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Negative Pledge Agreement - InVision Technologies Inc. and Silicon Valley Bank

                           NEGATIVE PLEDGE AGREEMENT

          This Negative Pledge Agreement is made as of April 15, 1998, by and 
between InVision Technologies, Inc. ('Borrower') and Silicon Valley Bank 

In connection with, among other documents, the Loan and Security Agreement (the
'Loan Documents') dated February 20, 1997 between Borrower and Bank, Borrower
agrees as follows:

          1.   Borrower shall not sell, transfer, assign, mortgage, pledge,
               lease, grant a security interest in, or encumber any of 
               Borrower's Intellectual Property, including, without limitation, 
               the following: 

               a.   Any and all copyright rights, copyright applications, 
                    copyright registrations and like protections in each work 
                    or authorship and derivative work thereof, whether 
                    published or unpublished and whether or not the same also 
                    constitutes a trade secret, now or hereafter existing, 
                    created, acquired or held;

               b.   All mask works or similar rights available for the 
                    protection of semiconductor chips, now owned or hereafter 

               c.   Any and all trade secrets, and any and all intellectual 
                    property rights in computer software and computer software 
                    products now or hereafter existing, created, acquired or 

               d.   Any and all design rights which may be available to Borrower
                    now or hereafter existing, created, acquired or held;

               e.   All patents, patent applications and like protections 
                    including, without limitation, improvements, divisions, 
                    continuations, renewals, reissues, extensions and 
                    continuations-in-part of the same, including without 
                    limitation the patents and patent applications;

               f.   Any trademark and servicemark rights, whether registered or
                    not, applications to register and registrations of the same 
                    and like protections, and the entire goodwill of the 
                    business of Borrower connected with and symbolized by such 
                    trademarks, including without limitation;

               g.   Any and all claims for damages by way of past, present and
                    future infringements of any of the rights included above, 
                    with the right, but not the obligation, to sue for and 
                    collect such damages for said use or infringement of the 
                    intellectual property rights identified above;

               h.   All licenses or other rights to use any of the Copyrights,
                    Patents, Trademarks or mask works, and all license fees and 
                    royalties arising from such use to the extent permitted by 
                    such license or rights; and

               i.   All amendments, extensions, renewals and extensions of any 
                    of the Copyrights, Trademarks, Patents, or mask works; and

               j.   All proceeds and products of the foregoing, including 
                    without limitation all payments under insurance or any 
                    indemnity or warranty payable in respect of any of the 

               Notwithstanding the foregoing, the parties agree that Borrower 
               may: (i) in the ordinary course of its business license its 
               Intellectual Property to purchasers of its products and to 
               agents, distributors and independent contractors who provide 
               maintenance, support and training to such purchasers in 
               connection with such products and enter into standard software 
               escrow agreements with such purchasers; and (ii) license its 
               Intellectual Property in connection with any joint venture, 
               collaboration, strategic alliance, research and development
               partnerships and arrangements; and (iii) license any of its 
               Intellectual Property not related to its current business.

          2.   It shall be an event of default under the Loan Documents between
               Borrower and Bank if there is a breach of any term of this 
               Negative Pledge Agreement.

          3.   Capitalized terms used but not otherwise defined herein shall 
               have the same meaning as in the Loan Documents.



By: /s/ Curtis P. DiSibio
Name: Curtis P. DiSibio
Title: Chief Financial Officer



By: /s/ D. Edward Wohlleb
Name: D. Edward Wohlleb
Title: Vice President

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