Key Employee Agreement - InVision Technologies Inc. and Sergio Magistri

                           INVISION TECHNOLOGIES, INC.

                             KEY EMPLOYEE AGREEMENT
                                       FOR
                                 SERGIO MAGISTRI


     AGREEMENT made this 22nd day of April 1994, by and between INVISION 
TECHNOLOGIES, INC. (hereinafter the 'Company') and you, SERGIO MAGISTRI 
(hereinafter also referred to as the 'Employee').

     WHEREAS, the Employee has been employed by the Company since December 9, 
1992; and

     WHEREAS, the Employee is currently serving as President and Chief 
Executive Officer of the Company, and has so served since December 9, 1992; and

     WHEREAS, the Company desires to retain Employee's services, to formalize 
its employment agreement with him, and to demonstrate its appreciation for his 
efforts as an President and Chief Executive Officer of the Company; and

     WHEREAS, the Company and the Employee wish to clarify their respective 
rights concerning the Employee's employment relationship with the Company;

     NOW, THEREFORE, in consideration for the mutual promises contained 
herein, and for such other valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties hereto agree as follows:

     1.   POSITION AND RESPONSIBILITIES.

          1.1  The Company will continue to employ you and you shall serve in 
an executive capacity as President and Chief Executive Officer and perform the 
duties customarily associated with such capacity from time to time and at such 
place or places as the Company shall reasonably designate or as shall be 
reasonably appropriate and necessary in connection with such employment.

          1.2  To the best of your ability, you will devote your full time and 
best efforts to the performance of your duties hereunder and to the business 
and affairs of the Company.  You agree to serve as a director and/or officer 
of the Company if elected by the stockholders and the Board, as the case may 
be, and to perform such executive duties as may be assigned to you by the 
Company's Board of Directors from time to time. You will report to the 
Company's Board of Directors.

                                       1.



          1.3  You will duly, punctually and faithfully perform and observe 
any and all rules and regulations which the Company may now or shall hereafter 
establish governing the conduct of its business, except to the extent that 
such rules and regulations may be inconsistent with your executive position.

     2.   COMPENSATION.

          2.1  The Company currently pays you for the services rendered 
hereunder a basic salary of $11,083.33 per month.  Such compensation is 
subject to change in accordance with the policies of the Company, as 
determined by its Board of Directors, in force from time to time, and payable 
in installments in accordance with Company policy. You shall also be entitled 
to all rights and benefits for which you shall be eligible under bonus, 
vacation, sick days, pension, group insurance, disability, life insurance, 
profit-sharing or other Company benefits which may be in force from time to 
time and provided to you or for the Company's employees generally.

          2.2  The Company will reimburse the reasonable and documented 
expenses you previously incurred in moving your family and household goods 
from Switzerland to the Bay Area, up to a maximum of $10,000.00.

          2.3  Subject to approval by the Company's Board of Directors, you 
will be granted options to purchase shares of common stock in the Company, 
according to the following terms and conditions.

               (a)  Options to purchase 400,000 shares will be subject to a 
four-year vesting period beginning December 9, 1992, and will vest according 
to the Company's standard vesting schedule, so that options to purchase 
100,000 shares (25% of the total) will vest at the end of the first year and 
25,000 shares (6.25% of the total) will vest at the end of each subsequent 
three-month period of your active employment with the Company.  You recognize 
that the option covering the first 200,000 of these shares (for vesting 
through December 9, 1994) is being issued at the present time, pursuant to 
action taken by the Board of Directors of the Company at its meeting of March 
18, 1994, and that the options for the balance of the shares will be issued in 
the future.

               (b)  Options to purchase 100,000 additional shares will be 
subject to two vesting conditions.  The first condition will be met by your 
active employment during a four-year vesting period, beginning December 9, 
1992, during which options will vest according to the Company's standard 
vesting schedule of 25% after the first year and 6.25% after each subsequent 
three-month period of your employment.  The second and separate condition for 
vesting is that the Company must be profitable for two consecutive quarters 
before any of these shares will vest, even though the passage of time required 
in the first condition has been met.

                                       2.



               (c)  Options to purchase 100,000 additional shares will be 
issued immediately, but shall become exercisable only upon the closing of (i) 
the Company's initial public offering of stock, or (ii) an acquisition of the 
Company, in either case for a purchase price equal to no less than $5.00 per 
share of the Company's Common Stock, as presently constituted.

     3.   OTHER ACTIVITIES DURING EMPLOYMENT.

          3.1  Except with the prior written consent of the Company's Board of 
Directors, you will not during the term of this Agreement undertake or engage 
in any other employment, occupation or business enterprise, other than ones in 
which you are a passive investor.  You may engage in civic and not-for-profit 
activities so long as such activities do not materially interfere with the 
performance of your duties hereunder.

          3.2  Except as permitted by Section 3.3, you will not acquire, 
assume or participate in, directly or indirectly, any position, investment or 
interest known by you to be adverse or antagonistic to the Company, its 
business or prospects, financial or otherwise.

          3.3  During the term of your employment by the Company you will not 
directly or indirectly, except on behalf of the Company, whether as an 
officer, director, stockholder, partner, proprietor, associate, 
representative, consultant, or in any capacity whatsoever engage in, become 
financially interested in, be employed by or have any business connection with 
any other person, corporation, firm, partnership or other entity whatsoever 
which are known by you to directly compete with the Company, throughout the 
world, in any line of business engaged in (or planned to be engaged in) by the 
Company; provided, however, that anything above to the contrary 
notwithstanding, you may own, as a passive investor, securities of any 
competitor corporation, so long as your direct holdings in any one such 
corporation shall not in the aggregate constitute more than 1% of the voting 
stock of such corporation.

     4.   FORMER EMPLOYMENT.  You represent and warrant that your employment 
by the Company will not conflict with and will not be constrained by any prior 
employment or consulting agreement or relationship.  You represent and warrant 
that you do not possess confidential information arising out of prior 
employment which, in your best judgment, would be utilized in connection with 
your employment by the Company, except in accordance with agreements between 
your former employer and the Company.  The Company has been made aware by you 
of the existence of a consulting contract between you and Italimprese and does 
not object to such relationship so long as it does not conflict with your 
responsibilities with the Company.

     5.   PROPRIETARY INFORMATION AND INVENTIONS.  You agree that you are 
bound by the provisions of the Proprietary Information Agreement between you 
and the Company, a form of which is attached hereto as Exhibit 1.

                                       3. 


     6.   TERM OF EMPLOYMENT; TERMINATION.

          6.1  Your employment will be terminable at the will of either party, 
at any time, with or without cause or prior notice.

          6.2  If terminated for cause, or if Employee resigns voluntarily, 
Employee shall receive no severance pay or other benefits.  Termination for 
cause shall be effected by a majority of the Board of Directors only for the 
following reasons:

               (a)  The Employee's breach of his duty of undivided loyalty in
                    the execution of his fiduciary duties to the Company,
                    including, but not limited to, the use of his position of
                    trust to further his private interests, or depriving the 
                    Company of any opportunity to which it is entitled;

               (b)  Dishonesty of the Employee with respect to the Company or 
                    any of its subsidiaries;

               (c)  Wilful misfeasance or nonfeasance of duty intended to injure
                    or having the effect of injuring the reputation, business,
                    or business relationships of the Company or of any of its
                    subsidiaries or any of their respective officers, directors
                    or employees;

               (d)  Conviction of the Employee upon a charge of any crime
                    involving moral turpitude or which could reflect unfavorably
                    upon the Company or any of its subsidiaries;

               (e)  Wilful or prolonged absence from work by the Employee (other
                    than by reason of disability due to physical or mental
                    illness) or failure, neglect or refusal by the Employee to
                    perform his duties and responsibilities without the same
                    being corrected upon ten days prior written notice; or

               (f)  Material breach by the Employee of any of the covenants
                    contained in this Agreement.

          6.3  If terminated without cause, Employee shall continue to receive 
his then-current salary for a period of six (6) months or until new employment 
begins, whichever occurs first.  Employee agrees to notify the Company upon 
acceptance of new employment.

                                       4.



          6.4  The Company will reimburse Employee for reasonable and 
documented expenses you incur, within six months of your termination without 
cause, in moving your family and household goods back to Switzerland from the 
Bay Area, up to a maximum of $10,000.

          6.5  In the event Employee desires to resign, Employee shall give 
the Company not less than ninety (90) days written notice.

     7.   REMEDIES.  Your duties under the Proprietary Information Agreement 
shall survive termination of your employment with the Company.  You 
acknowledge that a remedy at law for any breach or threatened breach by you of 
the provisions of the Proprietary Information Agreement would be inadequate 
and you therefore agree that the Company shall be entitled to injunctive 
relief in case of any such breach or threatened breach.

     8.   ASSIGNMENT.  Neither this Agreement nor any rights or obligations 
hereunder may be assigned by the Company or by you.

     9.   SEVERABILITY.  In case any one or more of the provisions contained 
in this Agreement shall, for any reason, be held to be invalid, illegal or 
unenforceable in any respect, such invalidity, illegality or unenforceability 
shall not affect the other provisions of this Agreement, and this Agreement 
shall be construed as if such invalid, illegal or unenforceable provision had 
never been contained herein.  If moreover, any one or more of the provisions 
contained in this Agreement shall for any reason be held to be excessively 
broad as to duration, scope, activity or subject, it shall be construed by 
limiting and reducing it, so as to be enforceable to the extent compatible 
with the applicable law as it shall then appear.

     10.  NOTICES.  Any notice which the Company is required or may desire to 
give you shall be given by personal delivery or registered or certified mail, 
return receipt requested, addressed to you at the address of record with the 
Company, or at such other place as you may from time to time designate in 
writing.  Any notice which you are required or may desire to give to the 
Company hereunder shall be given by personal delivery or by registered or 
certified mail, return receipt requested, addressed to the Company at its 
principal office, or at such other office as the Company may from time to time 
designate in writing.  The date of personal delivery or the date of mailing 
any such notice shall be deemed to be the date of delivery thereof.

     11.  WAIVER.  If either party should waive any breach of any provisions 
of this Agreement, he or it shall not thereby be deemed to have waived any 
preceding or succeeding breach of the same or any other provision of this 
Agreement.

                                       5.



     12.  COMPLETE AGREEMENT; AMENDMENTS.  This Agreement together with 
Exhibit 1 sets forth the entire agreement and understandings between the 
parties hereto and constitutes the complete, final and exclusive embodiment of 
their agreement with respect to the subject matter hereof.  This Agreement 
merges all previous discussions and negotiations between the parties and 
supersedes and replaces any and every other agreement which may  have existed 
between the parties with respect to the subject matter hereof.  It may not be 
amended, supplemented, canceled or discharged except by written instrument 
executed by both parties hereto.

     13.  HEADINGS.  The headings of the sections hereof are inserted for 
convenience only and shall not be deemed to constitute a part hereof nor to 
affect the meaning thereof.

     14.  LAW GOVERNING AGREEMENT.  The validity of this Agreement and the 
rights, obligations and relations of the parties hereunder shall be construed 
and determined under and in accordance with the substantive laws of the State 
of California without regard to its principles of conflicts of law.

     15.  FORUM.  Any legal action, suit or proceeding arising from or 
relating to this Agreement shall be brought and maintained in either the 
courts of the State of California, or the United States District Court for the 
Northern District of California and the parties hereby submit to the 
jurisdiction thereof.

     16.  ATTORNEY FEES.  If either party hereto brings any action to enforce 
its rights hereunder, the prevailing party in any such action shall be 
entitled to recover his or its reasonable attorneys' fees and costs incurred 
in connection with such action.

                              InVision Technologies, Inc.


                              By:
                                 ---------------------------------------------
                              Title:
                                    ------------------------------------------
                              Date:
                                    ------------------------------------------

Accepted and agreed this
22nd day of April 1994.



----------------------------
     Sergio Magistri



                                       6.



                                    EXHIBIT 1

                           INVISION TECHNOLOGIES, INC.

                             PROPRIETARY INFORMATION
                            AND INVENTIONS AGREEMENT

     IN CONSIDERATION OF MY EMPLOYMENT OR CONTINUED EMPLOYMENT BY INVISION 
TECHNOLOGIES, INC. (THE 'COMPANY'), AND THE COMPENSATION NOW AND HEREAFTER 
PAID TO ME, I HEREBY AGREE AS FOLLOWS:

     1.   RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.  AT ALL TIMES DURING 
THE TERM OF MY EMPLOYMENT AND THEREAFTER, I WILL HOLD IN STRICTEST CONFIDENCE 
AND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY'S 
PROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT AS SUCH DISCLOSURE, USE OR 
PUBLICATION MAY BE REQUIRED IN CONNECTION WITH MY WORK FOR THE COMPANY, OR 
UNLESS AN OFFICER OF THE COMPANY EXPRESSLY AUTHORIZES SUCH IN WRITING.  I 
HEREBY ASSIGN TO THE COMPANY ANY RIGHTS I MAY HAVE OR ACQUIRE IN SUCH 
PROPRIETARY INFORMATION AND RECOGNIZE THAT ALL PROPRIETARY INFORMATION SHALL 
BE THE SOLE PROPERTY OF THE COMPANY AND ITS ASSIGNS AND THE COMPANY AND ITS 
ASSIGNS SHALL BE THE SOLE OWNER OF ALL TRADE SECRET RIGHTS, PATENT RIGHTS, 
COPYRIGHTS, MASK WORK RIGHTS AND ALL OTHER RIGHTS THROUGHOUT THE WORLD 
(COLLECTIVELY, 'PROPRIETARY RIGHTS') IN CONNECTION THEREWITH.

     THE TERM 'PROPRIETARY INFORMATION' SHALL MEAN TRADE SECRETS, CONFIDENTIAL 
KNOWLEDGE, DATA OR ANY OTHER PROPRIETARY INFORMATION OF THE COMPANY.  BY WAY 
OF ILLUSTRATION BUT NOT LIMITATION, 'PROPRIETARY INFORMATION' INCLUDES (A) 
ALGORITHMS, TRADE SECRETS, INVENTIONS, MASK WORKS, IDEAS, PROCESSES, FORMULAS, 
SOURCE AND OBJECT CODES, DATA, PROGRAMS, OTHER WORKS OF AUTHORSHIP, KNOW-HOW, 
IMPROVEMENTS, DISCOVERIES, DEVELOPMENTS, DESIGNS AND TECHNIQUES (HEREINAFTER 
COLLECTIVELY REFERRED TO AS 'INVENTIONS'); AND (B) INFORMATION REGARDING PLANS 
FOR RESEARCH, DEVELOPMENT, NEW PRODUCTS, MARKETING AND SELLING, BUSINESS 
PLANS, BUDGETS AND UNPUBLISHED FINANCIAL STATEMENTS, LICENSES, PRICES AND 
COSTS, SUPPLIERS AND CUSTOMERS; AND INFORMATION REGARDING THE SKILLS AND 
COMPENSATION OF OTHER EMPLOYEES OF THE COMPANY.

     2.   THIRD PARTY INFORMATION.  I UNDERSTAND, IN ADDITION, THAT THE 
COMPANY HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES 
CONFIDENTIAL OR PROPRIETARY INFORMATION ('THIRD PARTY INFORMATION') SUBJECT TO 
A DUTY ON THE COMPANY'S PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH 
INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.  DURING THE TERM 
OF MY EMPLOYMENT AND THEREAFTER, I WILL HOLD THIRD PARTY INFORMATION IN THE

                                       7.



STRICTEST CONFIDENCE AND WILL NOT DISCLOSE (TO ANYONE OTHER THAN COMPANY 
PERSONNEL WHO NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THEIR WORK FOR 
THE COMPANY) OR USE, EXCEPT IN CONNECTION WITH MY WORK FOR THE COMPANY, THIRD 
PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY AN OFFICER OF THE COMPANY IN 
WRITING.

     3.   ASSIGNMENT OF INVENTIONS.

          3.1  ASSIGNMENT.  I hereby assign to the Company all my right, title 
and interest in and to any and all Inventions (and all Proprietary Rights with 
respect thereto) whether or not patentable or registrable under copyright or 
similar statutes, made or conceived or reduced to practice or learned by me, 
either alone or jointly with others, during the period of my employment with 
the Company.  Inventions assigned to or as directed by the Company by this 
paragraph 3 are hereinafter referred to as 'Company Inventions.' I recognize 
that this Agreement does not require assignment of any invention which 
qualifies fully for protection under Section 2870 of the California Labor Code 
(hereinafter 'Section 2870'), which provides as follows:

               (i)  Any provision in an employment agreement which provides 
that an employee shall assign, or offer to assign, any of his or her rights in 
an invention to his or her employer shall not apply to an invention that the 
employee developed entirely on his or her own time without using the 
employer's equipment, supplies, facilities, or trade secret information except 
for those inventions that either:

                    (1)  Relate at the time of conception or reduction to 
practice of the invention to the employer's business, or actual or 
demonstrably anticipated research or development of the employer.

                    (2)  Result from any work performed by the employee for 
the employer.

               (ii) To the extent a provision in an employment agreement 
purports to require an employee to assign an invention otherwise excluded from 
being required to be assigned under subdivision (i), the provision is against 
the public policy of this state and is unenforceable.

          3.2  GOVERNMENT.  I also assign to or as directed by the Company all 
my right, title and interest in and to any and all Inventions, full title to 
which is required to be in the United States by a contract between the Company 
and the United States or any of its agencies.

     4.   ENFORCEMENT OF PROPRIETARY RIGHTS.  I will assist the Company in 
every proper way to obtain and from time to time enforce United States and 
foreign Proprietary Rights relating to Company Inventions in any and all 
countries.  To that end I will execute, verify and deliver such documents and 
perform such other acts (including

                                       8.



appearances as a witness) as the Company may reasonably request for use in 
applying for, obtaining, perfecting, evidencing, sustaining and enforcing such 
Proprietary Rights and the assignment thereof.  In addition, I will execute, 
verify and deliver assignments of such Proprietary Rights to the Company or 
its designee.  My obligation to assist the Company with respect to Proprietary 
Rights relating to such Company Inventions in any and all countries shall 
continue beyond the termination of my employment, but the Company shall 
compensate me at a reasonable rate after my termination for the time actually 
spent by me at the Company's request on such assistance.

     In the event the Company is unable for any reason, after reasonable 
effort, to secure my signature on any document needed in connection with the 
actions specified in the preceding paragraph, I hereby irrevocably designate 
and appoint the Company and its duly authorized officers and agents as my 
agent and attorney in fact, which appointment is coupled with an interest, to 
act for and in my behalf to execute, verify and file any such documents and to 
do all other lawfully permitted acts to further the purposes of the preceding 
paragraph with the same legal force and effect as if executed by me. I hereby 
waive and quitclaim to the Company any and all claims, of any nature 
whatsoever, which I now or may hereafter have for infringement of any 
Proprietary Rights assigned hereunder to the Company.

     5.   OBLIGATION TO KEEP COMPANY INFORMED.  During the period of my 
employment and for six (6) months after termination of my employment with the 
Company, I will promptly disclose to the Company fully and in writing all 
Inventions authored, conceived or reduced to practice by me, either alone or 
jointly with others.  In addition, I will promptly disclose to the Company all 
patent applications filed by me or on my behalf within a year after 
termination of employment.  At the time of each such disclosure, I will advise 
the Company in writing of any Inventions that I believe fully qualify for 
protection under Section 2870; and I will at that time provide to the Company 
in writing all evidence necessary to substantiate that belief.  The Company 
will keep in confidence and will not disclose to third parties without my 
consent any proprietary information disclosed in writing to the Company 
pursuant to this Agreement relating to Inventions that qualify fully for 
protection under the provisions of Section 2870.  I will preserve the 
confidentiality of any Invention that does not fully qualify for protection 
under Section 2870.

     I agree to keep and maintain adequate and current records (in the form of 
notes, sketches, drawings and in any other form that may be required by the 
Company) of all Proprietary Information developed by me and all Inventions 
made by me during the period of my employment at the Company, which records 
shall be available to and remain the sole property of the Company at all times.

     6.   PRIOR INVENTIONS.  Inventions, if any, patented or unpatented, which 
I made prior to the commencement of my employment with the Company are 
excluded from the scope of this Agreement.  To preclude any possible 
uncertainty, I have set forth on Exhibit A attached hereto a complete list of 
all Inventions that I have, alone or jointly with others,

                                       9.



conceived, developed or reduced to practice or caused to be conceived, 
developed or reduced to practice prior to the commencement of my employment 
with the Company, that I consider to be my property or the property of third 
parties and that I wish to have excluded from the scope of this Agreement.  If 
disclosure of any such Invention on Exhibit A would cause me to violate any 
prior confidentiality agreement, I understand that I am not to list such 
Inventions in Exhibit A but am to inform the Company that for that reason not 
all such Inventions have been listed.

     7.   ADDITIONAL ACTIVITIES.  I agree that during the period of my 
employment by the Company I will not, without the Company's express written 
consent, engage in any employment or business activity other than the Company. 
 I agree further that for the period of my employment by the company and for 
one (1) year after the date of termination of my employment by the Company I 
will not (i) induce any employee of the company to leave the employ of the 
Company to leave the employ of the Company or (ii) solicit the business of any 
client or customer of the Company (other than on behalf of the company).

     8.   NO IMPROPER USE OF MATERIALS.  During my employment by the Company I 
will not improperly use or disclose any confidential information or trade 
secrets, if any, of any former employer or any other person to whom I have an 
obligation of confidentiality, and I will not bring onto the premises of the 
Company any unpublished documents or any property belonging to any former 
employer or any other person to whom I have an obligation of confidentiality 
unless consented to in writing by that former employer or person.

     I will use in the performance of my duties only information which is 
generally known and used by persons with training and experience comparable to 
my own, which is common knowledge in the industry or otherwise legally in the 
public domain, or which is otherwise provided or developed by the Company.

     9.   NO CONFLICTING OBLIGATION.  I represent that my performance of all 
the terms of this Agreement and as an employee of the Company does not and 
will not breach any agreement to keep in confidence information acquired by me 
in confidence or in trust prior to my employment by the Company.  I have not 
entered into, and I agree I will not enter into, any agreement either written 
or oral in conflict herewith.

     10.  RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the 
Company, I will deliver to the Company any and all drawings, notes, memoranda, 
specifications, devices, formulas, and documents, together with all copies 
thereof, and any other material containing or disclosing any Company 
Inventions, Third Party Information or Proprietary Information of the Company. 
 I further agree that any property situated on the Company's premises and 
owned by the Company, including disks and other storage media, filing cabinets 
or other work areas, is subject to inspection by Company personnel at any time 
with or without notice.  Prior to leaving, I will cooperate with the Company

                                       10.



in completing and signing the Company's termination statement for technical 
and management personnel.

     11.  LEGAL AND EQUITABLE REMEDIES.  Because my services are personal and 
unique and because I may have access to and become acquainted with the 
Proprietary Information of the Company, the Company shall have the right to 
enforce this Agreement and any of its provisions by injunction, specific 
performance or other equitable relief, without bond and without prejudice to 
any other rights and remedies that the Company may have for a breach of this 
Agreement.

     12.  NOTICES.  Any notices required or permitted hereunder shall be given 
to the appropriate party at the address specified below or at such other 
address as the party shall specify in writing.  Such notice shall be deemed 
given upon personal delivery to the appropriate address or if sent by 
certified or registered mail, three days after the date of mailing.

     13.  GENERAL PROVISIONS.

          13.1 GOVERNING LAW.  This Agreement will be governed by and 
construed according to the laws of the State of California.

          13.2 ENTIRE AGREEMENT.  This Agreement and the attached addendum is 
the final, complete and exclusive agreement of the parties with respect to the 
subject matter hereof and superacids and merges all prior discussions between 
us.  No modification of or amendment to this Agreement, nor any waiver of any 
rights under this Agreement, will be effective unless in writing and signed by 
the party to be charged.  Any subsequent change or changes in my duties, 
salary or compensation will not affect the validity or scope of this 
Agreement.  As used in this Agreement, the period of my employment includes 
any time during which I may be retained by the Company as a consultant.

          13.3 SEVERABILITY.  If one or more of the provisions in this 
Agreement are deemed unenforceable by law, then such provision will be deemed 
stricken from this Agreement and the remaining provisions will continue in 
full force and effect.

          13.4 SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon my 
heirs, executors, administrators and other legal representatives and will be 
for the benefit of the Company, its successors, and its assigns.

          13.5 SURVIVAL.  The provisions of this Agreement shall survive the 
termination of my employment and the assignment of this Agreement by the 
Company to any successor in interest or other assignee.

          13.6 EMPLOYMENT.  I agree and understand that nothing in this 
Agreement shall confer any right with respect to continuation of employment by 
the Company, nor

                                       11.



shall it interfere in any way with my right or the Company's right to 
terminate my employment at any time, with or without cause.

          13.7 WAIVER.  No waiver by the Company of any breach of this 
Agreement shall be a waiver of any preceding or succeeding breach.  No waiver 
by the Company of any right under this Agreement shall be construed as a 
waiver of any other right.  The Company shall not be required to give notice 
to enforce strict adherence to all terms of this Agreement.

     I HAVE READ THIS AGREEMENT CAREFULLY AND TERMS.

Dated:
      ---------------------------

---------------------------------
Employee Name

ACCEPTED AND AGREED TO:

INVISION TECHNOLOGIES, INC.


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





                                       12.



                                    EXHIBIT A


InVision Technologies, Inc.
3420 E. Third Avenue
Foster City, CA 94404

Gentlemen:

1.   The following is a complete list of all inventions or improvements relevant
     to the subject matter of my employment by InVision Technologies, Inc. (the
     'Company') that have been made or conceived or first reduced to practice by
     me alone or jointly with others prior to my engagement by the Company:

     [  ] No inventions or improvements.

     [  ] See below:

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     [  ] Due to confidentiality agreements with prior employer, I cannot
          disclose certain inventions that would otherwise be included on the
          above-described list.

     [  ] Additional sheets attached.

2.   I propose to bring to my employment the following devices, materials and
     documents of a former employer (other than Imatron, Inc.) or other person
     to whom I have an obligation of confidentiality that are not generally
     available to the public, which materials and documents may be used in my
     employment pursuant to the express written authorization of my former
     employer or such other person (a copy of which is attached hereto):

     [  ] No material.


                                       13.



     [  ] See below:

     [  ] Additional sheets attached.

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

Very truly yours,


----------------------------------------
Employee Name





                                       14.





                   INVISION TECHNOLOGIES, INC.

                          AMENDMENT TO
                     KEY EMPLOYEE AGREEMENT
                               for
                        Sergio Magistri


     This Amendment to Key Employee Agreement (the 'Amendment') is made on 
October __, 1995, by and between InVision Technologies, Inc., a Delaware 
corporation (the 'Company'), and Sergio Magistri.  Reference is made to that 
certain Key Employee Agreement dated April 22, 1994 by and between the 
Company and Sergio Magistri (the 'Agreement').

     Whereas, by resolution adopted by the Board of Directors of the Company 
on October 21, 1994, the Board authorized the amendment as set forth herein 
of the option granted to the Employee pursuant to Section 2.3(c) of the 
Agreement;

     Whereas, in the interests of clarity the parties desire also to reflect 
the issuance of additional options since the date of the Agreement, pursuant 
to employee anti-dilution programs adopted by the Board of Directors

     Now, Therefore, in consideration of the mutual promises and covenants as 
set forth herein, the parties hereby agree as follows:

     1.   The parties confirm that the options for 400,000 shares originally 
provided for in Section 2.3(a) of the Agreement were canceled as part of a 
repricing program effected in 1994.  In place of such original option 
commitment, Employee now holds an option covering 580,000 shares at an 
exercise price of $0.10 per share, vesting on a quarterly basis through March 
9, 1997 (the 'First Replacement Option').  In addition, in respect of such 
grant, the Company has since granted Employee an additional option covering 
152,000 shares at a purchase price of $0.10 per share, vesting on a quarterly 
basis through December 9, 1996.

     2.   The parties confirm that the 100,000 share option originally 
provided for in Section 2.3(b) of the Agreement was canceled as part of a 
repricing program effected in 1994.  In place of such original option, 
Employee now holds an option covering 145,000 shares at an exercise price of 
$0.10 per share, with vesting continuing to be subject to the two conditions 
referred to in the original Section 2.3(b), provided, however, that the 
original quarterly vesting schedule has been revised to provide for quarterly 
vesting through March 9, 1997 (the 'Second Replacement Option').  In 
addition, in respect of such grant, the Company has since granted Employee an 
additional option covering 38,000 shares at a purchase price of $0.10 per 
share, subject to the same vesting conditions as the Second Replacement 
Option.

     3.   The parties confirm that the 100,000 share option originally 
provided for in 





Section 2.3(c) of the Agreement was canceled as part of a repricing program 
effected in 1994.  In place of such option, Employee now holds an option 
covering 145,000 shares at an exercise price of $0.10 per share, with vesting 
subject to the original conditions (the 'Third Replacement Option').  In 
addition, in respect of such grant, the Company has since granted Employee an 
option covering 38,000 shares at a purchase price of $0.10 per share, subject 
to the same vesting conditions as the Third Replacement Option.

     4.   The parties agree that the vesting condition for the options 
referred to in Section 3 of this Amendment shall be as follows, in place of 
the vesting language provided for originally in Section 2.3(c) of the 
Agreement:

         'This option shall become exercisable only upon (i) the closing of 
         the Company's initial public offering of stock with a post-offering 
         Company valuation of at least $60,000,000 (to be measured inclusive 
         of all options and warrants outstanding as of the closing of such 
         public offering), (ii) the closing of an acquisition of the Company 
         with a Company valuation of at least $60,000,000 or (iii) the public 
         trading of the Company's common stock during any two month period 
         following the closing of the Company's initial public offering at an 
         average price for such period yielding a Company valuation of at 
         least $60,000,000.  For purposes of measuring the average trading 
         price, the parties shall disregard any days on which the Company's 
         stock does not trade, whether or not the exchanges were open for 
         trading on those days.  This option shall expire if Employee's 
         employment terminates prior to the satisfaction of such condition.'

     5.   Except as expressly amended by this Amendment, the Agreement shall 
remain in full force and effect.  This Amendment shall be governed by, and 
construed and enforced in accordance with, the substantive laws of the State 
of California, without regard to its principles of conflicts of laws.  This 
Amendment may be executed in several counterparts, which taken together shall 
constitute a single document. 





     In Witness Whereof, the parties hereto have caused this Amendment to be 
executed as of the date first above written.

INVISION TECHNOLOGIES, INC.



By:
    ---------------------------------
            Sergio Magistri