own expense;

(b)   except as otherwise provided
below, the Corporation may, at its option and jointly with any other indemnifying
party similarly notified and electing to assume such defense, assume the
defense thereof, with counsel reasonably satisfactory to Agent. After notice
from the Corporation to Agent of its election to assume the defense thereof,
the Corporation will not be liable to Agent under this Agreement for any legal
or other expenses subsequently incurred by Agent in connection with the defense
thereof except for reasonable costs of investigation or otherwise as provided
below. Agent shall have the right to employ separate counsel in such action,
suit or proceeding but the fees and expenses of such counsel incurred after
notice from the Corporation of its assumption of the defense thereof shall be
at the expense of Agent unless (i) the employment of counsel by Agent has been
authorized by the Corporation, (ii) Agent shall have reasonably concluded, and
so notified the Corporation, that there is an actual conflict of interest
between the Corporation and Agent in the conduct of the defense of such action
or (iii) the Corporation shall not in fact have employed counsel to assume the
defense of such action, in each of which cases the fees and expenses of Agent’s
separate counsel shall be at the expense of the Corporation. The Corporation
shall not be entitled to assume the defense of any action, suit or proceeding
brought by or on behalf of the Corporation or as to which Agent shall have made
the conclusion provided for in clause (ii) above; and

(c)   the Corporation shall not be
liable to indemnify Agent under this Agreement for any amounts paid in
settlement of any action or claim effected without its written consent, which
shall not be unreasonably withheld. The Corporation shall be permitted to
settle any action except that it shall not settle any action or claim in any
manner which would impose any penalty or limitation on Agent without Agent’s
written consent, which may be given or withheld in Agent’s sole discretion.

8. Expenses. The Corporation
shall advance, prior to the final disposition of any proceeding, promptly
following request therefor, all expenses incurred by Agent in connection with
such proceeding upon receipt of an undertaking by or on behalf of Agent to
repay said amounts if it shall be determined ultimately that Agent is not
entitled to be indemnified under the provisions of this Agreement, the Bylaws,
the Code or otherwise.

9. Enforcement. Any right to
indemnification or advances granted by this Agreement to Agent shall be
enforceable by or on behalf of Agent in any court of competent jurisdiction if
(i) the claim for indemnification or advances is denied, in whole or in part,
or (ii) no disposition of such claim is made within ninety (90) days of request
therefor. Agent, in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. It
shall be a defense to any action for which a claim for indemnification is made
under Section 3 hereof (other than an action brought to enforce a claim for
expenses pursuant to Section 8 hereof, provided that the required undertaking has
been tendered to the Corporation) that Agent is not entitled to indemnification
because of the limitations set forth in Section 4 hereof. Neither the failure
of the Corporation (including its Board of Directors or its stockholders) to
have made a determination prior to the commencement of such enforcement action
that indemnification of Agent is proper in the circumstances, nor an actual
determination by the Corporation (including its Board of Directors or its stockholders)
that such indemnification is improper shall be a defense to the action or
create a presumption that Agent is not entitled to indemnification under this
Agreement or otherwise.

10. Subrogation. In the event of
payment under this Agreement, the Corporation shall be subrogated to the extent
of such payment to all of the rights of recovery of Agent, who shall execute
all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Corporation effectively to bring suit to enforce
such rights.

11. Non-Exclusivity of Rights. The rights
conferred on Agent by this Agreement shall not be exclusive of any other right
which Agent may have or hereafter acquire under any statute, provision of the
Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of
stockholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office.

12. Survival of Rights.

(a)   The rights conferred on Agent by
this Agreement shall continue after Agent has ceased to be a director, officer,
employee or other agent of the Corporation or to serve at the request of the
Corporation as a director, officer, employee or other agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and shall inure to the benefit of Agent’s heirs, executors and
administrators.

(b)   The Corporation shall require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of the
Corporation, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Corporation would be required to
perform if no such succession had taken place.

13. Separability. Each of the
provisions of this Agreement is a separate and distinct agreement and
independent of the others, so that if any provision hereof shall be held to be
invalid for any reason, such invalidity or unenforceability shall not affect
the validity or enforceability of the other provisions hereof. Furthermore, if
this Agreement shall be invalidated in its entirety on any ground, then the
Corporation shall nevertheless indemnify Agent to the fullest extent provided by
the Bylaws, the Code or any other applicable law.

14. Governing Law. This Agreement
shall be interpreted and enforced in accordance with the laws of the State of
Delaware.

15. Amendment and Termination. No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both parties hereto.

16. Identical Counterparts. This Agreement may
be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute but one
and the same Agreement. Only one such counterpart need be produced to evidence
the existence of this Agreement.

17. Headings. The headings of the
sections of this Agreement are inserted for convenience only and shall not be
deemed to constitute part of this Agreement or to affect the construction
hereof.

18. Notices. All notices,
requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given (i) upon delivery if delivered by hand
to the party to whom such communication was directed or (ii) upon the third
business day after the date on which such communication was mailed if mailed by
certified or registered mail with postage prepaid:

(a)   If to Agent, to:  220 East 65^th Street, New York,
NY 10021

(b)   If to the Corporation, to:

INVISION TECHNOLOGIES, INC.

7151 Gateway Blvd.

Newark, CA 94560

or to such other address as may have been
furnished to Agent by the Corporation.

IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on and as of the day and year first above written.

INVISION TECHNOLOGIES, INC,
By:	/s/ Sergio Magistri
Name: Sergio Magistri		Title President & CEO
AGENT
/s/ Stephen Blum
Name: Stephen Blum