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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 May 4, 1999 by and between
Invision Technologies, Inc. ('Borrower') and Silicon Valley Bank ('Bank').

In connection with, among other documents, the Amended and Restated Loan and
Security Agreement (the 'Loan Documents') being concurrently executed herewith
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

              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                    unpublished and whether or not the same also constitutes a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

         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.


Invision Technologies, Inc.

By: /s/ Tim Black
Name: Tim Black
Title: Chief Operating Officer



By: /s/ Pamela S. Doyle
Name: Pamela S. Doyle
Title: Senior Vice President, Corporate Services Division


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