{"id":43684,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-invision-technologies-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-invision-technologies-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-invision-technologies-inc-and.html","title":{"rendered":"Stock Purchase Agreement &#8211; InVision Technologies Inc. and Frederick L. Roder"},"content":{"rendered":"<pre>--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\n\n                               STOCK PURCHASE AGREEMENT\n\n\n                                       between:\n\n\n                             INVISION TECHNOLOGIES, INC.,\n                               a Delaware corporation;\n\n\n                                         and\n\n\n                                  FREDRICK L. RODER\n\n                           -------------------------------\n\n                               Dated December 31, 1996\n                           -------------------------------\n\n\n\n\n--------------------------------------------------------------------------------\n--------------------------------------------------------------------------------\n\n\n\n                                  TABLE OF CONTENTS\n\n\n                                                                            PAGE\n\nSECTION 1.    SALE AND PURCHASE OF SHARES; RELATED TRANSACTIONS.............  1\n    1.1       Sale and Purchase of Shares...................................  1\n    1.2       Purchase Price................................................  1\n    1.3       Closing.......................................................  1\n\nSECTION 2.    REGISTRATION OF SECURITIES....................................  2\n    2.1       Shelf Registration............................................  2\n    2.2       Piggy-Back Registration Rights................................  3\n\nSECTION 3.    REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER.........  4\n    3.1       Certificate of Incorporation and Bylaws; Records. ............  5\n    3.2       Capitalization, Etc...........................................  5\n    3.3       Financial Statements..........................................  6\n    3.4       Absence of Changes............................................  7\n    3.5       Contracts.....................................................  7\n    3.6       Compliance With Legal Requirements............................  7\n    3.7       Non-Contravention; Consents...................................  7\n    3.8       Full Disclosure...............................................  8\n\nSECTION 4.    REPRESENTATIONS AND WARRANTIES OF PURCHASER...................  9\n    4.1       Acquisition of Shares.........................................  9\n    4.2       Authority; Binding Nature of Agreement........................  9\n\nSECTION 5.    CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE.......  9\n    5.1       Accuracy of Representations...................................  9\n    5.2       Performance of Obligations....................................  9\n    5.3       Approval of Purchaser's Board of Directors; Consents.......... 10\n    5.4       No Adverse Change............................................. 10\n    5.6       No Proceedings................................................ 10\n    5.7       No Claim Regarding Stock Ownership or Sale Proceeds........... 10\n    5.8       No Prohibition................................................ 10\n\nSECTION 6.    CONDITIONS PRECEDENT TO SELLING STOCKHOLDER'S OBLIGATION TO\n              CLOSE......................................................... 11\n    6.1       Accuracy of Representations................................... 11\n    6.2       Purchaser's Performance....................................... 11\n\nSECTION 7.    TERMINATION................................................... 11\n    7.1       Termination Events............................................ 11\n    7.2       Termination Procedures........................................ 11\n    7.3       Effect of Termination......................................... 12\n\nSECTION 8.    INDEMNIFICATION, ETC.......................................... 12\n\n                                      -i-\n\n\n                                  TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\n    8.1       Survival of Representations and Covenants..................... 12\n    8.2       Indemnification by the Selling Stockholder.................... 12\n    8.3       Right to Require Cure of Breach............................... 13\n    8.4       No Contribution............................................... 13\n    8.5       Interest...................................................... 14\n    8.6       Nonexclusivity of Indemnification Remedies.................... 14\n\nSECTION 9.    MISCELLANEOUS PROVISIONS...................................... 14\n    9.1       Further Assurances............................................ 14\n    9.2       Notices....................................................... 14\n    9.3       Time of the Essence........................................... 15\n    9.4       Headings...................................................... 15\n    9.5       Counterparts.................................................. 15\n    9.6       Governing Law; Venue.......................................... 16\n    9.7       Waiver........................................................ 16\n    9.8       Amendments.................................................... 16\n    9.9       Severability.................................................. 17\n    9.10      Parties in Interest........................................... 17\n    9.11      Entire Agreement.............................................. 17\n    9.12      Construction.................................................. 17\n\n\nEXHIBITS\n\nExhibit A:    Certain Definitions\nExhibit B:    Lock-up Agreement\nExhibit C:    Form of General Release\nExhibit D:    Disclosure Schedule\n\n\n\n                                         -ii-\n\n\n\n                               STOCK PURCHASE AGREEMENT\n\n\n           THIS STOCK PURCHASE AGREEMENT is entered into on December 31, 1996,\nby and between INVISION TECHNOLOGIES, INC., a Delaware corporation (the\n'Purchaser') and FREDRICK L. RODER (the 'Selling Stockholder').  Certain\ncapitalized terms used in this Agreement are defined on Exhibit A.\n\n                                       RECITALS\n\n           A.     The Selling Stockholder owns 20 shares of the common stock of\nImatron Federal Systems, Inc. ('IFS') (the 'Shares'), which constitute all of\nthe outstanding common voting stock of IFS.\n\n    B.     The Selling Stockholder wishes to sell the Shares to the Purchaser\non the terms set forth in this Agreement, the terms of which were substantially\nagreed to on July 2, 1996.\n\n    C.     The Purchaser desires to retain the services of the Selling\nStockholder, as an employee of the Purchaser.\n\n                                      AGREEMENT\n\n           The Purchaser and the Selling Stockholder, intending to be legally\nbound, agree as follows:\n\n\nSECTION 1. SALE AND PURCHASE OF SHARES; RELATED TRANSACTIONS\n\n    1.1    SALE AND PURCHASE OF SHARES.  At the Closing, the Selling\nStockholder shall sell, assign, transfer and deliver the Shares to the\nPurchaser, and the Purchaser shall purchase the Shares from the Selling\nStockholder, on the terms and subject to the conditions set forth in this\nAgreement.\n\n    1.2    PURCHASE PRICE.\n\n           (a)    As full payment for the sale, assignment, transfer and\ndelivery of the Shares by the Selling Stockholder in compliance with Section\n1.3(b) of this Agreement, the Purchaser shall deliver to the Selling\nShareholder, or to a mutually satisfactory Escrow Agent on behalf of the Selling\nStockholder, stock certificates representing 16,000 shares of the common stock\nof the Purchaser (the 'Purchaser Shares').\n\n    1.3    CLOSING.\n\n           (a)    The closing of the sale of the Shares to the Purchaser (the\n'Closing') shall take place at the offices of the Cooley Godward LLP at 1:00\np.m. (Pacific time) on December 31, 1996.\n\n\n\n           (b)    At the Closing:\n\n                  (i)    the Selling Stockholder shall deliver to the Purchaser\n    the stock certificates representing the Shares, duly endorsed (or\n    accompanied by duly executed stock powers), and the Purchaser shall deliver\n    the Purchaser Shares as contemplated by Section 1.2;\n\n                  (ii)   the Selling Stockholder shall execute and deliver to\n    the Purchaser and IFS a General Release in the form of Exhibit D; and\n\n                  (iii)  the Selling Stockholder shall execute and deliver to\n    the Purchaser and IFS a certificate (the 'Closing Certificate') setting\n    forth the Selling Stockholder's representations and warranties that\n    (A) each of the representations and warranties made by IFS and the Selling\n    Stockholder in this Agreement was accurate, to the best of the Selling\n    Stockholder's knowledge but without any obligation to independently confirm\n    the accuracy thereof, in all respects as of the date of this Agreement,\n    (B) except as expressly set forth in the Disclosure Schedule attached\n    hereto as Exhibit D, each of the representations and warranties made by IFS\n    and the Selling Stockholder in this Agreement is accurate, to the best of\n    the Selling Stockholder's knowledge but without any obligation to\n    independently confirm the accuracy thereof, in all respects as of the\n    Closing Date as if made on the Closing Date, (C) each of the covenants and\n    obligations that IFS and the Selling Stockholder are required to have\n    complied with or performed,  pursuant to this Agreement at or prior to the\n    Closing has been duly complied with and performed, to the best of the\n    Selling Stockholder's knowledge but without any obligation to independently\n    confirm the accuracy thereof, in all respects, and (D) except as expressly\n    set forth in the Closing Certificate, each of the conditions set forth in\n    Sections 5.4(b), 5.5, 5.7 and 5.8 has been satisfied, to the best of the\n    Selling Stockholder's knowledge but without any obligation to independently\n    confirm the accuracy thereof, in all respects.\n\n                  (iv)   the Selling Stockholder and the Purchaser shall\nexecute and deliver to each other a Lock-Up Agreement dated December 31, 1996.\n\n\nSECTION 2. REGISTRATION OF SECURITIES\n\n    2.1    SHELF REGISTRATION\n\n                  (a)    SHELF REGISTRATION.  The Purchaser shall, not later\nthan one year after the Closing Date (the 'Filing Date'), prepare and file with\nthe SEC a Registration Statement pursuant to Rule 415 (or any appropriate\nsimilar rule that may be adopted by the SEC) under the Act covering the\nRegistrable Securities (the 'Shelf Registration').  The Shelf Registration shall\nbe on Form S-1 or another appropriate form permitting registration of the\nRegistrable Securities for resale by the Selling Stockholder from time to time.\n\n                                          2.\n\n\n\n\n                  (b)    EFFECTIVENESS.  The Purchaser shall use its best\nefforts to cause the Shelf Registration to become effective under the Act as\nsoon as practicable following the Filing Date.  Subject to the requirements of\nthe Act including, without limitation, requirements relating to updating through\npost-effective amendments or otherwise, the Purchaser shall use its best efforts\nto keep the Shelf Registration continuously effective until the later of (i) the\nthird anniversary of the Closing Date or (ii) such time as all of the\nRegistrable Securities may be traded pursuant to Rule 144 under the Act by such\nPurchasers who are not at such time affiliates of the Purchaser within the\nmeaning set forth in Rule 144 under the Act.  The Purchaser shall use its best\nefforts to take such actions under the laws of various states as may be required\nto cause the resale of the Registrable Securities pursuant to the Shelf\nRegistration to be lawful.\n\n                  (c)    Following the effectiveness of a Registration\nStatement filed pursuant to this section, the Purchaser may, at any time,\nsuspend the effectiveness of such Registration Statement for up to 60 days, as\nappropriate (a 'Suspension Period'), by giving notice to the Selling\nStockholder, if the Purchaser shall have determined that the Purchaser may be\nrequired to disclose any material corporate development which disclosure may\nhave a material adverse effect on the Purchaser.  Notwithstanding the foregoing,\nno more than two Suspension Periods (i.e., 120 days) may occur in immediate\nsuccession.  The period of any such suspension of the Registration Statement\nshall be added to the period of time the Purchaser agrees to keep the\nRegistration Statement effective as provided in Section 2.2(b).  The Purchaser\nshall use its best efforts to limit the duration and number of any Suspension\nPeriods.  The Selling Stockholder agrees that, upon receipt of any notice from\nthe Purchaser of a Suspension Period, the Selling Stockholder shall forthwith\ndiscontinue disposition of shares covered by such Registration Statement or\nProspectus until the Selling Stockholder (i) is advised in writing by the\nPurchaser that the use of the applicable  Prospectus may be resumed, (ii) has\nreceived copies of a supplemental or amended Prospectus, if applicable, and\n(iii) has received copies of any additional or supplemental filings which are\nincorporated or deemed to be incorporated by reference in such Prospectus.\n\n    2.2    PIGGY-BACK REGISTRATION RIGHTS.\n\n                  (a)    REGISTRATION.  If at any time or from time to time the\nPurchaser shall determine to register any of its securities, either for its own\naccount or the account of security holders (other than the Selling Stockholder),\nother than a registration relating solely to employee benefit plans or a\nregistration on Form S-4 relating solely to an SEC Rule 145 transaction, the\nPurchaser will:\n\n                         (i)    promptly give to the Selling Stockholder\nwritten notice thereof (which shall include a list of the jurisdictions in which\nthe Purchaser intends to attempt to qualify such securities under the applicable\nblue sky or other state securities laws); and\n\n                         (ii)   include in such registration (and any related\nqualification under blue sky laws or other compliance), and in any underwriting\ninvolved therein, all the Registrable Securities specified in a written request,\nmade within 20 calendar days after receipt of such written notice from the\nPurchaser, by the Selling Stockholder, except as set forth in Subsection 2.2(b)\nbelow.\n\n                                          3.\n\n\n\n\n                  (b)    (i)    UNDERWRITING.  If the registration of which the\nPurchaser gives notice is for a registered public offering involving an\nunderwriting, the Purchaser shall so advise the Selling Stockholder as a part of\nthe written notice given pursuant to Section 2.2(a)(i).  In such event the right\nof the Selling Stockholder to registration pursuant to this Section 2.2 shall be\nconditioned upon (i) the expected proceeds to the Purchaser from the\nunderwritten offering, less expenses including underwriters' commissions,\nattorneys' fees and expenses and printers' costs, among others, of at least\n$10,000,000; (ii) such Selling Stockholder's participation in such underwriting\nand (iii) the inclusion of the Selling Stockholder's Registrable Securities in\nthe underwriting to the extent provided herein.  The Selling Stockholder, upon\nproposing to distribute its securities through such Underwriting shall, together\nwith the Purchaser and the other parties distributing their securities through\nsuch underwriting, enter into an underwriting agreement in customary form with\nthe underwriter or underwriters selected for such underwriting by the Purchaser.\nNotwithstanding any other provision of this Subsection 2.2, if the underwriter\ndetermines that marketing factors require a limitation of the number of shares\nto be underwritten, the underwriter may limit the number of Registrable\nSecurities to be included in the registration and underwriting, or may exclude\nRegistrable Securities entirely from such registration and underwriting subject\nto the terms of this paragraph.  The Purchaser shall so advise all holders of\nthe Purchaser's securities that would otherwise be registered and underwritten\npursuant hereto, and the number of shares of such securities, including\nRegistrable Securities, that may be included in the registration and\nunderwriting shall be allocated in the following manner:  shares, other than\nRegistrable Securities, other securities carrying registration rights, and\nsecurities beneficially owned by any stockholder of the Purchaser who\nbeneficially owns more than 20% of the Shares outstanding at the time of filing\nthe Registration Statement (each a '20% Owner'), requested to be included in\nsuch registration by stockholders shall be excluded, and, if a limitation on the\nnumber of shares is still required, the number of securities that may be\nincluded shall be allocated, first, among the holders of piggyback registration\nrights having PARI PASSU registration rights with those set forth herein (which\nholders shall be deemed to include any 20% Owner), if any, in proportion, as\nnearly as possible, to the respective amounts of such securities held by each\nsuch holder, at the time of filing the Registration Statement.  In the event of\nany underwriter cutback, any pro rata reduction with respect to the Selling\nStockholder shall be based upon the aggregate amount of shares carrying\nregistration rights owned by the Selling Stockholder.  No securities excluded\nfrom the underwriting by reason of the underwriter's marketing limitation shall\nbe included in such registration.  If the Selling Security Holder disapproves of\nthe terms of the underwriting, it may elect to withdraw therefrom by written\nnotice to the Purchaser and the underwriter.  The Registrable Securities so\nwithdrawn shall also be withdrawn from registration.\n\n\nSECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDER\n\n           The Selling Stockholder represents and warrants, to the best of the\nSelling Stockholder's knowledge but without any obligation to independently\nconfirm the accuracy thereof, that except as set forth on the Disclosure\nSchedule attached hereto as Exhibit D:\n\n                                          4.\n\n\n\n\n    3.1    CERTIFICATE OF INCORPORATION AND BYLAWS; RECORDS.\n\n           (a)    The Selling Stockholder shall caused IFS to deliver to the\nPurchaser accurate and complete copies of:\n\n                  (i)    IFS's certificate of incorporation and bylaws,\n    including all amendments thereto;\n\n                  (ii)   the stock records of IFS; and\n\n                  (iii)  the minutes and other records of the meetings and\n    other proceedings (including any actions taken by written consent or\n    otherwise without a meeting) of the stockholders of IFS, the board of\n    directors of IFS and all committees of the board of directors of IFS.\n\nThere have been no meetings or other proceedings of the stockholders of IFS, the\nboard of directors of IFS or any committee of the board of directors of IFS that\nare not fully reflected in such minutes or other records.\n\n           (b)    There has not been any violation of any of the provisions of\nIFS's certificate of incorporation or bylaws or of any resolution adopted by\nIFS's stockholders, IFS's board of directors or any committee of IFS's board of\ndirectors; and no event has occurred, and no condition or circumstance exists,\nthat might (with or without notice or lapse of time) constitute or result\ndirectly or indirectly in such a violation.\n\n           (c)    The books of account, stock records, minute books and other\nrecords of IFS are accurate, up-to-date and complete, and have been maintained\nin accordance with sound and prudent business practices.  All of the records of\nIFS are in the actual possession or under direct control of IFS.  IFS has in\nplace, and IFS has at all times had in place, an adequate and appropriate system\nof internal controls which is at least as comprehensive and effective as the\nsystems of internal controls customarily maintained by Comparable Entities.\n\n    3.2    CAPITALIZATION, ETC.\n\n           (a)    The authorized capital stock of IFS consists of:\n\n                  (i)    500 shares of common stock having a par value of $0.01\n    per share, of which 20 shares (constituting all of the Shares) have been\n    issued and are outstanding; and\n\n                  (ii)   500 shares of preferred stock having a par value of\n    $500.00 per share, 150 of which are issued and outstanding.\n\n           (b)    The Selling Stockholder has, and the Purchaser will acquire\nat the Closing, good and valid title to the Shares free and clear of any\nEncumbrances.  The Selling Stockholder owns, beneficially and of record, 20\nShares of Common Stock.\n\n\n                                          5.\n\n\n\n\n           (c)    All of the Shares (i) have been duly authorized and validly\nissued, (ii) are fully paid and non-assessable, and (iii) have been issued in\nfull compliance with all applicable securities laws and other applicable Legal\nRequirements.  The Selling Stockholder has delivered to the Purchaser accurate\nand complete copies of the stock certificates evidencing the Shares.\n\n           (d)    There is no:\n\n                  (i)    outstanding subscription, option, call, warrant or\n    right (whether or not currently exercisable) to acquire any shares of the\n    capital stock or other securities of IFS;\n\n                  (ii)   outstanding security, instrument or obligation that is\n    or may become convertible into or exchangeable for any shares of the\n    capital stock or other securities of IFS;\n\n                  (iii)  Contract under which IFS is or may become obligated to\n    sell or otherwise issue any shares of its capital stock or any other\n    securities; or\n\n                  (iv)   condition or circumstance that may directly or\n    indirectly give rise to or provide a basis for the assertion of a claim by\n    any Person to the effect that such Person is entitled to acquire or receive\n    any shares of capital stock or other securities of IFS.\n\n           (e)    Except as set forth in Part 3.2 of the Disclosure Schedule,\nIFS has never repurchased, redeemed or otherwise reacquired any shares of\ncapital stock or other securities.  All securities so reacquired by IFS were\nreacquired in full compliance with the applicable provisions of the Delaware\nGeneral Corporation Law and with all other applicable Legal Requirements.\n\n    3.3    FINANCIAL STATEMENTS.\n\n           (a)    The Selling Stockholder shall have caused IFS to deliver to\nthe Purchaser the following financial statements and notes (collectively, the\n'IFS Financial Statements'):\n\n                  (i)    the unaudited balance sheets of IFS as of December 31,\n    1993, 1994 and 1995 and the related unaudited statements of operations; and\n\n                  (ii)   the unaudited balance sheet of IFS as of September 30,\n    1996 (the 'Unaudited Interim Balance Sheet'), and the related unaudited\n    statements of operations.\n\n           (b)    To the best of the Selling Stockholder's knowledge, all of\nthe IFS Financial Statements are accurate and complete in all respects, and the\ndollar amount of each line item included in the IFS Financial Statements is\naccurate in all respects.  The financial statements and notes referred to in\nSection 3.3(a)(i) present fairly the financial position of IFS as of December\n31, 1993, 1994 and 1995 and the consolidated results of operations of IFS for\nthe year then ended.  The financial statements and notes referred to in\nSections 3.3(a)(ii)\n\n\n                                          6.\n\n\n\n\npresents fairly the financial position of IFS as of the respective dates thereof\nand the results of operations for the periods covered thereby.  The IFS\nFinancial Statements have been prepared in accordance with generally accepted\naccounting principles, applied on a consistent basis throughout the periods\ncovered.\n\n    3.4    ABSENCE OF CHANGES.  To the best of the Selling Stockholder's\nknowledge, except as set forth in Part 3.4 of the Disclosure Schedule, since\nSeptember 30, 1996, there has not been any adverse change in IFS's business,\ncondition, assets, liabilities, operations, financial performance, net income or\nprospects (or in any aspect or portion thereof), and no event has occurred that\nmight have an adverse effect on IFS's business, condition, assets, liabilities,\noperations, financial performance, net income or prospects (or on any aspect or\nportion thereof);\n\n    3.5    CONTRACTS.\n\n           (a)    Part 3.5 of the Disclosure Schedule identifies and provides\nan accurate and complete description of each material IFS Contract.  The only\nmaterial contracts to which IFS is a party are contracts with Federal or State\ngovernments (the 'Government Contracts').  IFS has delivered to the Purchaser\naccurate and complete copies of all Government Contracts identified in Part 3.5\nof the Disclosure Schedule, including all amendments thereto.\n\n           (b)    Each Government Contract is valid and in full force and\neffect, and is enforceable by IFS in accordance with its terms.\n\n    3.6    COMPLIANCE WITH LEGAL REQUIREMENTS.\n\n           (a)    To the best of the Selling Stockholder's knowledge, except as\nset forth in Part 3.6 of the Disclosure Schedule, IFS has not received, at any\ntime, any notice or other communication (in writing or otherwise) from any\nGovernmental Body or any other Person regarding (i) any actual, alleged,\npossible or potential violation of, or failure to comply with, any Legal\nRequirement, or (ii) any actual, alleged, possible or potential obligation on\nthe part of IFS to undertake, or to bear all or any portion of the cost of, any\ncleanup or any remedial, corrective or response action of any nature.\n\n           (b)    The Selling Stockholder has caused IFS to deliver to the\nPurchaser an accurate and complete copy of each report, study, survey or other\ndocument to which IFS has access that addresses or otherwise relates to the\ncompliance of IFS with, or the applicability to any of the Companies of, any\nLegal Requirement.\n\n    3.7    NON-CONTRAVENTION; CONSENTS.  Except as set forth in Part 3.7 of the\nDisclosure Schedule, neither the execution and delivery of any of the\nTransactional Agreements, nor the consummation or performance of any of the\nTransactions, will directly or indirectly (with or without notice or lapse of\ntime):\n\n           (a)    contravene, conflict with or result in a violation of (i) any\n    of the provisions of IFS's certificate of incorporation or bylaws, or\n    (ii) any resolution adopted\n\n\n                                          7.\n\n\n\n\n    by IFS's stockholders, IFS's board of directors or any committee of IFS's\n    board of directors;\n\n           (b)    contravene, conflict with or result in a violation or breach\n    of, or result in a default under, any provision of any Government Contract;\n\n           (c)    give any Person the right to (i) declare a default or\n    exercise any remedy under any Government Contract, (ii) accelerate the\n    maturity or performance of any Government Contract, or (iii) cancel,\n    terminate or modify any Government Contract;\n\n           (d)    contravene, conflict with or result in a violation or breach\n    of or a default under any provision of, or give any Person the right to\n    declare a default under, any Contract to which IFS is a party or by which\n    IFS is bound; or\n\n           (e)    result in the imposition or creation of any Encumbrance upon\n    or with respect to any asset owned or used by IFS.\n\nExcept as set forth in Part 3.7 of the Disclosure Schedule, neither IFS nor the\nSelling Stockholder was, is or will be required to make any filing with or give\nany notice to, or to obtain any Consent from, any Person in connection with the\nexecution and delivery of any of the Transactional Agreements or the\nconsummation or performance of any of the Transactions.\n\n    3.8    FULL DISCLOSURE.\n\n           (a)    None of the Transactional Agreements contains or will contain\nany untrue statement of fact; and none of the Transactional Agreements omits or\nwill omit to state any fact necessary to make any of the representations,\nwarranties or other statements or information contained therein not misleading.\n\n           (b)    Except as set forth in Part 3.8 of the Disclosure Schedule,\nthere is no fact within the Knowledge of the Selling Stockholder (other than\npublicly known facts relating exclusively to political or economic matters of\ngeneral applicability that will adversely affect all Comparable Entities) that\nmay have an adverse effect on IFS's business, condition, assets, liabilities,\noperations, financial performance, net income or prospects (or on any aspect or\nportion thereof).\n\n           (c)    All of the information set forth in the Disclosure Schedule,\nand all other information regarding IFS and its business, condition, assets,\nliabilities, operations, financial  performance, net income and prospects that\nhas been furnished to the Purchaser or any of its Representatives by IFS, is\naccurate and complete in all respects.\n\n           (d)    The Selling Stockholder has caused IFS to provide the\nPurchaser and the Purchaser's Representatives with full and complete access to\nall of IFS's records and other documents and data.\n\n                                          8.\n\n\n\n\nSECTION 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n    The Purchaser represents and warrants, to and for the benefit of the\nSelling Stockholder, as follows:\n\n    4.1    ACQUISITION OF SHARES.  The Purchaser is not acquiring the Shares\nwith the current intention of making a public distribution thereof.\n\n    4.2    AUTHORITY; BINDING NATURE OF AGREEMENT.\n\n           (a)    The Purchaser will have the absolute and unrestricted right,\n    power and authority to enter into and perform its obligations under this\n    Agreement;\n\n           (b)    This Agreement will constitute the legal, valid and binding\n    obligation of the Purchaser, enforceable against the Purchaser in\n    accordance with its terms.\n\n\nSECTION 5. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE\n\n           The Purchaser's obligation to purchase the Shares and to take the\nother actions required to be taken by the Purchaser at the Closing is subject to\nthe satisfaction, at or prior to the Closing, of each of the following\nconditions (any of which may be waived by the Purchaser, in whole or in part, in\naccordance with Section 9.7):\n\n    5.1    ACCURACY OF REPRESENTATIONS.\n\n           (a)    Each of the Specified Representations shall have been\naccurate in all respects as of the date of this Agreement, and shall be accurate\nin all respects as of the Scheduled Closing Time as if made at the Scheduled\nClosing Time.\n\n           (b)    All of the other representations and warranties made by the\nSelling Stockholder in this Agreement (considered collectively), and each of\nsaid representations and warranties (considered individually), shall have been\naccurate in all material respects as of the date of this Agreement, and shall be\naccurate in all material respects as of the Scheduled Closing Time as if made at\nthe Scheduled Closing Time.\n\n    5.2    PERFORMANCE OF OBLIGATIONS.\n\n           (a)    The Selling Stockholder shall have executed and delivered\neach of the agreements required to be executed and delivered by IFS pursuant to\nSection 1.3(b).\n\n           (b)    The Selling Stockholder shall have delivered to the Purchaser\nthe certificates representing the Shares as required by Section 1.3(b)(i), and\nshall have executed and delivered each of the other documents required to be\nexecuted and delivered by such Selling Stockholder pursuant to Section 1.3(b).\n\n                                          9.\n\n\n\n\n           (c)    All of the other covenants and obligations that the Selling\nStockholder is required to comply with or to perform at or prior to the Closing\n(considered collectively), and each of said covenants and obligations\n(considered individually), shall have been duly complied with and performed in\nall material respects.\n\n    5.3    APPROVAL OF PURCHASER'S BOARD OF DIRECTORS; CONSENTS.\n\n           (a)    The Purchaser's board of directors shall have ratified the\nexecution of this Agreement by the Purchaser and shall have approved the\nconsummation of the Transactions.\n\n           (b)    Each of the Consents identified in Part 3.7 of the Disclosure\nSchedule shall have been obtained and shall be in full force and effect.\n\n    5.4    NO ADVERSE CHANGE.  There shall have been no adverse change in IFS's\nbusiness, condition, assets, liabilities, operations, financial performance, net\nincome or prospects (or in any aspect or portion thereof) since the date of this\nAgreement.\n\n    5.5    ADDITIONAL DOCUMENTS.  Purchaser shall have received such other\ndocuments as the Purchaser may request in good faith for the purpose of\n(i) evidencing the accuracy of any representation or warranty made by IFS or the\nSelling Stockholder, (ii) evidencing the compliance by IFS or the Selling\nStockholder with, or the performance by IFS or the Selling Stockholder of, any\ncovenant or obligation set forth in this Agreement, (iii) evidencing the\nsatisfaction of any condition set forth in this Section 5, or (iv) otherwise\nfacilitating the consummation or performance of any of the Transactions.\n\n    5.6    NO PROCEEDINGS.  Since the date of this Agreement, there shall not\nhave been commenced or threatened against the Purchaser, or against any Person\naffiliated with the Purchaser, any Proceeding (a) involving any challenge to, or\nseeking damages or other relief in connection with, any of the Transactions, or\n(b) that may have the effect of preventing, delaying, making illegal or\notherwise interfering with any of the Transactions.\n\n    5.7    NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS.  No Person\nshall have made or threatened any claim asserting that such Person (a) may be\nthe holder or the beneficial owner of, or may have the right to acquire or to\nobtain beneficial ownership of, any capital stock or other securities of IFS, or\n(b) may be entitled to all or any portion of the Purchase Price.\n\n    5.8    NO PROHIBITION.  Neither the consummation nor the performance of any\nthe Transactions will, directly or indirectly (with or without notice or lapse\nof time), contravene or conflict with or result in a violation of, or cause the\nPurchaser or any Person affiliated with the Purchaser to suffer any adverse\nconsequence under, (a) any applicable Legal Requirement or Order, or (b) any\nLegal Requirement or Order that has been proposed by or before any Governmental\nBody.\n\n\n                                         10.\n\n\n\n\nSECTION 6. CONDITIONS PRECEDENT TO SELLING STOCKHOLDER'S OBLIGATION TO CLOSE\n\n           The Selling Stockholder's obligation to sell the Shares and to take\nthe other actions required to be taken by the Selling Stockholder at the Closing\nis subject to the satisfaction, at or prior to the Closing, of each of the\nfollowing conditions (any of which may be waived by the Agent, in whole or in\npart, in accordance with Section 9.7):\n\n    6.1    ACCURACY OF REPRESENTATIONS.  All of the representations and\nwarranties made by the Purchaser in this Agreement (considered collectively),\nand each of said representations and warranties (considered individually), shall\nhave been accurate in all material respects as of the date of this Agreement and\nshall be accurate in all material respects as of the Scheduled Closing Time as\nif made at the Scheduled Closing Time.\n\n    6.2    PURCHASER'S PERFORMANCE.  All of the covenants and obligations that\nthe Purchaser is required to comply with or to perform pursuant to this\nAgreement at or prior to the Closing (considered collectively), and each of said\ncovenants and obligations (considered individually), shall have been complied\nwith and performed in all material respects.\n\n\nSECTION 7. TERMINATION\n\n    7.1    TERMINATION EVENTS.  This Agreement may be terminated prior to the\nClosing:\n\n           (a)    by the Purchaser if (i) there is a material Breach of any\n    covenant or obligation of IFS or the Selling Stockholder, or (ii) the\n    Purchaser reasonably determines that the timely satisfaction of any\n    condition set forth in Section 5 has become impossible or impractical\n    (other than as a result of any failure on the part of the Purchaser comply\n    with or perform its covenants and obligations under this Agreement);\n\n           (b)    by the Purchaser at or after the Scheduled Closing Time if\n    any condition set forth in Section 5 has not been satisfied by the\n    Scheduled Closing Time;\n\n           (c)    by the Purchaser if the Closing has not taken place on or\n    before December 31, 1996 (other than as a result of any failure on the part\n    of the Purchaser to comply with or perform its covenants and obligations\n    under this Agreement);\n\n           (d)    by the Selling Stockholder if the Closing has not taken place\n    on or before January 31, 1997, (other than as a result of the failure on\n    the part of IFS or the Selling Stockholder to comply with or perform any\n    covenant or obligation set forth in this Agreement); or\n\n           (e)    by the consent of the Purchaser and the Selling Stockholder.\n\n    7.2    TERMINATION PROCEDURES.  If the Purchaser wishes to terminate this\nAgreement pursuant to Section 7.1(a), Section 7.1(c) or Section 7.1(e), the\nPurchaser shall deliver to the Selling Stockholder a written notice stating that\nthe Purchaser is terminating this Agreement and\n\n\n                                         11.\n\n\n\n\nsetting forth a brief description of the basis on which the Purchaser is\nterminating this Agreement.  If the Selling Stockholder wishes to terminate this\nAgreement pursuant to Section 7.1(b), Section 7.1(d) or Section 7.1(f), the\nSelling Stockholder shall deliver to the Purchaser a written notice stating that\nthe Selling Stockholder is terminating this Agreement and setting forth a brief\ndescription of the basis on which the Selling Stockholder is terminating this\nAgreement.\n\n    7.3    EFFECT OF TERMINATION.  If this Agreement is terminated pursuant to\nSection 7.1, all further obligations of the parties under this Agreement shall\nterminate.\n\n\nSECTION 8. INDEMNIFICATION, ETC.\n\n    8.1    SURVIVAL OF REPRESENTATIONS AND COVENANTS.\n\n           (a)    The representations, warranties, covenants and obligations of\neach party shall survive (without limitation):\n\n                  (i)    the Closing and the sale of the Shares to the\n    Purchaser;\n\n                  (ii)   any sale or other disposition of any or all of the\n    Shares by the Purchaser; and\n\n                  (iii)  any Acquisition Transaction effected by or otherwise\n    involving the Purchaser.\n\nAll of said representations, warranties, covenants and obligations shall remain\nin full force and effect and shall survive for an unlimited period of time.\n\n           (b)    The representations, warranties, covenants and obligations of\nthe Selling Stockholder, and the rights and remedies that may be exercised by\nthe Indemnitees, shall not be limited or otherwise affected by or as a result of\nany information furnished to, or any investigation made by or Knowledge of, any\nof the Indemnitees or any of their Representatives.\n\n           (c)    For purposes of this Agreement, each statement or other item\nof information set forth in the Disclosure Schedule or in any update to the\nDisclosure Schedule shall be deemed to be a representation and warranty made by\nthe Selling Stockholder in this Agreement.\n\n    8.2    INDEMNIFICATION BY THE SELLING STOCKHOLDER.\n\n           (a)    The Selling Stockholder shall hold harmless and indemnify\neach of the Indemnitees from and against, and shall compensate and reimburse\neach of the Indemnitees for, any Damages which are directly or indirectly\nsuffered or incurred by any of the Indemnitees or to which any of the\nIndemnitees may otherwise become subject at any time (regardless of\n\n\n                                         12.\n\n\n\n\nwhether or not such Damages relate to any third-party claim) and which arise\ndirectly or indirectly from or as a direct or indirect result of, or are\ndirectly or indirectly connected with:\n\n                  (i)    any Breach, resulting from the Selling Stockholder's\n    intentional misrepresentation, fraud or gross negligence, of any\n    representation or warranty made by the Selling Stockholder in this\n    Agreement or in the Closing Certificate;\n\n                  (ii)   any Breach, resulting from the Selling Stockholder's\n    intentional misrepresentation, fraud or gross negligence, of any\n    representation, warranty, statement, information or provision contained in\n    the Disclosure Schedule or in any other document delivered or otherwise\n    made available to the Purchaser or any of its Representatives on behalf of\n    IFS or any of IFS's Representatives;\n\n                  (iii)  any Breach, resulting from the Selling Stockholder's\n    intentional misrepresentation, fraud or gross negligence, of any covenant\n    or obligation of the Selling Stockholder;\n\n                  (iv)   any matter identified or referred to in Part 3.6 of\n    the Disclosure Schedule, Damages resulting from which are due to the\n    Selling Stockholder's intentional misrepresentation, fraud and gross\n    negligence; or\n\n                  (v)    any Proceeding relating directly or indirectly to any\n    Breach, alleged Breach, Liability or matter of the type referred to in\n    clause '(i),' '(ii),' '(iii),' or '(iv),' above (including any Proceeding\n    commenced by any Indemnitee for the purpose of enforcing any of its rights\n    under this Section 8).\n\n           (b)    The Selling Stockholder acknowledges and agrees that, if\nthere is any Breach, resulting from the Selling Stockholder's intentional\nmisrepresentation, fraud or gross negligence, of any representation, warranty or\nother provision relating to IFS or IFS's business, condition, assets,\nliabilities, operations, financial performance, net income or prospects (or any\naspect or portion thereof), then the Purchaser itself shall be deemed, by virtue\nof its ownership of common stock of IFS, to have incurred Damages as a result of\nsuch Breach or Liability.  Nothing contained in this Section 8.2(b) shall have\nthe effect of (i) limiting the circumstances under which the Purchaser may\notherwise be deemed to have incurred Damages for purposes of this Agreement,\n(ii) limiting the other types of Damages that the Purchaser may be deemed to\nhave incurred (whether in connection with any such Breach or Liability or\notherwise).\n\n    8.3    RIGHT TO REQUIRE CURE OF BREACH.  Without limiting the generality of\nanything contained in Section 8.2, if there is any Breach, resulting from the\nSelling Stockholder's intentional misrepresentation, fraud or gross negligence,\nof any representation or warranty made by IFS or the Selling Stockholder, then\nthe Selling Stockholder shall be obligated to take such actions as the Purchaser\nmay in good faith request for the purpose of causing such Breach to be\ncorrected, cured and eliminated in all respects (at no cost to the Purchaser).\n\n    8.4    NO CONTRIBUTION.  The Selling Stockholder waives, and acknowledges\nand agrees that he shall not have and shall not exercise or assert or attempt to\nexercise or assert, any right\n\n\n                                         13.\n\n\n\n\nof contribution or right of indemnity or any other right or remedy against IFS\nin connection with any indemnification obligation or any other  Liability to\nwhich the Selling Stockholder may become subject under any of the Transactional\nAgreements or otherwise in connection with any of the Transactions.\n\n    8.5    INTEREST.  Any party that is required to indemnify any other Person\npursuant to this Section 8 with respect to any Damages shall also be required to\npay such other Person interest on the amount of such Damages (for the period\ncommencing as of the date on which such other Person first incurred or otherwise\nbecame subject to such Damages and ending on the date on which the applicable\nindemnification payment is made by such party) at a floating rate two percentage\npoints above the rate of interest publicly announced by Bank of America from\ntime to time as its prime rate.\n\n    8.6    NONEXCLUSIVITY OF INDEMNIFICATION REMEDIES.  The indemnification\nremedies and other remedies provided in this Section 8 shall not be deemed to be\nexclusive.  Accordingly, the exercise by any Person of any of its rights under\nthis Section 8 shall not be deemed to be an election of remedies and shall not\nbe deemed to prejudice, or to constitute or operate as a waiver of, any other\nright or remedy that such Person may be entitled to exercise (whether under this\nAgreement, under any other Contract, under any statute, rule or other Legal\nRequirement, at common law, in equity or otherwise).\n\n\nSECTION 9. MISCELLANEOUS PROVISIONS\n\n    9.1    FURTHER ASSURANCES.  Each party hereto shall execute and\/or cause to\nbe delivered to each other party hereto such instruments and other documents,\nand shall take such other actions, as such other party may reasonably request\n(prior to, at or after the Closing) for the purpose of carrying out or\nevidencing any of the Transactions.\n\n    9.2    NOTICES.  Any notice or other communication required or permitted to\nbe delivered to any party under this Agreement shall be in writing and shall be\ndeemed properly delivered, given and received when delivered (by hand, by\nregistered mail, by courier or express delivery service or by telecopier) to the\naddress or telecopier number set forth beneath the name of such party below (or\nto such other address or telecopier number as such party shall have specified in\na written notice given to the other parties hereto):\n\n\n                                         14.\n\n\n\n\n           if to IFS:\n\n                  Imatron Federal Systems, Inc.\n                  9680 Brittford Drive\n                  Burke, VA  22015\n                  Attention: Fredrick L. Roder\n                  Telecopier:  (703) 451-2804\n\n\n           if to the Selling Stockholder:\n\n                  9680 Brittford Drive\n                  Burke, VA  22015\n                  Attention: Fredrick L. Roder\n                  Telecopier:  (703) 451-2804\n\n\n           if to the Purchaser:\n\n                  InVision Technologies, Inc.\n                  3420 E. Third Avenue\n                  Foster City, CA  94404\n                  Attention: Curtis P. DiSibio\n                  Telecopier:  (415) 578-0930\n\n\n                  WITH A COPY TO:\n\n                  Robert L. Jones, Esq.\n                  Cooley Godward LLP\n                  Five Palo Alto Square\n                  3000 El Camino Real\n                  Palo Alto, CA  94036\n\n\n    9.3    TIME OF THE ESSENCE.  Time is of the essence of this Agreement.\n\n    9.4    HEADINGS.  The underlined headings contained in this Agreement are\nfor convenience of reference only, shall not be deemed to be a part of this\nAgreement and shall not be referred to in connection with the construction or\ninterpretation of this Agreement.\n\n    9.5    COUNTERPARTS.  This Agreement may be executed in several\ncounterparts, each of which shall constitute an original and all of which, when\ntaken together, shall constitute one agreement.\n\n                                         15.\n\n\n\n\n    9.6    GOVERNING LAW; VENUE.\n\n           (a)    This Agreement shall be construed in accordance with, and\ngoverned in all respects by, the internal laws of the State of California\n(without giving effect to principles of conflicts of laws).\n\n           (b)    Any legal action or other legal proceeding relating to this\nAgreement or the enforcement of any provision of this Agreement may be brought\nor otherwise commenced in any state or federal court located in the County of\nSan Mateo, California.  Each party to this Agreement:\n\n                  (i)    expressly and irrevocably consents and submits to the\n    jurisdiction of each state and federal court located in the County of San\n    Mateo, California (and each appellate court located in the State of\n    California) in connection with any such legal proceeding;\n\n                  (ii)   agrees that each state and federal court located in\n    the County of San Mateo, California shall be deemed to be a convenient\n    forum; and\n\n                  (iii)  agrees not to assert (by way of motion, as a defense\n    or otherwise), in any such legal proceeding commenced in any state or\n    federal court located in the County of San Mateo, California, any claim\n    that such party is not subject personally to the jurisdiction of such\n    court, that such legal proceeding has been brought in an inconvenient\n    forum, that the venue of such proceeding is improper or that this Agreement\n    or the subject matter of this Agreement may not be enforced in or by such\n    court.\n\n    9.7    WAIVER.\n\n           (a)    No failure on the part of any Person to exercise any power,\nright, privilege or remedy under this Agreement, and no delay on the part of any\nPerson in exercising any power, right, privilege or remedy under this Agreement,\nshall operate as a waiver of such power, right, privilege or remedy; and no\nsingle or partial exercise of any such power, right, privilege or remedy shall\npreclude any other or further exercise thereof or of any other power, right,\nprivilege or remedy.\n\n           (b)    No Person shall be deemed to have waived any claim arising\nout of this Agreement, or any power, right, privilege or remedy under this\nAgreement, unless the waiver of such claim, power, right, privilege or remedy is\nexpressly set forth in a written instrument duly executed and delivered on\nbehalf of such Person; and any such waiver shall not be applicable or have any\neffect except in the specific instance in which it is given.\n\n    9.8    AMENDMENTS.  This Agreement may not be amended, modified, altered or\nsupplemented other than by means of a written instrument duly executed and\ndelivered on behalf of the Purchaser.\n\n                                         16.\n\n\n\n\n    9.9    SEVERABILITY.  In the event that any provision of this Agreement, or\nthe application of any such provision to any Person or set of circumstances,\nshall be determined to be invalid, unlawful, void or unenforceable to any\nextent, the remainder of this Agreement, and the application of such provision\nto Persons or circumstances other than those as to which it is determined to be\ninvalid, unlawful, void or unenforceable, shall not be impaired or otherwise\naffected and shall continue to be valid and enforceable to the fullest extent\npermitted by law.\n\n    9.10   PARTIES IN INTEREST.  None of the provisions of this Agreement is\nintended to provide any rights or remedies to any Person other than the parties\nhereto and their respective successors and assigns (if any).\n\n    9.11   ENTIRE AGREEMENT.  The Transactional Agreements set forth the entire\nunderstanding of the parties relating to the subject matter thereof and\nsupersede all prior agreements and understandings among or between any of the\nparties relating to the subject matter thereof.\n\n    9.12   CONSTRUCTION.\n\n           (a)    For purposes of this Agreement, whenever the context\nrequires: the singular number shall include the plural, and vice versa; the\nmasculine gender shall include the feminine and neuter genders; the feminine\ngender shall include the masculine and neuter genders; and the neuter gender\nshall include the masculine and feminine genders.\n\n           (b)    The parties hereto agree that any rule of construction to the\neffect that ambiguities are to be resolved against the drafting party shall not\nbe applied in the construction or interpretation of this Agreement.\n\n           (c)    As used in this Agreement, the words 'include' and\n'including,' and variations thereof, shall not be deemed to be terms of\nlimitation, but rather shall be deemed to be followed by the words 'without\nlimitation.'\n\n           (d)    Except as otherwise indicated, all references in this\nAgreement to 'Sections' and 'Exhibits' are intended to refer to Sections of this\nAgreement and Exhibits to this Agreement.\n\n\n                                         17.\n\n\n\n\n    THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AND DELIVERED\nAS OF DECEMBER 31, 1996.\n\n\n'Purchaser':                    INVISION TECHNOLOGIES, INC.\n                                  a Delaware corporation\n\n\n                                By: _________________________________________\n                                       Curtis P. DiSibio, Vice President,\n                                       Finance and Administration and Chief\n                                       Financial Officer\n\n\n\n'Selling Stockholder':\n\n\n                                ______________________________________________\n                                       Fredrick L. Roder\n\n\n                                         18.\n\n\n\n\n                                      EXHIBIT A\n\n\n                                 CERTAIN DEFINITIONS\n\n           For purposes of the Agreement (including this Exhibit A):\n\n           ACQUISITION TRANSACTION.  'Acquisition Transaction' shall mean any\ntransaction involving:\n\n           (a)    the sale or other disposition of all or any portion of IFS's\n    business or assets (other than in the Ordinary Course of Business);\n\n           (b)    the issuance, sale or other disposition of (i) any capital\n    stock of IFS, (ii) any option, call, warrant or right (whether or not\n    immediately exercisable) to acquire any capital stock of IFS, or (iii) any\n    security, instrument or obligation that is or may become convertible into\n    or exchangeable for any capital stock of IFS; or\n\n           (c)    any merger, consolidation, business combination, share\n    exchange, reorganization or similar transaction involving IFS.\n\n    IFS.  'IFS' shall mean Imatron Federal Systems, Inc., a Delaware\ncorporation.\n\n    IFS CONTRACT.  'IFS Contract' shall mean any Contract:\n\n           (a)    to which IFS is a party;\n\n           (b)    by which IFS or any of its assets is or may become bound or\n    under which IFS has, or may become subject to, any obligation; or\n\n           (c)    under which IFS has or may acquire any right or interest.\n\n    IFS FINANCIAL STATEMENTS.  'IFS Financial Statements' shall have the\nmeaning specified in Section 3.3(a) of the Agreement.\n\n    AGREEMENT.  'Agreement' shall mean the Stock Purchase Agreement to which\nthis Exhibit A is attached (including the Disclosure Schedule), as it may be\namended from time to time.\n\n    BREACH.  There shall be deemed to be a 'Breach' of a representation,\nwarranty, covenant, obligation or other provision if there is or has been\n(a) any material inaccuracy in or material breach of, or any material failure to\ncomply with or perform, such representation, warranty, covenant, obligation or\nother provision, or (b) any material claim (by any Person) or other circumstance\nthat is materially inconsistent with such representation, warranty, covenant,\nobligation or other provision; and the term 'Breach' shall be deemed to refer to\nany such material inaccuracy, breach, failure, claim or circumstance.\n\n\n                                         A-1\n\n\n\n    CLOSING.  'Closing' shall have the meaning specified in Section 1.3(a) of\nthe Agreement.\n\n    CLOSING CERTIFICATE.  'Closing Certificate' shall have the meaning\nspecified in Section 1.3(b)(iii) of the Agreement.\n\n    CLOSING DATE.  'Closing Date' shall have the meaning specified in\nSection 1.3(a) of the Agreement.\n\n    COMPARABLE ENTITIES.  'Comparable Entities' shall mean Entities (other than\nIFS) that are engaged in businesses similar to IFS's business.\n\n    CONSENT.  'Consent' shall mean any approval, consent, ratification,\npermission, waiver or authorization.\n\n    CONTRACT.  'Contract' shall mean any written, oral, implied or other\nagreement, contract, understanding, arrangement, instrument, note, guaranty,\nindemnity, representation, warranty, deed, assignment, power of attorney,\ncertificate, purchase order, work order, insurance policy, benefit plan,\ncommitment, covenant, assurance or undertaking of any nature.\n\n    DAMAGES.  'Damages' shall include any loss, damage, injury, decline in\nvalue, lost opportunity, Liability, claim, demand, settlement, judgment, award,\nfine, penalty, Tax, fee (including any legal fee, expert fee, accounting fee or\nadvisory fee), charge, cost (including any cost of investigation) or expense of\nany nature.\n\n    DISCLOSURE SCHEDULE.  'Disclosure Schedule' shall mean the schedule (dated\nas of the date of the Agreement) delivered to the Purchaser on behalf of IFS and\nthe Selling Stockholder, a copy of which is attached to the Agreement and\nincorporated in the Agreement by reference.\n\n    ENCUMBRANCE.  'Encumbrance' shall mean any lien, pledge, hypothecation,\ncharge, mortgage, security interest, encumbrance, equity, trust, equitable\ninterest, claim, preference, right of possession, lease, tenancy, license,\nencroachment, covenant, infringement, interference, Order, proxy, option, right\nof first refusal, preemptive right, community property interest, legend, defect,\nimpediment, exception, reservation, limitation, impairment, imperfection of\ntitle, condition or restriction of any nature (including any restriction on the\nvoting of any security, any restriction on the transfer of any security or other\nasset, any restriction on the receipt of any income derived from any asset, any\nrestriction on the use of any asset and any restriction on the possession,\nexercise or transfer of any other attribute of ownership of any asset).\n\n    ENTITY.  'Entity' shall mean any corporation (including any non-profit\ncorporation), general partnership, limited partnership, limited liability\npartnership, joint venture, estate, trust, cooperative, foundation, society,\npolitical party, union, company (including any limited liability company or\njoint stock company), firm or other enterprise, association, organization or\nentity.\n\n    GOVERNMENT CONTRACT. 'Government Contract' shall mean all contracts between\nIFS and any federal or state government entity.\n\n\n                                         A-2\n\n\n\n\n    GOVERNMENTAL BODY.  'Governmental Body' shall mean any:\n\n           (a)    nation, principality, state, commonwealth, province,\n    territory, county, municipality, district or other jurisdiction of any\n    nature;\n\n           (b)    federal, state, local, municipal, foreign or other\n    government;\n\n           (c)    governmental or quasi-governmental authority of any nature\n    (including any governmental division, subdivision, department, agency,\n    bureau, branch, office, commission, council, board, instrumentality,\n    officer, official, representative, organization, unit, body or Entity and\n    any court or other tribunal);\n\n           (d)    multi-national organization or body; or\n\n           (e)    individual, Entity or body exercising, or entitled to\n    exercise, any executive, legislative, judicial, administrative, regulatory,\n    police, military or taxing authority or power of any nature.\n\n    INDEMNITEES.  'Indemnitees' shall mean the following Persons:\n\n           (a)    the Purchaser;\n\n           (b)    the Purchaser's current and future affiliates (including\n    IFS);\n\n           (c)    the respective Representatives of the Persons referred to in\n    clauses '(a)' and '(b)' above; and\n\n           (d)    the respective successors and assigns of the Persons referred\n    to in clauses '(a)', '(b)' and '(c)' above;\n\nPROVIDED, HOWEVER, that (i) IFS shall not be entitled to exercise any rights as\nan Indemnitee prior to the Closing, and (ii) the Selling Stockholders shall not\nbe deemed to be 'Indemnitees.'\n\n    KNOWLEDGE.  An individual shall be deemed to have 'Knowledge' of a\nparticular fact or other matter if such individual is actually aware of such\nfact or other matter.\n\nIFS shall be deemed to have 'Knowledge' of a particular fact or other matter if\nthe Selling Stockholder has Knowledge of such fact or other matter.\n\n    LEGAL REQUIREMENT.  'Legal Requirement' shall mean any federal, state,\nlocal, municipal, foreign or other law, statute, legislation, constitution,\nprinciple of common law, resolution, ordinance, code, edict, decree,\nproclamation, treaty, convention, rule, regulation, ruling, directive,\npronouncement, requirement, specification, determination, decision, opinion or\ninterpretation that is, has been or may in the future be issued, enacted,\nadopted, passed, approved, promulgated, made, implemented or otherwise put into\neffect by or under the authority of any Governmental Body.\n\n\n                                         A-3\n\n\n\n\n    LIABILITY.  'Liability' shall mean any debt, obligation, duty or liability\nof any nature (including any unknown, undisclosed, unmatured, unaccrued,\nunasserted, contingent, indirect, conditional, implied, vicarious, derivative,\njoint, several or secondary liability), regardless of whether such debt,\nobligation, duty or liability would be required to be disclosed on a balance\nsheet prepared in accordance with generally accepted accounting principles and\nregardless of whether such debt, obligation, duty or liability is immediately\ndue and payable.\n\n    ORDER.  'Order' shall mean any:\n\n           (a)    order, judgment, injunction, edict, decree, ruling,\n    pronouncement, determination, decision, opinion, verdict, sentence,\n    subpoena, writ or award that is, has been or may in the future be issued,\n    made, entered, rendered or otherwise put into effect by or under the\n    authority of any court, administrative agency or other Governmental Body or\n    any arbitrator or arbitration panel; or\n\n           (b)    Contract with any Governmental Body that is, has been or may\n    in the future be entered into in connection with any Proceeding.\n\n    PERSON.  'Person' shall mean any individual, Entity or Governmental Body.\n\n    PROCEEDING.  'Proceeding' shall mean any action, suit, litigation,\narbitration, proceeding (including any civil, criminal, administrative,\ninvestigative or appellate proceeding and any informal proceeding), prosecution,\ncontest, hearing, inquiry, inquest, audit, examination or investigation that is,\nhas been or may in the future be commenced, brought, conducted or heard by or\nbefore, or that otherwise has involved or may involve, any Governmental Body or\nany arbitrator or arbitration panel.\n\n    PROSPECTUS.  'Prospectus' shall mean the prospectus included in any\nRegistration Statement (including, without limitation, a prospectus that\ndiscloses information previously omitted from a prospectus filed as part of an\neffective registration statement in reliance upon Rule 430A under the Act), as\namended or supplemented by any prospectus supplement, with respect to the terms\nof the offering of any portion of the Registrable Securities covered by such\nRegistration Statement and all other amendments and supplements to the\nprospectus, including post-effective amendments, and all material incorporated\nby reference or deemed to be incorporated by reference in such prospectus.\n\n    PURCHASE PRICE.  'Purchase Price' shall have the meaning specified in\nSection 1.2 of the Agreement.\n\n    REGISTER, REGISTERED AND REGISTRATION.  The terms 'register,' 'registered'\nand 'registration' refer to a registration effected by filing with the\nSecurities and Exchange Commission ('SEC') a registration statement (the\n'Registration Statement') in compliance with the Securities Act of 1933 (the\n'Act') and the declaration or ordering by the SEC of the effectiveness of such\nRegistration Statement.\n\n    REGISTRABLE SECURITIES.  'Registrable Securities' shall mean all Shares and\nany Common Stock issued or issuable in respect of the Purchaser Shares pursuant\nto any stock split, stock\n\n\n                                         A-4\n\n\n\n\ndividend, recapitalization, or similar event; PROVIDED HOWEVER, that Registrable\nSecurities shall cease to be Registrable Securities when they may be sold\npursuant to Rule 144 under the Act.\n\n    REGISTRATION STATEMENT.  'Registration Statement' shall mean any\nregistration statement of the Company which covers any of the Registrable\nSecurities pursuant to the provisions of this Agreement, including the\nProspectus, amendments and supplements to such registration statement, including\npost-effective amendments, all exhibits, and all material incorporated by\nreference or deemed to be incorporated by reference in such registration\nstatement.\n\n    REPRESENTATIVES.  'Representatives' shall mean officers, directors,\nemployees, agents, attorneys, accountants, advisors and representatives.  The\nSelling Stockholder and all other Related Parties shall be deemed to be\n'Representatives' of IFS.\n\n    RULE 144.  'Rule 144' shall mean Rule 144 under the Act, as such Rule may\nbe amended from time to time, or any similar rule or regulation hereafter\nadopted by the SEC (excluding Rule 144A).\n\n    SCHEDULED CLOSING TIME.  'Scheduled Closing Time' shall have the meaning\nspecified in Section 1.3(a) of the Agreement.\n\n    SELLING STOCKHOLDER.  'Selling Stockholder' shall have the meaning\nspecified in the introductory paragraph of the Agreement.\n\n    SHARES.  'Shares' shall have the meaning specified in Recital 'A' to the\nAgreement.\n\n    SPECIFIED REPRESENTATIONS.  'Specified Representations' shall mean the\nrepresentations and warranties set forth in Section 3.2 and 3.3 of the\nAgreement.\n\n    TAX.  'Tax' shall mean any tax (including any income tax, franchise tax,\ncapital gains tax, estimated tax, gross receipts tax, value-added tax, surtax,\nexcise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax,\nproperty tax, business tax, occupation tax, inventory tax, occupancy tax,\nwithholding tax or payroll tax), levy, assessment, tariff, impost, imposition,\ntoll, duty (including any customs duty), deficiency or fee, and any related\ncharge or amount (including any fine, penalty or interest), that is, has been or\nmay in the future be (a) imposed, assessed or collected by or under the\nauthority of any Governmental Body, or (b) payable pursuant to any tax-sharing\nagreement or similar Contract.\n\n    TRANSACTIONAL AGREEMENTS.  'Transactional Agreements' shall mean:\n\n           (a)    the Agreement;\n\n           (b)    the General Release referred to in Section 1.3(b)(ii) of the\n    Agreement;\n\n           (c)    the Closing Certificate;\n\n    and    (d)    the Lock-Up Agreement referred in Section 1.3(b)(iv) of the\n    Agreement.\n\n\n                                         A-5\n\n\n\n\n    TRANSACTIONS.  'Transactions' shall mean (a) the execution and delivery of\nthe respective Transactional Agreements, and (b) all of the transactions\ncontemplated by the respective Transactional Agreements, including:\n\n                  (i)    the sale of the Shares by the Selling Stockholder to\n    the Purchaser in accordance with the Agreement; and\n\n                  (ii)   the performance by the Selling Stockholder and the\n    Purchaser of their respective obligations under the Transactional\n    Agreements and the exercise by IFS, the Selling Stockholder and the\n    Purchaser of their respective rights under the Transactional Agreements.\n\n    UNAUDITED INTERIM BALANCE SHEET.  'Unaudited Interim Balance Sheet' shall\nhave the meaning specified in Section 3.3(a)(ii) of the Agreement.\n\n\n                                         A-6\n\n\n\n\n                                      EXHIBIT B\n\n                                  LOCK-UP AGREEMENT\n\nDecember 30, 1996\n\nInVision Technologies, Inc.\n3420 E. Third Avenue\nFoster City, CA  94404\n\nLadies and Gentlemen:\n\nIn order to induce InVision Technologies, Inc., a Delaware corporation\n('Parent'), to enter into the Stock Purchase Agreement (the 'Agreement'),  dated\nas of the date hereof between InVision Technologies, Inc. and Fredrick L. Roder\n(the 'Selling Stockholder'), the Selling Stockholder has agreed to enter into\nthis Lock-Up Agreement.  Capitalized terms used but not otherwise defined in\nthis Lock-Up Agreement have the meanings assigned to such terms in the\nAgreement.\n\nThe Selling Stockholder agrees that he will not at any time until December 31,\n1997 either directly or indirectly, offer, sell, offer to sell, contract to\nsell, pledge, grant any option to purchase or otherwise dispose or transfer (or\nannounce any offer, sale, offer to sale, contract of sale or grant of any option\nto purchase or other disposition or transfer of) shares of InVision common stock\nto be acquired by the Selling Stockholder pursuant to the terms of the Agreement\n(the 'Purchaser Shares') except as such  restrictions shall have lapsed under\nthe following schedule:\n\n                                Shares as to Which Restrictions Have Lapsed\n                                -------------------------------------------\n\n<font size=\"2\">    December 31, 1996                                13,333\n    March 31, 1997                                      667\n    June 30, 1997                                       667\n    September 30, 1997                                  667\n    December 31, 1997                                   666\n                                                      ------\n<\/font>                                                     16,000\n\nThis agreement shall be binding on the Selling Stockholder and his successors,\nheirs, personal representatives and assigns.\n\nVery truly yours,\n\n___________________________________________\nFredrick L. Roder\n\n\nThe foregoing is accepted and agreed to as of the date first above written:\n\nInVision Technologies, Inc.\n\n\nBy:_____________________________________\n    Curtis P. DiSibio\n    Vice President, Finance and Administration\n    and Chief Financial Officer\n\n\n\n                                      EXHIBIT C\n\n                                   GENERAL RELEASE\n\n    THIS GENERAL RELEASE ('General Release') is being executed and delivered as\nof December 31, 1996, on behalf of Fredrick L. Roder ('Releasor') to and in\nfavor of, and for the benefit of, INVISION TECHNOLOGIES, INC., a Delaware\ncorporation ('Purchaser'), and the other Releasees (as defined in Section 2).\n\n\n                                       RECITALS\n\n    A.     Contemporaneously with the execution and delivery of this General\nRelease, the Releasor is selling his shares of the common voting stock of\nImatron Federal Systems, Inc. ('IFS') to Purchaser pursuant to a Stock Purchase\nAgreement dated as of December 31, 1996 (the 'Agreement').\n\n    B.     Purchaser has required, as a condition to consummating the\ntransactions contemplated by the Agreement, that the Releasor executes and\ndelivers this General Release.\n\n\n                                      AGREEMENT\n\n    In order to induce Purchaser to consummate the transactions contemplated by\nthe Agreement, and for other valuable consideration (the receipt and sufficiency\nof which are hereby acknowledged by the Releasor), the Releasor hereby covenants\nand agrees as follows:\n\n\n    1.     RELEASE.      The Releasor, for himself and for each of the\nReleasor's Associated Parties (as defined in Section 2), hereby generally,\nirrevocably, unconditionally and completely releases and forever discharges each\nof the Releasees (as defined in Section 2) from, and hereby irrevocably,\nunconditionally and completely waives and relinquishes, each of the Released\nClaims (as defined in Section 2).\n\n\n    2.     DEFINITIONS.\n\n           (a)    The term 'Associated Parties,' when used herein with respect\nto the Releasor, shall mean and include:  (i) the Releasor's predecessors,\nsuccessors, executors, administrators, heirs and estate; (ii) the Releasor's\npast, present and future assigns, agents and representatives; (iii) each entity\nthat the Releasor has the power to bind (by the Releasor's acts or signature) or\nover which the Releasor directly or indirectly exercises control; and (iv) each\nentity of which the Releasor owns, directly or indirectly, at least 50% of the\noutstanding equity, beneficial, proprietary, ownership or voting interests.\n\n\n                                         A-1\n\n\n\n\n           (b)    The term 'Releasees' shall mean and include:  (i) Purchaser;\nand (ii) the successors and past, present and future assigns, directors,\nofficers, employees, agents, attorneys and representatives of the Purchaser\nother than the Releasor.\n\n           (c)    The term 'Claims' shall mean and include all past, present\nand future disputes, claims, controversies, demands, rights, obligations,\nliabilities, actions and causes of action of every kind and nature, including:\n(i) any unknown, unsuspected or undisclosed claim; (ii) any claim or right that\nmay be asserted or exercised by the Releasor in his capacity as a stockholder,\ndirector, officer or employee of IFS or in any other capacity; and (iii) any\nclaim, right or cause of action based upon any breach of any express, implied,\noral or written contract or agreement.\n\n           (d)    The term 'Released Claims' shall mean and include each and\nevery Claim that (i) the Releasor or any Associated Party of the Releasor may\nhave had in the past, may now have or may have in the future against any of the\nReleasees, and (ii) has arisen or arises directly or indirectly out of, or\nrelates directly or indirectly to, any circumstance, agreement, activity,\naction, omission, event or matter occurring or existing on or prior to the date\nof this General Release (excluding only the Releasor's rights, if any, under the\nPurchase Agreement).\n\n\n    3.     CIVIL CODE Section 1542.  The Releasor (a) represents, warrants and\nacknowledges that he has been fully advised by his attorney of the contents of\nSection 1542 of the Civil Code of the State of California, and (b) hereby\nexpressly waives the benefits thereof and any rights may have thereunder.\nSection 1542 of the Civil Code of the State of California provides as follows:\n\n           'A general release does not extend to claims which the creditor does\n    not know or suspect to exist in his favor at the time of executing the\n    release, which if known by him must have materially affected his settlement\n    with the debtor.'\n\nThe Releasor also hereby waives the benefits of, and any rights he may have\nunder, any statute or common law principle of similar effect in any\njurisdiction.\n\n\n    4.     REPRESENTATIONS AND WARRANTIES.  The Releasor represents and\nwarrants that:\n\n           (a)    the Releasor has not assigned, transferred, conveyed or\notherwise disposed of any Claim against any of the Releasees, or any direct or\nindirect interest in any such Claim, in whole or in part;\n\n           (b)    to the best of the Releasor's knowledge, no other person or\nentity has any interest in any of the Released Claims;\n\n           (c)    no Associated Party of the Releasor has or had any Claim\nagainst any of the Releasees;\n\n\n                                         A-2\n\n\n\n\n           (d)    no Associated Party of the Releasor will in the future have\nany Claim against any Releasee that arises directly or indirectly from or\nrelates directly or indirectly to any circumstance, agreement, activity, action,\nomission, event or matter occurring or existing on or before the date of this\nGeneral Release;\n\n           (e)    this General Release has been duly and validly executed and\ndelivered by the Releasor;\n\n           (f)    this General Release is a valid and binding obligation of the\nReleasor and the Releasor's Associated Parties, and is enforceable against the\nReleasor and each of the Releasor's Associated Parties in accordance with its\nterms;\n\n           (g)    there is no action, suit, proceeding, dispute, litigation,\nclaim, complaint or investigation by or before any court, tribunal, governmental\nbody, governmental agency or arbitrator pending or, to the best of the knowledge\nof the Releasor, threatened against the Releasor or any of the Releasor's\nAssociated Parties that challenges or would challenge the execution and delivery\nof this General Release or the taking of any of the actions required to be taken\nby the Releasor under this General Release;\n\n           (h)    neither the execution and delivery of this General Release\nnor the performance hereof will (i) result in any violation or breach of any\nagreement or other instrument to which the Releasor or any of the Releasor's\nAssociated Parties is a party or by which the Releasor or any of the Releasor's\nAssociated Parties is bound, or (ii) result in a violation or any law, rule,\nregulation, treaty, ruling, directive, order, arbitration award, judgment or\ndecree to which the Releasor or any of the Releasor's Associated Parties is\nsubject; and\n\n           (i)    no authorization, instruction, consent or approval of any\nperson or entity is required to be obtained by the Releasor or any of the\nReleasor's Associated Parties in connection with the execution and delivery of\nthis General Release or the performance hereof.\n\n\n    5.     INDEMNIFICATION.  Without in any way limiting any of the rights or\nremedies otherwise available to any Releasee, the Releasor shall indemnify and\nhold harmless each Releasee against and from any loss, damage, injury, harm,\ndetriment, lost opportunity, liability, exposure, claim, demand, settlement,\njudgment, award, fine, penalty, tax, fee, charge or expense (including\nattorneys' fees) that is directly or indirectly suffered or incurred at any time\nby the Releasee, or to which the Releasee otherwise becomes subject at any time,\nand that arises directly or indirectly out of or by virtue of, or relates\ndirectly or indirectly to, (a) any failure on the part of the Releasor to\nobserve, perform or abide by, or any other breach of, any restriction, covenant,\nobligation, representation, warranty or other provision contained herein, or (b)\nthe assertion or purported assertion of any of the Released Claims by the\nReleasor or any of the Releasor's Associated Parties.\n\n\n                                         A-3\n\n\n\n\n    6.     MISCELLANEOUS.\n\n           (a)    This General Release sets forth the entire understanding of\nthe parties relating to the subject matter hereof and supersedes all prior\nagreements and understandings among or between the Releasor and the Releasees\nrelating to the subject matter hereof.\n\n           (b)    If any provision of this General Release or any part of any\nsuch provision is held under any circumstances to be invalid or unenforceable in\nany jurisdiction, then (i) such provision or part thereof shall, with respect to\nsuch circumstances and in such jurisdiction, be deemed amended to conform to\napplicable laws so as to be valid and enforceable to the fullest possible\nextent, (ii) the invalidity or unenforceability of such provision or part\nthereof under such circumstances and in such jurisdiction shall not affect the\nvalidity or enforceability of such provision or part thereof under any other\ncircumstances or in any other jurisdiction, and (iii) such invalidity or\nenforceability of such provision or part thereof shall not affect the validity\nor enforceability of the remainder of such provision or the validity or\nenforceability of any other provision of this General Release.  Each provision\nof this General Release is separable from every other provision of this General\nRelease, and each part of each provision of this General Release is separable\nfrom every other part of such provision.\n\n           (c)    This General Release shall be construed in accordance with,\nand governed in all respects by, the laws of the State of California (without\ngiving effect to principles of conflicts of laws).\n\n           (d)    Any legal action or other legal proceeding relating to this\nGeneral Release or the enforcement of any provision of this General Release may\nbe brought or otherwise commenced by any Releasee in any state or federal court\nlocated in the State of California.\n\nThe Releasor:\n\n                  (i)    expressly and irrevocably consents and submits to the\n           jurisdiction of each state and federal court located in the State of\n           California in connection with any such legal proceeding;\n\n                  (ii)   agrees that each state and federal court located in\n           the State of California shall be deemed to be a convenient forum;\n           and\n\n                  (iii)  agrees not to assert (by way of motion, as a defense\n           or otherwise), in any such legal proceeding commenced in any state\n           or federal court located in the State of California, any claim that\n           the Releasor is not subject personally to the jurisdiction of such\n           court, that such legal proceeding has been brought in an\n           inconvenient forum, that the venue of such proceeding is improper or\n           that this General Release or the subject matter of this General\n           Release may not be enforced in or by such court.\n\nNothing contained in this General Release shall be deemed to limit or otherwise\naffect the right of any Releasee (1) to commence any legal proceeding or to\notherwise proceed against the\n\n\n                                         A-4\n\n\n\n\nReleasor or any other person or entity in any other forum or jurisdiction, or\n(2) to raise this Release as a defense in any legal proceeding in any other\nforum or jurisdiction.\n\n           (e)    The Releasor shall execute and\/or cause to be delivered to\neach Releasee such instruments and other documents, and shall take such other\nactions, as such Releasee may reasonably request for the purpose of carrying out\nor evidencing any of the actions contemplated by this General Release.\n\n           (f)    If any legal action or other legal proceeding relating to\nthis General Release or the enforcement of any provision hereof is brought by\nthe Releasor or any Releasee, the prevailing party shall be entitled to recover\nreasonable attorneys' fees, costs and disbursements to the extent actually\nincurred (in addition to any other relief to which the prevailing party may be\nentitled).\n\n           (g)    Whenever required by the context, the singular number shall\ninclude the plural, and vice versa; the masculine gender shall include the\nfeminine and neuter genders; and the neuter gender shall include the masculine\nand feminine genders.\n\n           (h)    Any rule of construction to the effect that ambiguities are\nto  be resolved against the drafting party shall not be applied in the\nconstruction or interpretation of this General Release.\n\n           (i)    As used in this General Release, the words 'include' and\n'including,' and variations thereof, shall not be deemed to be terms of\nlimitation, and shall be deemed to be followed by the words 'without\nlimitation.'\n\n\n    IN WITNESS WHEREOF, the Releasor has caused this General Release to be\nexecuted as of the date first above written.\n\n                                              RELEASOR:\n\n\n\n                                              _____________________________\n                                              Fredrick L. Roder\n\n\n\n\n                                         A-5\n\n\n\n\n                                      EXHIBIT D\n\n\n                                 DISCLOSURE SCHEDULE\n\n\n\n\nNONE\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9622,9627],"class_list":["post-43684","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43684","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=43684"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43684"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43684"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43684"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}