Board of Directors Retainer Agreement – InVision Technologies Inc.

BOARD OF DIRECTORS - RETAINER AGREEMENT


This agreement made as of

August 1, 2001 between InVision Technologies, Inc., with its principal place of

business at 7151 Gateway Boulevard, Newark, CA 94560 (“InVision”) and Strategic

Initiatives, Inc., with an address of 7415 S.E. 31st Avenue,

Portland, OR 97202.  Strategic

Initiatives hereby appoints Louis A. Turpen as its representative to provide

the services required of the Director, subject to Mr. Turpen’s (i) acceptance

of the appointment; (ii) his representation that the warranties made in this

Agreement are also true as to him and (iii) his execution of InVision’s

Proprietary Information and Inventions Agreement.  The Director agrees to provide services according to the

following:

I.	p>Services Provided

InVision agrees to engage

Strategic Initiatives Inc. who will provide Louis A. Turpen 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 $10,416.67) 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. 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 August 1, 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, 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:		Strategic Initiatives Inc.
		Telephone:		416-487-3834
		Facsimile:		416-487-3834
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.

Strategic Initiatives, Inc.
Signature:	/s/ Louis A. Turpen				Date:		9/05/01
By:	Louis A. Turpen
Title:	President
InVision Technologies, Inc.
Signature:		/s/ Sergio Magistri				Date:		9/06/01
By:		Sergio Magistri
Title:		President and Chief Executive Officer

ACCEPTANCE:

I, Louis A. Turpen, hereby accept the appointment as

stated in the above Agreement and represent that the warranties made in this

Agreement are also true as to me.

Signature:	/s/ Louis A. Turpen		Date:	9/05/01
	Louis A. Turpen

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 oral or 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, Inc.					Strategic Initiatives, Inc.
7151 Gateway Blvd.					7415 S.E. 31st Avenue
Newark, CA 94560					Portland, OR 97202
By:	/s/ Sergio Magistri				By:	/s/ Louis A. Turpen
Name:		Sergio Magistri			Name:		Louis A. Turpen
Title:		President & CEO			Title:		President

EXHIBIT B

INDEMNITY AGREEMENT

THIS AGREEMENT is made and entered

into this 1st day of August, 2001 by and between INVISION TECHNOLOGIES, INC.,

a Delaware corporation (the “Corporation”), and Strategic Initiatives, Inc. who

hereby appoints Louis A. Turpen as its representative (“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 hisability so long as he is 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 hisclaim.

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:	p>Strategic Initiatives, Inc.
/td>	p>7415 S.E. 31st Avenue
/td>	Portland, OR 97202
p>(b) If to the Corporation, to:	p>INVISION TECHNOLOGIES, INC.
/td>	p>7151 Gateway Blvd.
/td>	p>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.		STRATEGIC INITIATIVES, INC.
p>By:	p>/s/ Sergio Magistri	p>By:	p>/s/ Louis A. Turpen
p>Name:	p> Sergio Magistri, CEO	p>Name:	p>Louis A. Turpen, President