{"id":41130,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/loan-and-security-agreement-exim-program-silicon-valley-bank.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"loan-and-security-agreement-exim-program-silicon-valley-bank","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/loan-and-security-agreement-exim-program-silicon-valley-bank.html","title":{"rendered":"Loan and Security Agreement (Exim Program) &#8211; Silicon Valley Bank and InVision Technologies Inc."},"content":{"rendered":"<pre>\nSILICON VALLEY BANK\n\n                           LOAN AND SECURITY AGREEMENT\n\n                                 (EXIM PROGRAM)\n\nBORROWER: INVISION TECHNOLOGIES, INC.\n\nADDRESS:      7151 GATEWAY BLVD.\n              NEWARK, CALIFORNIA  94560\n\nDATE:     NOVEMBER 8, 2000\n\n\nTHIS LOAN AND SECURITY AGREEMENT is entered into on the above date between\nSILICON VALLEY BANK, COMMERCIAL FINANCE DIVISION (\"Silicon\"), whose address is\n3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above\n(jointly and severally, the \"Borrower\"), whose chief executive office is located\nat the above address (\"Borrower's Address\"). The Schedule to this Agreement (the\n\"Schedule\") shall for all purposes be deemed to be a part of this Agreement, and\nthe same is an integral part of this Agreement. (Definitions of certain terms\nused in this Agreement are set forth in Section 8 below.)\n\n\n1.   LOANS.\n\n   1.1  LOANS. Silicon will make loans to Borrower (the \"Loans\"), in amounts\ndetermined by Silicon in its sole discretion, up to the amounts (the \"Credit\nLimit\") shown on the Schedule, provided no Default or Event of Default has\noccurred and is continuing, and subject to deduction of any Reserves for accrued\ninterest and such other Reserves as Silicon deems proper from time to time.\n\n   1.2  INTEREST. All Loans and all other monetary Obligations shall bear \ninterest at the rate shown on the Schedule, except where expressly set forth \nto the contrary in this Agreement. Interest shall be payable monthly, on the \nlast day of the month. Interest may, in Silicon's discretion, be charged to \nBorrower's loan account, and the same shall thereafter bear interest at the \nsame rate as the other Loans. Silicon may, in its discretion, charge interest \nto Borrower's Deposit Accounts maintained with Silicon. Regardless of the \namount of Obligations that may be outstanding from time to time, Borrower \nshall pay Silicon minimum monthly interest during the term of this Agreement \nin the amount set forth on the Schedule (the \"Minimum Monthly Interest\").\n\n   1.3 OVERADVANCES. If at any time or for any reason the total of all\noutstanding Loans and all other Obligations exceeds the Credit Limit (an\n\"Overadvance\"), Borrower shall immediately pay the amount of the excess to\nSilicon, without notice or demand. Without limiting Borrower's obligation to\nrepay to Silicon on demand the amount of any Overadvance, Borrower agrees to pay\nSilicon interest on the outstanding amount of any Overadvance, on demand, at a\nrate equal to the interest rate which would otherwise be applicable to the\nOveradvance, plus an additional 2% per annum.\n\n   1.4 FEES. Borrower shall pay Silicon the fee(s) shown on the Schedule, which\nare in addition to all interest and other sums payable to Silicon and are not\nrefundable.\n\n   1.5 LETTERS OF CREDIT. At the request of Borrower, Silicon may, in its sole\ndiscretion, issue or arrange for the issuance of letters of credit for the\naccount of Borrower, in each case in form and substance satisfactory to Silicon\nin its sole discretion (collectively, \"Letters of Credit\"). The aggregate face\namount of all outstanding Letters of Credit from time to time shall not exceed\nthe amount shown on the Schedule (the \"Letter of Credit Sublimit\"), and shall be\nreserved against Loans which would otherwise be available hereunder; provided,\nhowever, with respect to Standby Letter of Credit Bid Bonds only, 25% of the\nLetter of Credit face amount shall be reserved against Loans which would\notherwise be available hereunder. Borrower shall pay all bank charges (including\ncharges of Silicon) for the issuance of Letters of Credit, together with such\nadditional fee as Silicon's letter of credit department shall charge in\nconnection with the issuance of the Letters of Credit. Any payment by Silicon\nunder or in connection with a Letter of Credit shall constitute a Loan hereunder\non the date such payment is made. Each Letter of Credit shall have an expiry\ndate no later than thirty days prior to the Maturity Date unless cash secured in\naccordance with Section 6.3 hereof. Borrower hereby agrees to indemnify, save,\nand hold Silicon harmless from any loss, cost, expense, or liability, including\npayments made by Silicon, expenses, and reasonable attorneys' fees incurred by\nSilicon arising out of or in connection with any Letters of Credit. \n\n                                       1\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\nBorrower agrees to be bound by the regulations and interpretations of the issuer\nof any Letters of Credit guarantied by Silicon and opened for Borrower's account\nor by Silicon's interpretations of any Letter of Credit issued by Silicon for\nBorrower's account, and Borrower understands and agrees that Silicon shall not\nbe liable for any error, negligence, or mistake, whether of omission or\ncommission, in following Borrower's instructions or those contained in the\nLetters of Credit or any modifications, amendments, or supplements thereto but\nnothing herein shall relieve Silicon from liability for its own gross negligence\nor willful misconduct. Borrower understands that Letters of Credit may require\nSilicon to indemnify the issuing bank for certain costs or liabilities arising\nout of claims by Borrower against such issuing bank. Borrower hereby agrees to\nindemnify and hold Silicon harmless with respect to any loss, cost, expense, or\nliability incurred by Silicon under any Letter of Credit as a result of\nSilicon's indemnification of any such issuing bank. The provisions of this Loan\nAgreement, as it pertains to Letters of Credit, and any other present or future\ndocuments or agreements between Borrower and Silicon relating to Letters of\nCredit are cumulative.\n\n2. SECURITY INTEREST.\n\n   2.1 SECURITY INTEREST. To secure the payment and performance of all of the\nObligations when due, Borrower hereby grants to Silicon a security interest in\nall of Borrower's interest in the following, whether now owned or hereafter\nacquired, and wherever located: All Inventory, Equipment, Receivables, and\nGeneral Intangibles, including, without limitation, all of Borrower's Deposit\nAccounts, and all money, and all property now or at any time in the future in\nSilicon's possession (including claims and credit balances), and all proceeds\n(including proceeds of any insurance policies, proceeds of proceeds and claims\nagainst third parties), all products and all books and records related to any of\nthe foregoing (all of the foregoing, together with all other property in which\nSilicon may now or in the future be granted a lien or security interest, is\nreferred to herein, collectively, as the \"Collateral\").\n\n3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER.\n\n   In order to induce Silicon to enter into this Agreement and to make Loans,\nBorrower represents and warrants to Silicon as follows, and Borrower covenants\nthat the following representations will continue to be true, and that Borrower\nwill at all times comply with all of the following covenants:\n\n   3.1 CORPORATE EXISTENCE AND AUTHORITY. Borrower, if a corporation, is and\nwill continue to be, duly organized, validly existing and in good standing under\nthe laws of the jurisdiction of its incorporation. Borrower is and will continue\nto be qualified and licensed to do business in all jurisdictions in which any\nfailure to do so would have a material adverse effect on Borrower. The\nexecution, delivery and performance by Borrower of this Agreement, and all other\ndocuments contemplated hereby (i) have been duly and validly authorized, (ii)\nare enforceable against Borrower in accordance with their terms (except as\nenforcement may be limited by equitable principles and by bankruptcy,\ninsolvency, reorganization, moratorium or similar laws relating to creditors'\nrights generally), and (iii) do not violate Borrower's articles or certificate\nof incorporation, or Borrower's by-laws, or any law or any material agreement or\ninstrument which is binding upon Borrower or its property, and (iv) do not\nconstitute grounds for acceleration of any material indebtedness or obligation\nunder any material agreement or instrument which is binding upon Borrower or its\nproperty.\n\n   3.2 NAME; TRADE NAMES AND STYLES. The name of Borrower set forth in the\nheading to this Agreement is its correct name. Listed on the Schedule are all\nprior names of Borrower and all of Borrower's present and prior trade names.\nBorrower shall give Silicon 30 days' prior written notice before changing its\nname or doing business under any other name. Borrower has complied, and will in\nthe future comply, with all laws relating to the conduct of business under a\nfictitious business name.\n\n   3.3 PLACE OF BUSINESS; LOCATION OF COLLATERAL. The address set forth in the\nheading to this Agreement is Borrower's chief executive office. In addition,\nBorrower has places of business and Collateral is located only at the locations\nset forth on the Schedule. Borrower will give Silicon at least 30 days prior\nwritten notice before opening any additional place of business, changing its\nchief executive office, or moving any of the Collateral to a location other than\nBorrower's Address or one of the locations set forth on the Schedule.\n\n   3.4 TITLE TO COLLATERAL; PERMITTED LIENS. Borrower is now, and will at all\ntimes in the future be, the sole owner of all the Collateral, except for items\nof Equipment which are leased by Borrower. The Collateral now is and will remain\nfree and clear of any and all liens, charges, security interests, encumbrances\nand adverse claims, except for Permitted Liens. Silicon now has, and will\ncontinue to have, a first-priority perfected and enforceable security interest\nin all of the Collateral, subject only to the Permitted Liens, and Borrower will\nat all times defend Silicon and the Collateral against all claims of others.\nNone of the Collateral now is or will be affixed to any real property in such a\nmanner, or with such intent, as to become a fixture. Borrower is not and will\nnot become a lessee under any real property lease pursuant to which the lessor\nmay obtain any rights in any of the Collateral and no such lease now prohibits,\nrestrains, impairs or will prohibit, restrain or impair Borrower's right to\nremove any Collateral from the leased premises. Whenever any Collateral is\nlocated upon premises in which any third party has an interest (whether as\nowner, mortgagee, beneficiary under a deed of trust, lien or otherwise),\nBorrower shall, whenever requested by Silicon, use its best efforts to cause\nsuch third party to execute and deliver to Silicon, in form acceptable to\nSilicon, such waivers and subordinations as Silicon shall specify, so as to\nensure that Silicon's rights in the Collateral are, and will continue to be,\nsuperior to the rights of any such third party. Borrower will keep in full force\nand effect, and will comply with all the terms of, any lease of real property\nwhere any of the Collateral now or in the future may be located.\n\n   3.5 MAINTENANCE OF COLLATERAL. Borrower will maintain the Collateral in good\nworking condition, and Borrower will not use the Collateral for any unlawful\npurpose. Borrower will immediately advise Silicon in writing of any material\nloss or damage to the Collateral.\n\n\n\n                                       2\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\n   3.6 BOOKS AND RECORDS. Borrower has maintained and will maintain at\nBorrower's Address complete and accurate books and records, comprising an\naccounting system in accordance with generally accepted accounting principles.\n\n   3.7 FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial statements now\nor in the future delivered to Silicon have been, and will be, prepared in\nconformity with generally accepted accounting principles and now and in the\nfuture will completely and accurately reflect the financial condition of\nBorrower, at the times and for the periods therein stated. Between the last date\ncovered by any such statement provided to Silicon and the date hereof, there has\nbeen no material adverse change in the financial condition or business of\nBorrower. Borrower is now and will continue to be solvent.\n\n   3.8   TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS. Borrower has timely\nfiled, and will timely file, all tax returns and reports required by foreign,\nfederal, state and local law, and Borrower has timely paid, and will timely pay,\nall foreign, federal, state and local taxes, assessments, deposits and\ncontributions now or in the future owed by Borrower. Borrower may, however,\ndefer payment of any contested taxes, provided that Borrower (i) in good faith\ncontests Borrower's obligation to pay the taxes by appropriate proceedings\npromptly and diligently instituted and conducted, (ii) notifies Silicon in\nwriting of the commencement of, and any material development in, the\nproceedings, and (iii) posts bonds or takes any other steps required to keep the\ncontested taxes from becoming a lien upon any of the Collateral. Borrower is\nunaware of any claims or adjustments proposed for any of Borrower's prior tax\nyears which could result in additional taxes becoming due and payable by\nBorrower. Borrower has paid, and shall continue to pay all amounts necessary to\nfund all present and future pension, profit sharing and deferred compensation\nplans in accordance with their terms, and Borrower has not and will not withdraw\nfrom participation in, permit partial or complete termination of, or permit the\noccurrence of any other event with respect to, any such plan which could result\nin any liability of Borrower, including any liability to the Pension Benefit\nGuaranty Corporation or its successors or any other governmental agency.\nBorrower shall, at all times, utilize the services of an outside payroll service\nproviding for the automatic deposit of all payroll taxes payable by Borrower.\n\n   3.9 COMPLIANCE WITH LAW. Borrower has complied, and will comply, in all\nmaterial respects, with all provisions of all foreign, federal, state and local\nlaws and regulations relating to Borrower, including, but not limited to, those\nrelating to Borrower's ownership of real or personal property, the conduct and\nlicensing of Borrower's business, and all environmental matters.\n\n   3.10 LITIGATION. Except as disclosed in the Schedule, there is no claim,\nsuit, litigation, proceeding or investigation pending or (to best of Borrower's\nknowledge) threatened by or against or affecting Borrower in any court or before\nany governmental agency (or any basis therefor known to Borrower) which may\nresult, either separately or in the aggregate, in any material adverse change in\nthe financial condition or business of Borrower, or in any material impairment\nin the ability of Borrower to carry on its business in substantially the same\nmanner as it is now being conducted. Borrower will promptly inform Silicon in\nwriting of any claim, proceeding, litigation or investigation in the future\nthreatened or instituted by or against Borrower involving any single claim of\n$50,000 or more, or involving $100,000 or more in the aggregate.\n\n   3.11 USE OF PROCEEDS. All proceeds of all Loans shall be used solely for\nlawful business purposes. Borrower is not purchasing or carrying any \"margin\nstock\" (as defined in Regulation U of the Board of Governors of the Federal\nReserve System) and no part of the proceeds of any Loan will be used to purchase\nor carry any \"margin stock\" or to extend credit to others for the purpose of\npurchasing or carrying any \"margin stock.\"\n\n4. RECEIVABLES.\n\n   4.1 REPRESENTATIONS RELATING TO RECEIVABLES. Borrower represents and warrants\nto Silicon as follows: Each Receivable with respect to which Loans are requested\nby Borrower shall, on the date each Loan is requested and made, (i) represent an\nundisputed bona fide existing unconditional obligation of the Account Debtor\ncreated by the sale, delivery, and acceptance of goods or the rendition of\nservices in the ordinary course of Borrower's business, and (ii) meet the\nMinimum Eligibility Requirements set forth in Section 8 below.\n\n   4.2 REPRESENTATIONS RELATING TO DOCUMENTS AND LEGAL COMPLIANCE. Borrower\nrepresents and warrants to Silicon as follows: All statements made and all\nunpaid balances appearing in all invoices, instruments and other documents\nevidencing the Receivables are and shall be true and correct and all such\ninvoices, instruments and other documents and all of Borrower's books and\nrecords are and shall be genuine and in all respects what they purport to be,\nand all signatories and endorsers have the capacity to contract. All sales and\nother transactions underlying or giving rise to each Receivable shall fully\ncomply with all applicable laws and governmental rules and regulations. All\nsignatures and endorsements on all documents, instruments, and agreements\nrelating to all Receivables are and shall be genuine, and all such documents,\ninstruments and agreements are and shall be legally enforceable in accordance\nwith their terms.\n\n   4.3 SCHEDULES AND DOCUMENTS RELATING TO RECEIVABLES. Borrower shall deliver\nto Silicon transaction reports and loan requests, schedules and assignments of\nall Receivables, and schedules of collections, all on Silicon's standard forms;\nprovided, however, that Borrower's failure to execute and deliver the same shall\nnot affect or limit Silicon's security interest and other rights in all of\nBorrower's Receivables, nor shall Silicon's failure to advance or lend against a\nspecific Receivable affect or limit Silicon's security interest and other rights\ntherein. Loan requests received after 12:00 Noon will not be considered by\nSilicon until the next Business Day. Together with each such schedule and\nassignment, or later if requested by Silicon, Borrower shall furnish Silicon\nwith copies (or, at Silicon's request, originals) of all contracts, orders,\ninvoices, and other similar documents, and all original shipping instructions,\ndelivery receipts, bills of lading, and other evidence of delivery, for any\ngoods the sale or disposition of which gave rise to such Receivables, and\nBorrower warrants the genuineness of all of the foregoing. Borrower shall also\nfurnish to Silicon an aged accounts receivable trial balance in such form and at\nsuch intervals as Silicon shall request. In addition, Borrower shall deliver to\nSilicon the originals of all instruments, \n\n\n                                       3\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\nchattel paper, security agreements, guarantees and other documents and property\nevidencing or securing any Receivables, immediately upon receipt thereof and in\nthe same form as received, with all necessary indorsements, all of which shall\nbe with recourse. Borrower shall also provide Silicon with copies of all credit\nmemos within two days after the date issued.\n\n   4.4 COLLECTION OF RECEIVABLES. Borrower shall have the right to collect all\nReceivables, unless and until a Default or an Event of Default has occurred.\nBorrower shall hold all payments on, and proceeds of, Receivables in trust for\nSilicon, and Borrower shall immediately deliver all such payments and proceeds\nto Silicon in their original form, duly endorsed in blank, to be applied to the\nObligations in such order as Silicon shall determine. Silicon may, in its\ndiscretion, require that all proceeds of Collateral be deposited by Borrower\ninto a lockbox account, or such other \"blocked account\" as Silicon may specify,\npursuant to a blocked account agreement in such form as Silicon may specify.\nSilicon or its designee may, at any time, notify Account Debtors that the\nReceivables have been assigned to Silicon.\n\n   4.5. REMITTANCE OF PROCEEDS. All proceeds arising from the disposition of any\nCollateral shall be delivered, in kind, by Borrower to Silicon in the original\nform in which received by Borrower not later than the following Business Day\nafter receipt by Borrower, to be applied to the Obligations in such order as\nSilicon shall determine; provided that, if no Default or Event of Default has\noccurred, Borrower shall not be obligated to remit to Silicon the proceeds of\nthe sale of worn out or obsolete equipment disposed of by Borrower in good faith\nin an arm's length transaction for an aggregate purchase price of $25,000 or\nless (for all such transactions in any fiscal year). Borrower agrees that it\nwill not commingle proceeds of Collateral with any of Borrower's other funds or\nproperty, but will hold such proceeds separate and apart from such other funds\nand property and in an express trust for Silicon. Nothing in this Section limits\nthe restrictions on disposition of Collateral set forth elsewhere in this\nAgreement.\n\n   4.6 DISPUTES. Borrower shall notify Silicon promptly of all disputes or\nclaims relating to Receivables. Borrower shall not forgive (completely or\npartially), compromise or settle any Receivable for less than payment in full,\nor agree to do any of the foregoing, except that Borrower may do so, provided\nthat: (i) Borrower does so in good faith, in a commercially reasonable manner,\nin the ordinary course of business, and in arm's length transactions, which are\nreported to Silicon on the regular reports provided to Silicon; (ii) no Default\nor Event of Default has occurred and is continuing; and (iii) taking into\naccount all such discounts settlements and forgiveness, the total outstanding\nLoans will not exceed the Credit Limit. Silicon may, at any time after the\noccurrence of an Event of Default, settle or adjust disputes or claims directly\nwith Account Debtors for amounts and upon terms which Silicon considers\nadvisable in its reasonable credit judgment and, in all cases, Silicon shall\ncredit Borrower's Loan account with only the net amounts received by Silicon in\npayment of any Receivables.\n\n   4.7 RETURNS. Provided no Event of Default has occurred and is continuing, if\nany Account Debtor returns any Inventory to Borrower in the ordinary course of\nits business, Borrower shall promptly determine the reason for such return and\npromptly issue a credit memorandum to the Account Debtor in the appropriate\namount (sending a copy to Silicon). In the event any attempted return occurs\nafter the occurrence of any Event of Default, Borrower shall (i) hold the\nreturned Inventory in trust for Silicon, (ii) segregate all returned Inventory\nfrom all of Borrower's other property, (iii) conspicuously label the returned\nInventory as Silicon's property, and (iv) immediately notify Silicon of the\nreturn of any Inventory, specifying the reason for such return, the location and\ncondition of the returned Inventory, and on Silicon's request deliver such\nreturned Inventory to Silicon.\n\n   4.8 VERIFICATION. Silicon may, from time to time, verify directly with the\nrespective Account Debtors the validity, amount and other matters relating to\nthe Receivables, by means of mail, telephone or otherwise, either in the name of\nBorrower or Silicon or such other name as Silicon may choose.\n\n   4.9 NO LIABILITY. Silicon shall not under any circumstances be responsible or\nliable for any shortage or discrepancy in, damage to, or loss or destruction of,\nany goods, the sale or other disposition of which gives rise to a Receivable, or\nfor any error, act, omission, or delay of any kind occurring in the settlement,\nfailure to settle, collection or failure to collect any Receivable, or for\nsettling any Receivable in good faith for less than the full amount thereof, nor\nshall Silicon be deemed to be responsible for any of Borrower's obligations\nunder any contract or agreement giving rise to a Receivable. Nothing herein\nshall, however, relieve Silicon from liability for its own gross negligence or\nwillful misconduct.\n\n5. ADDITIONAL DUTIES OF THE BORROWER.\n\n   5.1 FINANCIAL AND OTHER COVENANTS. Borrower shall at all times comply with\nthe financial and other covenants set forth in the Schedule.\n\n   5.2 INSURANCE. Borrower shall, at all times insure all of the tangible\npersonal property Collateral and carry such other business insurance, with\ninsurers reasonably acceptable to Silicon, in such form and amounts as Silicon\nmay reasonably require, and Borrower shall provide evidence of such insurance to\nSilicon, so that Silicon is satisfied that such insurance is, at all times, in\nfull force and effect. All such insurance policies shall name Silicon as an\nadditional loss payee, and shall contain a lenders loss payee endorsement in\nform reasonably acceptable to Silicon. Upon receipt of the proceeds of any such\ninsurance, Silicon shall apply such proceeds in reduction of the Obligations as\nSilicon shall determine in its sole discretion, except that, provided no Default\nor Event of Default has occurred and is continuing, Silicon shall release to\nBorrower insurance proceeds with respect to Equipment totaling less than\n$100,000, which shall be utilized by Borrower for the replacement of the\nEquipment with respect to which the insurance proceeds were paid. Silicon may\nrequire reasonable assurance that the insurance proceeds so released will be so\nused. If Borrower fails to provide or pay for any insurance, Silicon may, but is\nnot obligated to, obtain the same at Borrower's expense. Borrower shall promptly\ndeliver to Silicon copies of all reports made to insurance companies.\n\n\n\n                                       4\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n   5.3 REPORTS. Borrower, at its expense, shall provide Silicon with the written\nreports set forth in the Schedule, and such other written reports with respect\nto Borrower (including budgets, sales projections, operating plans and other\nfinancial documentation), as Silicon shall from time to time reasonably specify.\n\n   5.4 ACCESS TO COLLATERAL, BOOKS AND RECORDS. At reasonable times, and on one\nBusiness Day's notice, Silicon, or its agents, shall have the right to inspect\nthe Collateral, and the right to audit and copy Borrower's books and records\nexcept for \"sensitive security information\" as defined in, and subject to\nprotection under, 14 CFR Part 191 (unless otherwise permitted by the Federal\nAviation Administration). Silicon shall take reasonable steps to keep\nconfidential all information obtained in any such inspection or audit, but\nSilicon shall have the right to disclose any such information to its auditors,\nregulatory agencies, and attorneys, and pursuant to any subpoena or other legal\nprocess. The foregoing inspections and audits shall be at Borrower's expense and\nthe charge therefor shall be $600 per person per day (or such higher amount as\nshall represent Silicon's then current standard charge for the same), plus\nreasonable out of pocket expenses. Borrower will not enter into any agreement\nwith any accounting firm, service bureau or third party to store Borrower's\nbooks or records at any location other than Borrower's Address, without first\nobtaining Silicon's written consent, which may be conditioned upon such\naccounting firm, service bureau or other third party agreeing to give Silicon\nthe same rights with respect to access to books and records and related rights\nas Silicon has under this Loan Agreement. Borrower waives the benefit of any\naccountant-client privilege or other evidentiary privilege precluding or\nlimiting the disclosure, divulgence or delivery of any of its books and records\n(except that Borrower does not waive any attorney-client privilege).\n\n   5.5 NEGATIVE COVENANTS. Except as may be permitted in the Schedule, Borrower\nshall not, without Silicon's prior written consent, do any of the following: (i)\nmerge or consolidate with another corporation or entity; (ii) acquire any\nassets, except in the ordinary course of business; (iii) enter into any other\ntransaction outside the ordinary course of business; (iv) sell or transfer any\nCollateral, except for the sale of finished Inventory in the ordinary course of\nBorrower's business, and except for the sale of obsolete or unneeded Equipment\nin the ordinary course of business; (v) store any Inventory or other Collateral\nwith any warehouseman or other third party; (vi) except as approved by Silicon\nin writing, sell any Inventory on a sale-or-return, guaranteed sale,\nconsignment, or other contingent basis; (vii) make any loans of any money or\nother assets; (viii) incur any debts, outside the ordinary course of business,\nwhich would have a material, adverse effect on Borrower or on the prospect of\nrepayment of the Obligations; (ix) guarantee or otherwise become liable with\nrespect to the obligations of another party or entity; (x) pay or declare any\ndividends on Borrower's stock (except for dividends payable solely in stock of\nBorrower); (xi) redeem, retire, purchase or otherwise acquire, directly or\nindirectly, any of Borrower's stock; (xii) make any change in Borrower's capital\nstructure which would have a material adverse effect on Borrower or on the\nprospect of repayment of the Obligations; or [OMITTED] (xiv) dissolve or elect\nto dissolve. Transactions permitted by the foregoing provisions of this Section\nare only permitted if no Default or Event of Default would occur as a result of\nsuch transaction.\n\n   5.6 LITIGATION COOPERATION. Should any third-party suit or proceeding be\ninstituted by or against Silicon with respect to any Collateral or in any manner\nrelating to Borrower, Borrower shall, without expense to Silicon, make available\nBorrower and its officers, employees and agents and Borrower's books and\nrecords, to the extent that Silicon may deem them reasonably necessary in order\nto prosecute or defend any such suit or proceeding.\n\n   5.7 FURTHER ASSURANCES. Borrower agrees, at its expense, on request by\nSilicon, to execute all documents and take all actions, as Silicon, may deem\nreasonably necessary or useful in order to perfect and maintain Silicon's\nperfected security interest in the Collateral, and in order to fully consummate\nthe transactions contemplated by this Agreement.\n\n6. TERM.\n\n   6.1 MATURITY DATE. This Agreement shall continue in effect until the maturity\ndate set forth on the Schedule (the \"Maturity Date\"), subject to Section 6.3\nbelow.\n\n   6.2 EARLY TERMINATION. This Agreement may be terminated prior to the Maturity\nDate as follows: (i) by Borrower, effective three Business Days after written\nnotice of termination is given to Silicon; or (ii) by Silicon at any time after\nthe occurrence of an Event of Default, without notice, effective immediately. If\nthis Agreement is terminated by Borrower under this Section 6.2, Borrower shall\npay to Silicon a termination fee in an amount equal to one-half of one percent\n(0.50%) of the Maximum Exim Credit Limit, provided that no termination fee shall\nbe charged if the credit facility hereunder is replaced with a new facility from\nanother division of Silicon Valley Bank. The termination fee shall be due and\npayable on the effective date of termination and thereafter shall bear interest\nat a rate equal to the highest rate applicable to any of the Obligations.\n\n   6.3 PAYMENT OF OBLIGATIONS. On the Maturity Date or on any earlier effective\ndate of termination, Borrower shall pay and perform in full all Obligations,\nwhether evidenced by installment notes or otherwise, and whether or not all or\nany part of such Obligations are otherwise then due and payable. Without\nlimiting the generality of the foregoing, if on the Maturity Date (as amended\nfrom time to time), or on any earlier effective date of termination, there are\nany outstanding Letters of Credit issued by Silicon or issued by another\ninstitution based upon an application, guarantee, indemnity or similar agreement\non the part of Silicon, then on such date Borrower shall provide to Silicon cash\ncollateral in an amount equal to the face amount of all such Letters of Credit\nplus all interest, fees and cost due or to become due in connection therewith,\nto secure all of the Obligations relating to said Letters of Credit, pursuant to\nSilicon's then standard form cash pledge agreement. Notwithstanding any\ntermination of this Agreement, all of Silicon's security interests in all of the\nCollateral and all of the terms and provisions of this Agreement shall continue\nin full force and effect until all Obligations have been paid and performed in\nfull; provided that, without limiting the fact that Loans are subject to the\ndiscretion of Silicon, Silicon may, in its sole discretion, refuse to make \n\n\n                                       5\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\nany further Loans after termination. No termination shall in any way affect or\nimpair any right or remedy of Silicon, nor shall any such termination relieve\nBorrower of any Obligation to Silicon, until all of the Obligations have been\npaid and performed in full. Upon payment and performance in full of all the\nObligations and termination of this Agreement, Silicon shall promptly deliver to\nBorrower termination statements, requests for reconveyances and such other\ndocuments as may be required to fully terminate Silicon's security interests.\n\n7. EVENTS OF DEFAULT AND REMEDIES.\n\n   7.1 EVENTS OF DEFAULT. The occurrence of any of the following events shall\nconstitute an \"Event of Default\" under this Agreement, and Borrower shall give\nSilicon immediate written notice thereof: (a) Any warranty, representation,\nstatement, report or certificate made or delivered to Silicon by Borrower or any\nof Borrower's officers, employees or agents, now or in the future, shall be\nuntrue or misleading in a material respect; or (b) Borrower shall fail to pay\nwhen due any Loan or any interest thereon or any other monetary Obligation; or\n(c) the total Loans and other Obligations outstanding at any time shall exceed\nthe Credit Limit; or (d) Borrower shall fail to comply with any of the financial\ncovenants set forth in the Schedule or shall fail to perform any other\nnon-monetary Obligation which by its nature cannot be cured; or (e) Borrower\nshall fail to perform any other non-monetary Obligation, which failure is not\ncured within 5 Business Days after the date due; or (f) any levy, assessment,\nattachment, seizure, lien or encumbrance (other than a Permitted Lien) is made\non all or any part of the Collateral which is not cured within 10 days after the\noccurrence of the same; or (g) any default or event of default occurs under any\nobligation secured by a Permitted Lien, which is not cured within any applicable\ncure period or waived in writing by the holder of the Permitted Lien; or (h)\nBorrower breaches any material contract or obligation, which has or may\nreasonably be expected to have a material adverse effect on Borrower's business\nor financial condition; or (i) Dissolution, termination of existence, insolvency\nor business failure of Borrower; or appointment of a receiver, trustee or\ncustodian, for all or any part of the property of, assignment for the benefit of\ncreditors by, or the commencement of any proceeding by Borrower under any\nreorganization, bankruptcy, insolvency, arrangement, readjustment of debt,\ndissolution or liquidation law or statute of any jurisdiction, now or in the\nfuture in effect; or (j) the commencement of any proceeding against Borrower or\nany guarantor of any of the Obligations under any reorganization, bankruptcy,\ninsolvency, arrangement, readjustment of debt, dissolution or liquidation law or\nstatute of any jurisdiction, now or in the future in effect, which is not cured\nby the dismissal thereof within 30 days after the date commenced; or (k)\nrevocation or termination of, or limitation or denial of liability upon, any\nguaranty of the Obligations or any attempt to do any of the foregoing, or\ncommencement of proceedings by any guarantor of any of the Obligations under any\nbankruptcy or insolvency law; or (l) revocation or termination of, or limitation\nor denial of liability upon, any pledge of any certificate of deposit,\nsecurities or other property or asset of any kind pledged by any third party to\nsecure any or all of the Obligations, or any attempt to do any of the foregoing,\nor commencement of proceedings by or against any such third party under any\nbankruptcy or insolvency law; or (m) Borrower makes any payment on account of\nany indebtedness or obligation which has been subordinated to the Obligations\nother than as permitted in the applicable subordination agreement, or if any\nPerson who has subordinated such indebtedness or obligations terminates or in\nany way limits his subordination agreement; [OMITTED] or (o) Borrower shall\ngenerally not pay its debts as they become due, or Borrower shall conceal,\nremove or transfer any part of its property, with intent to hinder, delay or\ndefraud its creditors, or make or suffer any transfer of any of its property\nwhich may be fraudulent under any bankruptcy, fraudulent conveyance or similar\nlaw; or (p) there shall be a material adverse change in Borrower's business or\nfinancial condition; or (q) Silicon, acting in good faith and in a commercially\nreasonable manner, deems itself insecure because of the occurrence of an event\nprior to the effective date hereof of which Silicon had no knowledge on the\neffective date or because of the occurrence of an event on or subsequent to the\neffective date. Silicon may cease making any Loans hereunder during any of the\nabove cure periods, and thereafter if an Event of Default has occurred.\n\n   7.2 REMEDIES. Upon the occurrence of any Event of Default, and at any time\nthereafter, Silicon, at its option, and without notice or demand of any kind\n(all of which are hereby expressly waived by Borrower), may do any one or more\nof the following: (a) Cease making Loans or otherwise extending credit to\nBorrower under this Agreement or any other document or agreement; (b) Accelerate\nand declare all or any part of the Obligations to be immediately due, payable,\nand performable, notwithstanding any deferred or installment payments allowed by\nany instrument evidencing or relating to any Obligation; (c) Take possession of\nany or all of the Collateral wherever it may be found, and for that purpose\nBorrower hereby authorizes Silicon without judicial process to enter onto any of\nBorrower's premises without interference to search for, take possession of,\nkeep, store, or remove any of the Collateral, and remain on the premises or\ncause a custodian to remain on the premises in exclusive control thereof,\nwithout charge for so long as Silicon deems it reasonably necessary in order to\ncomplete the enforcement of its rights under this Agreement or any other\nagreement; provided, however, that should Silicon seek to take possession of any\nof the Collateral by Court process, Borrower hereby irrevocably waives: (i) any\nbond and any surety or security relating thereto required by any statute, court\nrule or otherwise as an incident to such possession; (ii) any demand for\npossession prior to the commencement of any suit or action to recover possession\nthereof; and (iii) any requirement that Silicon retain possession of, and not\ndispose of, any such Collateral until after trial or final judgment; (d) Require\nBorrower to assemble any or all of the Collateral and make it available to\nSilicon at places designated by Silicon which are reasonably convenient to\nSilicon and Borrower, and to remove the Collateral to such locations as Silicon\nmay deem advisable; (e) Complete the processing, manufacturing or repair of any\nCollateral prior to a disposition thereof and, for such purpose and for the\npurpose of removal, Silicon shall have the right to use Borrower's premises,\nvehicles, hoists, lifts, cranes, equipment and all other property without\ncharge; (f) Sell, lease or otherwise dispose of any of the Collateral in a\ncommercially reasonable manner (as described in Section 7.3 below), in its\ncondition at the time Silicon obtains possession of it or after further\n\n\n                                       6\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\nmanufacturing, processing or repair, at one or more public and\/or private sales,\nin lots or in bulk, for cash, exchange or other property, or on credit, and to\nadjourn any such sale from time to time without notice other than oral\nannouncement at the time scheduled for sale. Silicon shall have the right to\nconduct such disposition on Borrower's premises without charge, for such time or\ntimes as Silicon deems reasonable, or on Silicon's premises, or elsewhere and\nthe Collateral need not be located at the place of disposition. Silicon may\ndirectly or through any affiliated company purchase or lease any Collateral at\nany such public disposition, and if permissible under applicable law, at any\nprivate disposition. Any sale or other disposition of Collateral shall not\nrelieve Borrower of any liability Borrower may have if any Collateral is\ndefective as to title or physical condition or otherwise at the time of sale;\n(g) Demand payment of, and collect any Receivables and General Intangibles\ncomprising Collateral and, in connection therewith, Borrower irrevocably\nauthorizes Silicon to endorse or sign Borrower's name on all collections,\nreceipts, instruments and other documents, to take possession of and open mail\naddressed to Borrower and remove therefrom payments made with respect to any\nitem of the Collateral or proceeds thereof, and, in Silicon's sole discretion,\nto grant extensions of time to pay, compromise claims and settle Receivables and\nthe like for less than face value; (h) Offset against any sums in any of\nBorrower's general, special or other Deposit Accounts with Silicon; and (i)\nDemand and receive possession of any of Borrower's federal and state income tax\nreturns and the books and records utilized in the preparation thereof or\nreferring thereto. All reasonable attorneys' fees, expenses, costs, liabilities\nand obligations incurred by Silicon with respect to the foregoing shall be added\nto and become part of the Obligations, shall be due on demand, and shall bear\ninterest at a rate equal to the highest interest rate applicable to any of the\nObligations. Without limiting any of Silicon's rights and remedies, from and\nafter the occurrence of any Event of Default, the interest rate applicable to\nthe Obligations shall be increased by an additional four percent per annum.\n\n   7.3 STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. Borrower and Silicon\nagree that a sale or other disposition (collectively, \"sale\") of any Collateral\nwhich complies with the following standards will conclusively be deemed to be\ncommercially reasonable: (i) Notice of the sale is given to Borrower at least\nseven days prior to the sale, and, in the case of a public sale, notice of the\nsale is published at least seven days before the sale in a newspaper of general\ncirculation in the county where the sale is to be conducted; (ii) Notice of the\nsale describes the collateral in general, non-specific terms; (iii) The sale is\nconducted at a place designated by Silicon, with or without the Collateral being\npresent; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m; (v)\nPayment of the purchase price in cash or by cashier's check or wire transfer is\nrequired; (vi) With respect to any sale of any of the Collateral, Silicon may\n(but is not obligated to) direct any prospective purchaser to ascertain directly\nfrom Borrower any and all information concerning the same. Silicon shall be free\nto employ other methods of noticing and selling the Collateral, in its\ndiscretion, if they are commercially reasonable. \n\n   7.4 POWER OF ATTORNEY. Upon the occurrence of any Event of Default, \nwithout limiting Silicon's other rights and remedies, Borrower grants to \nSilicon an irrevocable power of attorney coupled with an interest, \nauthorizing and permitting Silicon (acting through any of its employees, \nattorneys or agents) at any time, at its option, but without obligation, with \nor without notice to Borrower, and at Borrower's expense, to do any or all of \nthe following, in Borrower's name or otherwise, but Silicon agrees to \nexercise the following powers in a commercially reasonable manner: (a) \nExecute on behalf of Borrower any documents that Silicon may, in its sole \ndiscretion, deem advisable in order to perfect and maintain Silicon's \nsecurity interest in the Collateral, or in order to exercise a right of \nBorrower or Silicon, or in order to fully consummate all the transactions \ncontemplated under this Agreement, and all other present and future \nagreements; (b) Execute on behalf of Borrower any document exercising, \ntransferring or assigning any option to purchase, sell or otherwise dispose \nof or to lease (as lessor or lessee) any real or personal property which is \npart of Silicon's Collateral or in which Silicon has an interest; (c) Execute \non behalf of Borrower, any invoices relating to any Receivable, any draft \nagainst any Account Debtor and any notice to any Account Debtor, any proof of \nclaim in bankruptcy, any Notice of Lien, claim of mechanic's, materialman's \nor other lien, or assignment or satisfaction of mechanic's, materialman's or \nother lien; (d) Take control in any manner of any cash or non-cash items of \npayment or proceeds of Collateral; endorse the name of Borrower upon any \ninstruments, or documents, evidence of payment or Collateral that may come \ninto Silicon's possession; (e) Endorse all checks and other forms of \nremittances received by Silicon; (f) Pay, contest or settle any lien, charge, \nencumbrance, security interest and adverse claim in or to any of the \nCollateral, or any judgment based thereon, or otherwise take any action to \nterminate or discharge the same; (g) Grant extensions of time to pay, \ncompromise claims and settle Receivables and General Intangibles for less \nthan face value and execute all releases and other documents in connection \ntherewith; (h) Pay any sums required on account of Borrower's taxes or to \nsecure the release of any liens therefor, or both; (i) Settle and adjust, and \ngive releases of, any insurance claim that relates to any of the Collateral \nand obtain payment therefor; (j) Instruct any third party having custody or \ncontrol of any books or records belonging to, or relating to, Borrower to \ngive Silicon the same rights of access and other rights with respect thereto \nas Silicon has under this Agreement; and (k) Take any action or pay any sum \nrequired of Borrower pursuant to this Agreement and any other present or \nfuture agreements. Any and all reasonable sums paid and any and all \nreasonable costs, expenses, liabilities, obligations and attorneys' fees \nincurred by Silicon with respect to the foregoing shall be added to and \nbecome part of the Obligations, shall be payable on demand, and shall bear \ninterest at a rate equal to the highest interest rate applicable to any of \nthe Obligations. In no event shall Silicon's rights under the foregoing power \nof attorney or any of Silicon's other rights under this Agreement be deemed \nto indicate that Silicon is in control of the business, management or \nproperties of Borrower.\n\n   7.5 APPLICATION OF PROCEEDS. All proceeds realized as the result of any sale\nof the Collateral shall be applied by Silicon first to the reasonable costs,\nexpenses, liabilities, obligations and attorneys' fees incurred by Silicon in\nthe\n\n                                       7\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\nexercise of its rights under this Agreement, second to the interest due upon any\nof the Obligations, and third to the principal of the Obligations, in such order\nas Silicon shall determine in its sole discretion. Any surplus shall be paid to\nBorrower or other persons legally entitled thereto; Borrower shall remain liable\nto Silicon for any deficiency. If, Silicon, in its sole discretion, directly or\nindirectly enters into a deferred payment or other credit transaction with any\npurchaser at any sale of Collateral, Silicon shall have the option, exercisable\nat any time, in its sole discretion, of either reducing the Obligations by the\nprincipal amount of purchase price or deferring the reduction of the Obligations\nuntil the actual receipt by Silicon of the cash therefor.\n\n   7.6 REMEDIES CUMULATIVE. In addition to the rights and remedies set forth in\nthis Agreement, Silicon shall have all the other rights and remedies accorded a\nsecured party under the California Uniform Commercial Code and under all other\napplicable laws, and under any other instrument or agreement now or in the\nfuture entered into between Silicon and Borrower, and all of such rights and\nremedies are cumulative and none is exclusive. Exercise or partial exercise by\nSilicon of one or more of its rights or remedies shall not be deemed an\nelection, nor bar Silicon from subsequent exercise or partial exercise of any\nother rights or remedies. The failure or delay of Silicon to exercise any rights\nor remedies shall not operate as a waiver thereof, but all rights and remedies\nshall continue in full force and effect until all of the Obligations have been\nfully paid and performed.\n\n8. DEFINITIONS. As used in this Agreement, the following terms have the\nfollowing meanings:\n\n   \"ACCOUNT DEBTOR\" means the obligor on a Receivable.\n\n   \"AFFILIATE\" means, with respect to any Person, a relative, partner,\nshareholder, director, officer, or employee of such Person, or any parent or\nsubsidiary of such Person, or any Person controlling, controlled by or under\ncommon control with such Person.\n\n   \"BUSINESS DAY\" means a day on which Silicon is open for business.\n\n   \"CODE\" means the Uniform Commercial Code as adopted and in effect in the\nState of California from time to time.\n\n   \"COLLATERAL\" has the meaning set forth in Section 2.1 above.\n\n   \"DEFAULT\" means any event which with notice or passage of time or both, would\nconstitute an Event of Default.\n\n   \"DEPOSIT ACCOUNT\" has the meaning set forth in Section 9105 of the Code.\n\n   \"ELIGIBLE INVENTORY\" means Inventory which Silicon, in its sole judgment, \ndeems eligible for borrowing, based on such considerations as Silicon may \nfrom time to time deem appropriate. Without limiting the fact that the \ndetermination of which Inventory is eligible for borrrowing is a matter of \nSilicon's discretion, Inventory which does not meet the following \nrequirements will not be deemed to be Eligible Inventory: Inventory which (i) \nconsists of finished goods, in good, new and salable conditon which is not \nperishable, not obsolete or unmerchantable, and is not comprised of raw \nmaterials, work in process, packaging materials or supplies; (ii) meets all \napplicable governmental standards; (iii) has been manufactured in compliance \nwith the Fair Labor Standards Act; (iv) conforms in all respects to the \nwarranties and representations set forth in this Agreement; (v) is at all \ntimes subject to Silicon's duly perfected, first priority security interest; \nand (vi) is situated at one of the locations set forth on the Schedule.\n\n   \"ELIGIBLE RECEIVABLES\" means Receivables arising in the ordinary course of\nBorrower's business from the sale of goods or rendition of services, which\nSilicon, in its sole judgment, shall deem eligible for borrowing, based on such\nconsiderations as Silicon may from time to time deem appropriate. Without\nlimiting the fact that the determination of which Receivables are eligible for\nborrowing is a matter of Silicon's discretion, the following (the \"MINIMUM\nELIGIBILITY REQUIREMENTS\") are the minimum requirements for a Receivable to be\nan Eligible Receivable: (i) the Receivable must not be outstanding for more than\n90 days from its invoice date, (ii) the Receivable must not represent progress\nbillings, or be due under a fulfillment or requirements contract with the\nAccount Debtor, (iii) the Receivable must not be subject to any contingencies\n(including Receivables arising from sales on consignment, guaranteed sale or\nother terms pursuant to which payment by the Account Debtor may be conditional),\n(iv) the Receivable must not be owing from an Account Debtor with whom the\nBorrower has any dispute (whether or not relating to the particular Receivable),\n(v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the\nReceivable must not be owing from an Account Debtor which is subject to any\ninsolvency or bankruptcy proceeding, or whose financial condition is not\nacceptable to Silicon, or which, fails or goes out of a material portion of its\nbusiness, (vii) the Receivable must not be owing from the United States or any\ndepartment, agency or instrumentality thereof (unless there has been compliance,\nto Silicon's satisfaction, with the United States Assignment of Claims Act),\n(viii) the Receivable must not be owing from an Account Debtor located outside\nthe United States or Canada (unless pre-approved by Silicon in its discretion in\nwriting, or backed by a letter of credit satisfactory to Silicon, or FCIA\ninsured satisfactory to Silicon), (ix) the Receivable must not be owing from an\nAccount Debtor to whom Borrower is or may be liable for goods purchased from\nsuch Account Debtor or otherwise. Receivables owing from one Account Debtor will\nnot be deemed Eligible Receivables to the extent they exceed 25% of the total\nReceivables outstanding. In addition, if more than 50% of the Receivables owing\nfrom an Account Debtor are outstanding more than 90 days from their invoice date\n(without regard to unapplied credits) or are otherwise not eligible Receivables,\nthen all Receivables owing from that Account Debtor will be deemed ineligible\nfor borrowing. Silicon may, from time to time, in its discretion, revise the\nMinimum Eligibility Requirements, upon written notice to the Borrower.\n\n   \"EQUIPMENT\" means all of Borrower's present and hereafter acquired machinery,\nmolds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade\nfixtures, motor vehicles, tools, parts, dyes, jigs, goods and other tangible\npersonal property (other than Inventory) of every kind and description used in\nBorrower's operations or owned by Borrower and any interest in any of the\nforegoing, and all attachments, accessories, accessions, replacements,\nsubstitutions, additions or improvements to any of the foregoing, wherever\nlocated.\n\n   \"EVENT OF DEFAULT\" means any of the events set forth in Section 7.1 of this\nAgreement.\n\n   \"GENERAL INTANGIBLES\" means all general intangibles of Borrower, whether now\nowned or hereafter created or acquired by Borrower, including, without\nlimitation, all choses in action, causes of action, corporate or other business\nrecords, Deposit Accounts, inventions, designs, drawings, blueprints, patents,\npatent applications, trademarks and the goodwill of the business symbolized\nthereby, names, trade names, trade secrets, goodwill, copyrights, registrations,\nlicenses, franchises, customer lists, security and other deposits, rights in all\nlitigation presently or hereafter pending for any cause or claim (whether in\ncontract, tort or otherwise), and all judgments now or hereafter arising\ntherefrom, all claims of Borrower against Silicon, rights to purchase or sell\nreal or personal \n\n\n                                       8\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\nproperty, rights as a licensor or licensee of any kind, royalties, telephone\nnumbers, proprietary information, purchase orders, and all insurance policies\nand claims (including without limitation life insurance, key man insurance,\ncredit insurance, liability insurance, property insurance and other insurance),\ntax refunds and claims, computer programs, discs, tapes and tape files, claims\nunder guaranties, security interests or other security held by or granted to\nBorrower, all rights to indemnification and all other intangible property of\nevery kind and nature (other than Receivables).\n\n   \"INVENTORY\" means all of Borrower's now owned and hereafter acquired goods,\nmerchandise or other personal property, wherever located, to be furnished under\nany contract of service or held for sale or lease (including without limitation\nall raw materials, work in process, finished goods and goods in transit), and\nall materials and supplies of every kind, nature and description which are or\nmight be used or consumed in Borrower's business or used in connection with the\nmanufacture, packing, shipping, advertising, selling or finishing of such goods,\nmerchandise or other personal property, and all warehouse receipts, documents of\ntitle and other documents representing any of the foregoing.\n\n   \"OBLIGATIONS\" means all present and future Loans, advances, debts,\nliabilities, obligations, guaranties, covenants, duties and indebtedness at any\ntime owing by Borrower to Silicon, whether evidenced by this Agreement or any\nnote or other instrument or document, whether arising from an extension of\ncredit, opening of a letter of credit, banker's acceptance, loan, guaranty,\nindemnification or otherwise, whether direct or indirect (including, without\nlimitation, those acquired by assignment and any participation by Silicon in\nBorrower's debts owing to others), absolute or contingent, due or to become due,\nincluding, without limitation, all interest, charges, expenses, fees, attorney's\nfees, expert witness fees, audit fees, letter of credit fees, collateral\nmonitoring fees, closing fees, facility fees, termination fees, minimum interest\ncharges and any other sums chargeable to Borrower under this Agreement or under\nany other present or future instrument or agreement between Borrower and\nSilicon.\n\n   \"PERMITTED LIENS\" means the following: (i) purchase money security interests\nin specific items of Equipment; (ii) leases of specific items of Equipment;\n(iii) liens for taxes not yet payable; (iv) additional security interests and\nliens consented to in writing by Silicon, which consent shall not be\nunreasonably withheld; (v) security interests being terminated substantially\nconcurrently with this Agreement; (vi) liens of materialmen, mechanics,\nwarehousemen, carriers, or other similar liens arising in the ordinary course of\nbusiness and securing obligations which are not delinquent; (vii) liens incurred\nin connection with the extension, renewal or refinancing of the indebtedness\nsecured by liens of the type described above in clauses (i) or (ii) above,\nprovided that any extension, renewal or replacement lien is limited to the\nproperty encumbered by the existing lien and the principal amount of the\nindebtedness being extended, renewed or refinanced does not increase; (viii)\nLiens in favor of customs and revenue authorities which secure payment of\ncustoms duties in connection with the importation of goods. Silicon will have\nthe right to require, as a condition to its consent under subparagraph (iv)\nabove, that the holder of the additional security interest or lien sign an\nintercreditor agreement on Silicon's then standard form, acknowledge that the\nsecurity interest is subordinate to the security interest in favor of Silicon,\nand agree not to take any action to enforce its subordinate security interest so\nlong as any Obligations remain outstanding, and that Borrower agree that any\nuncured default in any obligation secured by the subordinate security interest\nshall also constitute an Event of Default under this Agreement.\n\n   \"PERSON\" means any individual, sole proprietorship, partnership, joint\nventure, trust, unincorporated organization, association, corporation,\ngovernment, or any agency or political division thereof, or any other entity.\n\n   \"RECEIVABLES\" means all of Borrower's now owned and hereafter acquired\naccounts (whether or not earned by performance), letters of credit, contract\nrights, chattel paper, instruments, securities, securities accounts, investment\nproperty, documents and all other forms of obligations at any time owing to\nBorrower, all guaranties and other security therefor, all merchandise returned\nto or repossessed by Borrower, and all rights of stoppage in transit and all\nother rights or remedies of an unpaid vendor, lienor or secured party.\n\n   \"RESERVES\" means, as of any date of determination, such amounts as Silicon\nmay from time to time establish and revise in good faith reducing the amount of\nLoans, Letters of Credit and other financial accommodations which would\notherwise be available to Borrower under the lending formula(s) provided in the\nSchedule: (a) to reflect events, conditions, contingencies or risks which, as\ndetermined by Silicon in good faith, do or may affect (i) the Collateral or any\nother property which is security for the Obligations or its value (including\nwithout limitation any increase in delinquencies of Receivables), (ii) the\nassets, business or prospects of Borrower or any Guarantor, or (iii) the\nsecurity interests and other rights of Silicon in the Collateral (including the\nenforceability, perfection and priority thereof); or (b) to reflect Silicon's\ngood faith belief that any collateral report or financial information furnished\nby or on behalf of Borrower or any Guarantor to Silicon is or may have been\nincomplete, inaccurate or misleading in any material respect; or (c) in respect\nof any state of facts which Silicon determines in good faith constitutes an\nEvent of Default or may, with notice or passage of time or both, constitute an\nEvent of Default.\n\n   OTHER TERMS. All accounting terms used in this Agreement, unless otherwise\nindicated, shall have the meanings given to such terms in accordance with\ngenerally accepted accounting principles, consistently applied. All other terms\ncontained in this Agreement, unless otherwise indicated, shall have the meanings\nprovided by the Code, to the extent such terms are defined therein.\n\n9. GENERAL PROVISIONS.\n\n   9.1 INTEREST COMPUTATION. In computing interest on the Obligations, all\nchecks, wire transfers and other items of payment received by Silicon (including\nproceeds of Receivables and payment of the Obligations in full) shall be deemed\napplied by Silicon on account of the Obligations three Business Days after\nreceipt by Silicon of immediately available funds, and, for purposes of the\nforegoing, any such funds received after 12:00 Noon on any day shall be deemed\nreceived on the next Business Day. Silicon shall not, however, be required to\ncredit \n\n\n                                       9\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\nBorrower's account for the amount of any item of payment which is unsatisfactory\nto Silicon in its sole discretion, and Silicon may charge Borrower's loan\naccount for the amount of any item of payment which is returned to Silicon\nunpaid.\n\n   9.2 APPLICATION OF PAYMENTS. All payments with respect to the Obligations may\nbe applied, and in Silicon's sole discretion reversed and re-applied, to the\nObligations, in such order and manner as Silicon shall determine in its sole\ndiscretion.\n\n   9.3 CHARGES TO ACCOUNTS. Silicon may, in its discretion, require that\nBorrower pay monetary Obligations in cash to Silicon, or charge them to\nBorrower's Loan account, in which event they will bear interest at the same rate\napplicable to the Loans. Silicon may also, in its discretion, charge any\nmonetary Obligations to Borrower's Deposit Accounts maintained with Silicon.\n\n   9.4 MONTHLY ACCOUNTINGS. Silicon shall provide Borrower monthly with an\naccount of advances, charges, expenses and payments made pursuant to this\nAgreement. Such account shall be deemed correct, accurate and binding on\nBorrower and an account stated (except for reverses and reapplications of\npayments made and corrections of errors discovered by Silicon), unless Borrower\nnotifies Silicon in writing to the contrary within thirty days after each\naccount is rendered, describing the nature of any alleged errors or admissions.\n\n   9.5 NOTICES. All notices to be given under this Agreement shall be in writing\nand shall be given either personally or by reputable private delivery service or\nby regular first-class mail, or certified mail return receipt requested,\naddressed to Silicon or Borrower at the addresses shown in the heading to this\nAgreement, or at any other address designated in writing by one party to the\nother party. Notices to Silicon shall be directed to the Commercial Finance\nDivision, to the attention of the Division Manager or the Division Credit\nManager. All notices shall be deemed to have been given upon delivery in the\ncase of notices personally delivered, or at the expiration of one Business Day\nfollowing delivery to the private delivery service, or two Business Days\nfollowing the deposit thereof in the United States mail, with postage prepaid.\n\n   9.6 SEVERABILITY. Should any provision of this Agreement be held by any court\nof competent jurisdiction to be void or unenforceable, such defect shall not\naffect the remainder of this Agreement, which shall continue in full force and\neffect.\n\n   9.7 INTEGRATION. This Agreement and such other written agreements, documents\nand instruments as may be executed in connection herewith are the final, entire\nand complete agreement between Borrower and Silicon and supersede all prior and\ncontemporaneous negotiations and oral representations and agreements, all of\nwhich are merged and integrated in this Agreement. THERE ARE NO ORAL\nUNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES WHICH ARE NOT\nSET FORTH IN THIS AGREEMENT OR IN OTHER WRITTEN AGREEMENTS SIGNED BY THE PARTIES\nIN CONNECTION HEREWITH.\n\n   9.8 WAIVERS. The failure of Silicon at any time or times to require Borrower\nto strictly comply with any of the provisions of this Agreement or any other\npresent or future agreement between Borrower and Silicon shall not waive or\ndiminish any right of Silicon later to demand and receive strict compliance\ntherewith. Any waiver of any default shall not waive or affect any other\ndefault, whether prior or subsequent, and whether or not similar. None of the\nprovisions of this Agreement or any other agreement now or in the future\nexecuted by Borrower and delivered to Silicon shall be deemed to have been\nwaived by any act or knowledge of Silicon or its agents or employees, but only\nby a specific written waiver signed by an authorized officer of Silicon and\ndelivered to Borrower. Borrower waives demand, protest, notice of protest and\nnotice of default or dishonor, notice of payment and nonpayment, release,\ncompromise, settlement, extension or renewal of any commercial paper,\ninstrument, account, General Intangible, document or guaranty at any time held\nby Silicon on which Borrower is or may in any way be liable, and notice of any\naction taken by Silicon, unless expressly required by this Agreement.\n\n   9.9 NO LIABILITY FOR ORDINARY NEGLIGENCE. Neither Silicon, nor any of its\ndirectors, officers, employees, agents, attorneys or any other Person affiliated\nwith or representing Silicon shall be liable for any claims, demands, losses or\ndamages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower\nor any other party through the ordinary negligence of Silicon, or any of its\ndirectors, officers, employees, agents, attorneys or any other Person affiliated\nwith or representing Silicon, but nothing herein shall relieve Silicon from\nliability for its own gross negligence or willful misconduct.\n\n   9.10 AMENDMENT. The terms and provisions of this Agreement may not be waived\nor amended, except in a writing executed by Borrower and a duly authorized\nofficer of Silicon.\n\n   9.11 TIME OF ESSENCE. Time is of the essence in the performance by Borrower\nof each and every obligation under this Agreement.\n\n   9.12 ATTORNEYS FEES AND COSTS. Borrower shall reimburse Silicon for all\nreasonable attorneys' fees and all filing, recording, search, title insurance,\nappraisal, audit, and other reasonable costs incurred by Silicon, pursuant to,\nor in connection with, or relating to this Agreement (whether or not a lawsuit\nis filed), including, but not limited to, any reasonable attorneys' fees and\ncosts Silicon incurs in order to do the following: prepare and negotiate this\nAgreement and the documents relating to this Agreement; obtain legal advice in\nconnection with this Agreement or Borrower; enforce, or seek to enforce, any of\nits rights; prosecute actions against, or defend actions by, Account Debtors;\ncommence, intervene in, or defend any action or proceeding; initiate any\ncomplaint to be relieved of the automatic stay in bankruptcy; file or prosecute\nany probate claim, bankruptcy claim, third-party claim, or other claim; examine,\naudit, copy, and inspect any of the Collateral or any of Borrower's books and\nrecords; protect, obtain possession of, lease, dispose of, or otherwise enforce\nSilicon's security interest in, the Collateral; and otherwise represent Silicon\nin any litigation relating to Borrower. IN SATISFYING BORROWER'S OBLIGATION\nHEREUNDER TO REIMBURSE SILICON FOR ATTORNEYS FEES, BORROWER MAY, FOR\nCONVENIENCE, ISSUE CHECKS DIRECTLY TO SILICON'S ATTORNEYS, LEVY, SMALL &amp; LALLAS,\nBUT BORROWER ACKNOWLEDGES AND AGREES THAT LEVY, SMALL &amp; LALLAS IS REPRESENTING\nONLY SILICON AND NOT BORROWER IN \n\n\n\n                                       10\n\n\n\n         SILICON VALLEY BANK                   LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\nCONNECTION WITH THIS AGREEMENT. If either Silicon or Borrower files any lawsuit\nagainst the other predicated on a breach of this Agreement, the prevailing party\nin such action shall be entitled to recover its reasonable costs and attorneys'\nfees, including (but not limited to) reasonable attorneys' fees and costs\nincurred in the enforcement of, execution upon or defense of any order, decree,\naward or judgment. All attorneys' fees and costs to which Silicon may be\nentitled pursuant to this Paragraph shall immediately become part of Borrower's\nObligations, shall be due on demand, and shall bear interest at a rate equal to\nthe highest interest rate applicable to any of the Obligations.\n\n   9.13 BENEFIT OF AGREEMENT. The provisions of this Agreement shall be binding\nupon and inure to the benefit of the respective successors, assigns, heirs,\nbeneficiaries and representatives of Borrower and Silicon; provided, however,\nthat Borrower may not assign or transfer any of its rights under this Agreement\nwithout the prior written consent of Silicon, and any prohibited assignment\nshall be void. No consent by Silicon to any assignment shall release Borrower\nfrom its liability for the Obligations.\n\n   9.14 JOINT AND SEVERAL LIABILITY. If Borrower consists of more than one\nPerson, their liability shall be joint and several, and the compromise of any\nclaim with, or the release of, any Borrower shall not constitute a compromise\nwith, or a release of, any other Borrower.\n\n   9.15 LIMITATION OF ACTIONS. Any claim or cause of action by Borrower against\nSilicon, its directors, officers, employees, agents, accountants or attorneys,\nbased upon, arising from, or relating to this Loan Agreement, or any other\npresent or future document or agreement, or any other transaction contemplated\nhereby or thereby or relating hereto or thereto, or any other matter, cause or\nthing whatsoever, occurred, done, omitted or suffered to be done by Silicon, its\ndirectors, officers, employees, agents, accountants or attorneys, shall be\nbarred unless asserted by Borrower by the commencement of an action or\nproceeding in a court of competent jurisdiction by the filing of a complaint\nwithin two years after the first act, occurrence or omission upon which such\nclaim or cause of action, or any part thereof, is based, and the service of a\nsummons and complaint on an officer of Silicon, or on any other person\nauthorized to accept service on behalf of Silicon, within thirty (30) days\nthereafter. Borrower agrees that such two-year period is a reasonable and\nsufficient time for Borrower to investigate and act upon any such claim or cause\nof action. The two-year period provided herein shall not be waived, tolled, or\nextended except by the written consent of Silicon in its sole discretion. This\nprovision shall survive any termination of this Loan Agreement or any other\npresent or future agreement.\n\n   9.16 PARAGRAPH HEADINGS; CONSTRUCTION. Paragraph headings are only used in\nthis Agreement for convenience. Borrower and Silicon acknowledge that the\nheadings may not describe completely the subject matter of the applicable\nparagraph, and the headings shall not be used in any manner to construe, limit,\ndefine or interpret any term or provision of this Agreement. The term\n\"including\", whenever used in this Agreement, shall mean \"including (but not\nlimited to)\". This Agreement has been fully reviewed and negotiated between the\nparties and no uncertainty or ambiguity in any term or provision of this\nAgreement shall be construed strictly against Silicon or Borrower under any rule\nof construction or otherwise.\n\n   9.17 GOVERNING LAW; JURISDICTION; VENUE. This Agreement and all acts and\ntransactions hereunder and all rights and obligations of Silicon and Borrower\nshall be governed by the laws of the State of California. As a material part of\nthe consideration to Silicon to enter into this Agreement, Borrower (i) agrees\nthat all actions and proceedings relating directly or indirectly to this\nAgreement shall, at Silicon's option, be litigated in courts located within\nCalifornia, and that the exclusive venue therefor shall be Santa Clara County;\n(ii) consents to the jurisdiction and venue of any such court and consents to\nservice of process in any such action or proceeding by personal delivery or any\nother method permitted by law; and (iii) waives any and all rights Borrower may\nhave to object to the jurisdiction of any such court, or to transfer or change\nthe venue of any such action or proceeding.\n\n   9.18 MUTUAL WAIVER OF JURY TRIAL. BORROWER AND SILICON EACH HEREBY WAIVE THE\nRIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF,\nOR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE\nINSTRUMENT OR AGREEMENT BETWEEN SILICON AND BORROWER, OR ANY CONDUCT, ACTS OR\nOMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,\nAGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER, IN\nALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.\n\n   BORROWER:\n\n      INVISION TECHNOLOGIES, INC.\n\n\n      BY  \/s\/ Alfred V. Larrenaga\n        -------------------------------\n          PRESIDENT OR VICE PRESIDENT\n\n\nSILICON:\n\n      SILICON VALLEY BANK\n\n\n      BY \/s\/ Milad I. Hanna\n        -------------------------------\n      TITLE Senior Vice President\n           ----------------------------\n\n                                       11\n\n\n      __________________________________________________________________________\n\n\nSILICON VALLEY BANK\n\n                                   SCHEDULE TO\n\n                           LOAN AND SECURITY AGREEMENT\n                                 (EXIM PROGRAM)\n\nBORROWER: INVISION TECHNOLOGIES, INC.\n\nADDRESS:          7151 GATEWAY BLVD.\n                  NEWARK, CALIFORNIA  94560\n\nDATE:     NOVEMBER 8, 2000\n\nThis Schedule forms an integral part of the Loan and Security Agreement between\nSilicon Valley Bank and the above-borrower of even date.\n\n================================================================================\n\nNON-EXIM AGREEMENT;\nCROSS-COLLATERALIZATION;\nCROSS-DEFAULT:                Silicon and the Borrower are parties to that\n                              certain Loan and Security Agreement of even date\n                              herewith (as amended from time to time, the\n                              \"Non-Exim Agreement\"). This Agreement and the\n                              Non-Exim Agreement shall continue in full force\n                              and effect, and all rights and remedies under this\n                              Agreement and the Non-Exim Agreement are\n                              cumulative. The term \"Obligations\" as used in this\n                              Agreement and the Non-Exim Agreement shall include\n                              without limitation the obligation to pay when due\n                              all Loans made pursuant to this Agreement (the\n                              \"Exim Loans\") and all interest thereon and the\n                              obligation to pay when due all Loans made pursuant\n                              to the Non-Exim Agreement (the \"Non-Exim Loans\")\n                              and all interest thereon. Without limiting the\n                              generality of the foregoing, all \"Collateral\" as\n                              defined in this Agreement and as defined in the\n                              Non-Exim Agreement shall secure all Exim Loans and\n                              all Non-Exim Loans and all interest thereon, and\n                              all other Obligations relating thereto. Any Event\n                              of Default under this Agreement shall also\n                              constitute an Event of Default under the Non-Exim\n                              Agreement and any Event of Default under the\n                              Non-Exim Agreement shall also constitute an Event\n                              of Default under this Agreement. In the event\n                              Silicon assigns its rights under this Agreement\n                              and\/or under any Note evidencing Exim Loans,\n                              and\/or its rights under the Non-Exim Agreement\n                              and\/or under any Note evidencing Non-Exim Loans to\n                              any third party, including without limitation the\n                              Export-Import Bank of the United States (\"Exim\n                              Bank\"), whether before or after the occurrence of\n                              any Event of Default, Silicon shall have the right\n                              (but not any obligation), in its sole discretion,\n                              to allocate and apportion Collateral to the\n                              Agreement and\/or Note assigned and to specify the\n                              priorities of the respective security interests in\n                              such Collateral between itself and the assignee,\n                              all without notice to or consent of the Borrower.\n\n\n                                       1\n\n\n\n\n         SILICON VALLEY BANK           SCHEDULE OF LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\n================================================================================\n\n1.  CREDIT LIMIT\n     (Section 1.1):           The unpaid principal balance of all Exim Loans and\n                              all accrued interest thereon from time to time\n                              outstanding may not exceed the lesser of:\n\n                              (i)    $5,000,000 at any one time outstanding\n                                     (the \"Maximum Exim Credit Limit\"); or\n\n                              (ii)   the sum of (a) and (b) below:\n\n                                     (a)   80% of the amount of\n                                           Borrower's eligible export\n                                           Receivables, which Silicon in\n                                           its discretion deems eligible\n                                           for borrowing, plus\n\n                                     (b)   the lesser of (A) or (B) or (C)\n                                           below:\n\n                                          (A)   70% of the value of Borrower's\n                                                exportable Eligible Inventory,\n                                                valued at the lower of cost or\n                                                market value, or\n\n                                          (B)   60% of the total outstanding\n                                                Exim Loans under this\n                                                Agreement, or\n\n                                          (C)   $2,000,000.\n\n                              Without limiting the fact that the determination\n                              of which accounts and inventory are eligible for\n                              borrowing is a matter of Silicon's discretion, the\n                              following will not be deemed eligible for\n                              borrowing: accounts and inventory which are not\n                              \"Eligible Export-Related Accounts Receivable\" or\n                              \"Eligible Export-Related Inventory\" (respectively)\n                              as defined in the Borrower Agreement of\n                              substantially even date herewith executed by\n                              Silicon and the Borrower in favor of the Export\n                              Import Bank of the United States, including the\n                              annexes attached thereto (collectively referred to\n                              as the \"Exim Borrower Agreement\"). Without\n                              limiting the foregoing, with respect to each Loan\n                              requested by Borrower with respect to Eligible\n                              Export-Related Inventory, Borrower shall provide\n                              Silicon with copies of valid purchase orders for\n                              such Inventory and such other documentation as\n                              Silicon shall request in its good faith business\n                              judgment.\n\nAGREEMENT SUBJECT\nTO EXIM BORROWER\nGUARANTEE; COSTS:             This Agreement is subject to all of the terms and\n                              conditions of the Exim Borrower Agreement\n                              (including without limitation any attachments and\n                              annexes thereto) which are hereby incorporated\n                              herein by this reference. Borrower expressly\n                              agrees to perform all of the obligations and\n                              comply with all of the affirmative and negative\n                              covenants and all other terms and conditions set\n                              forth in the Exim Borrower Agreement as though the\n                              same were expressly set forth herein, and all of\n                              the same are hereby incorporated herein by this\n                              reference. In the event of any conflict between\n                              the terms of the Exim Borrower Agreement and the\n                              other terms of this Agreement, whichever terms are\n                              more restrictive shall apply. Borrower shall\n                              reimburse Silicon for all fees and all out of\n                              pocket costs and expenses \n\n\n\n                                       2\n\n\n         SILICON VALLEY BANK           SCHEDULE OF LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\n                              incurred by Silicon with respect to the Exim\n                              Borrower Agreement, including without limitation\n                              all facility fees and usage fees, and Silicon is\n                              authorized to debit Borrower's account with\n                              Silicon for such fees, costs and expenses when\n                              paid by Silicon.\n\nLETTER OF CREDIT SUBLIMIT \n(Section 1.5):                $5,000,000\n\nFOREIGN EXCHANGE\nCONTRACT SUBLIMIT:            If there is availability under the Credit Limit,\n                              then Borrower may enter into foreign exchange\n                              forward contracts with Silicon under which\n                              Borrower commits to purchase from or sell to\n                              Silicon a set amount of foreign currency more than\n                              one business day after the contract date (the \"FX\n                              Forward Contract\"). Silicon will subtract 10% of\n                              each outstanding FX Forward Contract from the\n                              foreign exchange sublimit which is a maximum of\n                              $5,000,000 (the \"FX Sublimit\"). The total FX\n                              Forward Contracts at any one time may not exceed\n                              10 times the amount of the FX Sublimit. Silicon\n                              may terminate the FX Forward Contracts if an Event\n                              of Default occurs.\n\n================================================================================\n\n2. INTEREST.\n\n================================================================================\n         INTEREST RATE (Section 1.2):\n\n                              A rate equal to the \"Prime Rate\" in effect from\n                              time to time, plus 1.5% per annum. Interest shall\n                              be calculated on the basis of a 360-day year for\n                              the actual number of days elapsed. \"Prime Rate\"\n                              means the rate announced from time to time by\n                              Silicon as its \"prime rate;\" it is a base rate\n                              upon which other rates charged by Silicon are\n                              based, and it is not necessarily the best rate\n                              available at Silicon. The interest rate applicable\n                              to the Obligations shall change on each date there\n                              is a change in the Prime Rate.\n\n         MINIMUM MONTHLY\n         INTEREST \n         (Section 1.2):       Not Applicable.\n\n\n================================================================================\n\n3.  FEES (Section 1.4):\n\n         Loan Fee:            $75,000, payable concurrently herewith.\n\n================================================================================\n\n4.  MATURITY DATE\n    (Section 6.1):            October 20, 2001.\n\n================================================================================\n\n5.  FINANCIAL COVENANTS\n    (Section 5.1):            Borrower shall comply with each of the following\n                              covenant(s). Compliance shall be determined as of\n                              the end of each month, except as otherwise\n                              specifically provided below:\n\n\n\n\n\n                                       3\n\n\n\n         SILICON VALLEY BANK           SCHEDULE OF LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\n         MINIMUM TANGIBLE\n         NET WORTH:           Borrower shall maintain a Tangible Net Worth of\n                              not less than $32,000,000.\n\n         DEFINITIONS.         For purposes of the foregoing financial covenants,\n                              the following term shall have the following\n                              meaning:\n\n                              \"Current assets\", \"current liabilities\" and\n                              \"liabilities\" shall have the meaning ascribed\n                              thereto by generally accepted accounting\n                              principles.\n\n                              \"Tangible Net Worth\" shall mean the excess of\n                              total assets over total liabilities, determined in\n                              accordance with generally accepted accounting\n                              principles, with the following adjustments:\n\n                                  (A) there shall be excluded from assets: (i)\n                                  notes, accounts receivable and other\n                                  obligations owing to the Borrower from\n                                  its officers or other Affiliates, and\n                                  (ii) all assets which would be\n                                  classified as intangible assets under\n                                  generally accepted accounting\n                                  principles, including without limitation\n                                  goodwill, licenses, patents, trademarks,\n                                  trade names, copyrights, capitalized\n                                  software and organizational costs,\n                                  licenses and franchises\n\n                                  (B) there shall be excluded from liabilities:\n                                  all indebtedness which is subordinated to the\n                                  Obligations under a subordination agreement in\n                                  form specified by Silicon or by language in \n                                  the instrument evidencing the indebtedness \n                                  which is acceptable to Silicon in its \n                                  discretion.\n\n\n================================================================================\n\n6.  REPORTING.\n    (Section 5.3):            Borrower shall comply with the reporting\n                              requirements of the Non-Exim Agreement, as in\n                              effect from time to time. Further, Borrower shall\n                              provide to Silicon such reports and other\n                              information as may be required in connection with\n                              the Exim Guarantee, the Exim Borrower Agreement\n                              and as Silicon may in its discretion determine to\n                              be necessary or desirable in connection with this\n                              Agreement.\n\n================================================================================\n7.  COMPENSATION\n     (Section 5.5):                   Not Applicable.\n\n================================================================================\n\n8. BORROWER INFORMATION:\n\n      PRIOR NAMES OF\n      BORROWER\n      (Section 3.2):          See Representations and Warranties dated \n                              September 21, 2000.\n      PRIOR TRADE\n\n      NAMES OF BORROWER\n         (Section 3.2):       See Representations and Warranties dated \n                              September 21, 2000.\n\n      EXISTING TRADE\n      NAMES OF BORROWER\n      (Section 3.2):          See Representations and Warranties dated \n                              September 21, 2000.\n\n\n\n                                       4\n\n\n\n         SILICON VALLEY BANK           SCHEDULE OF LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n      OTHER LOCATIONS AND\n      ADDRESSES (Section 3.3):   See Representations and Warranties dated\n                                 September 21, 2000.\n\n      MATERIAL ADVERSE\n      LITIGATION (Section 3.10): None.\n\n\n================================================================================\n\n9. OTHER COVENANTS\n    (Section 5.1):            Borrower shall at all times comply with all of the\n                              following additional covenants:\n\n                              (1)  BANKING RELATIONSHIP. Borrower shall at\n                                   all times maintain its primary banking\n                                   relationship with Silicon.\n\n                              (2)  SUBORDINATION OF INSIDE DEBT. All\n                                   present and future indebtedness of the\n                                   Borrower to its officers, directors and\n                                   shareholders (\"Inside Debt\") shall, at\n                                   all times, be subordinated to the\n                                   Obligations pursuant to a subordination\n                                   agreement on Silicon's standard form.\n                                   Borrower represents and warrants that\n                                   there is no Inside Debt presently\n                                   outstanding, except for the following:\n                                   $0. Prior to incurring any Inside Debt \n                                   in the future, Borrower shall cause the \n                                   person to whom such Inside Debt will be \n                                   owed to execute and deliver to Silicon \n                                   a subordination agreement on Silicon's \n                                   standard form.\n\n                              (3)  COPYRIGHT FILINGS. Within 30 days after\n                                   the date hereof, Borrower shall request\n                                   authorization from the Federal Aviation\n                                   Administration (\"FAA\") permitting\n                                   Borrower to register with the United\n                                   States Copyright Office all of its\n                                   unregistered software, the licensing of\n                                   which results in Receivables. If the FAA\n                                   authorizes such registration, Borrower\n                                   shall then (i) execute and deliver to\n                                   Silicon a Collateral Assignment, Patent\n                                   Mortgage and Security Agreement between\n                                   Borrower and Silicon (the \"Intellectual\n                                   Property Agreement\") on Silicon's\n                                   standard form identifying such\n                                   Copyrights, (ii) cause the Intellectual\n                                   Property Agreement to be filed in the\n                                   Copyright Office, and (iii) provide\n                                   evidence of such recordation to Silicon.\n                                   If the FAA does not authorize such\n                                   registration in writing due to the\n                                   software being \"sensitive security\n                                   information\" (as defined in 14 CFR Part\n                                   191), Borrower and Silicon shall then\n                                   enter into an escrow agreement, license\n                                   agreement and other related documents,\n                                   all in form and substance satisfactory\n                                   to Silicon, pursuant to which, among\n                                   other things, Borrower will deposit in\n                                   escrow the Borrower's unregistered\n                                   copyrights to which Silicon shall have\n                                   access and the right to utilize under\n                                   the circumstances set forth in the\n                                   escrow agreement, license agreement or\n                                   other related documents.\n\n                              (4)  PATENT FILINGS. Within thirty (30) days\n                                   of the date hereof, Borrower shall (i) \n                                   complete the Exhibits to the Intellectual \n                                   Property Agreement with all of the \n                                   information called for with respect to all \n                                   patents and patent applications submitted by \n                                   Borrower to the U.S. Patent and Trademark \n                                   Office, (ii) cause such Intellectual Property\n                                   Agreement to be filed in the United\n\n\n\n                                       5\n\n\n\n         SILICON VALLEY BANK           SCHEDULE OF LOAN AND SECURITY AGREEMENT\n      __________________________________________________________________________\n\n\n                                   States Patent and Trademark Office, and (iii)\n                                   provide evidence of such recordation to \n                                   Silicon.\n\n                              (5)  TRADEMARK FILINGS. Within thirty (30)\n                                   days of the date hereof, Borrower shall\n                                   complete the Exhibits to the\n                                   Intellectual Property Agreement with all\n                                   of the information called for with\n                                   respect to all trademarks and trademark\n                                   applications submitted by Borrower to\n                                   the U.S. Patent and Trademark Office.\n\n                              (6)  TRANSACTIONS WITH SUBSIDIARIES. Borrower\n                                   agrees that the aggregate amount of all\n                                   expenses Borrower incurs on behalf of\n                                   its subsidiaries plus the aggregate\n                                   amount of money or other assets Borrower\n                                   loans and\/or transfers to its\n                                   subsidiaries shall not at anytime exceed\n                                   $500,000 during the term of this\n                                   Agreement. The preceding shall not\n                                   include any such expenses, loans and\/or\n                                   transfers incurred or made prior to the\n                                   date of this Agreement.\n\nBorrower:                                 Silicon:\n  INVISION TECHNOLOGIES, INC.             SILICON VALLEY BANK\n\n\n  By \/s\/ Alfred V. Larrenaga              By   Milad I. Hanna\n    ----------------------------            -------------------------------\n     President or Vice President          Title Senior Vice President\n                                               ----------------------------\n\n\n\n                                       6\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912,8832],"corporate_contracts_industries":[9415,9454],"corporate_contracts_types":[9560,9567],"class_list":["post-41130","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_companies-silicon-valley-bancshares","corporate_contracts_industries-financial__banks","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41130","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41130"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41130"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41130"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41130"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}