Prepared by MerrillDirect





INDEMNITY
AGREEMENT


             THIS
AGREEMENT is
made and entered into this ____ day of __________, 2001 by and between INVISION
TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and [NAME OF
INDEMNITEE] (“Agent”).


RECITALS


             WHEREAS,
Agent performs a valuable
service to the Corporation in __________ capacity as __________ of the
Corporation;


             WHEREAS, the stockholders of the Corporation have adopted bylaws
(the “Bylaws”)

providing for the indemnification of the directors, officers, employees and
other agents of the Corporation, including persons serving at the request of
the Corporation in such capacities with other corporations or enterprises, as
authorized by the Delaware General Corporation Law, as amended (the “Code”);


             WHEREAS, the Bylaws and the Code, by their non-exclusive nature,
permit contracts

between the Corporation and its agents, officers, employees and other agents
with respect to

indemnification of such persons; and


             WHEREAS, in order to induce Agent to continue to serve as
__________ of the

Corporation, the Corporation has determined and agreed to enter into this
Agreement with Agent;


             NOW, THEREFORE, in
consideration of Agent’s continued service as __________ after the date hereof,
the parties hereto agree as follows:


AGREEMENT


             1.
Services to the Corporation. Agent will serve, at the will of the Corporation or
under separate contract, if any such contract exists, as __________ of the
Corporation or as a director, officer or other fiduciary of an affiliate of the
Corporation (including any employee benefit plan of the Corporation) faithfully
and to the best of [his/her] ability so long as [s/he] is
duly elected and qualified in accordance with the provisions of the Bylaws or
other applicable charter documents of the Corporation or such affiliate; provided,
however, that Agent may at anytime and for any reason resign from
such position (subject to any contractual obligation that Agent may have
assumed apart from this Agreement) and that the Corporation or any affiliate
shall have no obligation under this Agreement to continue Agent in any such
position.


             2.
Indemnity of Agent. The
Corporation hereby agrees to hold harmless and indemnify Agent to the fullest
extent authorized or permitted by the provisions of the Bylaws andthe Code, as
the same may be amended from time to time (but, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than the Bylaws or the Code permitted prior to adoption of such amendment).2.


             3.
Additional Indemnity. In
addition to and not in limitation of the indemnification otherwise provided for
herein, and subject only to the exclusions set forth in Section 4 hereof, the
Corporation hereby further agrees to hold harmless and indemnify Agent:


(a)        against any and all expenses (including attorneys’
fees), witness fees, damages, judgments, fines and amounts paid in settlement
and any other amounts that Agent becomes legally obligated to pay because of
any claim or claims made against or by him in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative (including an action by or in
the right of the Corporation) to which Agent is, was or at any time becomes a
party, or is threatened to be made a party, by reason of the fact that Agent
is, was or at any time becomes a director, officer, employee or other agent of
Corporation, or is or was serving or at any time serves at the request of the
Corporation as a director, officer, employee or other agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise; and



(b)       otherwise to the fullest extent as may be provided to
Agent by the

Corporation under the non-exclusivity provisions of the Code and Section 41 of
the Bylaws.



             4.
Limitations on Additional Indemnity. No indemnity pursuant to Section 3

hereof shall be paid by the Corporation:


(a)        on account of any claim against Agent solely for an
accounting of profits made from the purchase or sale by Agent of securities of
the Corporation pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934 and amendments thereto or similar provisions of any
federal, state or local statutory law;



(b)       on account of Agent’s conduct that is established by a
final judgment as knowingly fraudulent or deliberately dishonest or that
constituted willful misconduct;



(c)        on account of Agent’s conduct that is established by a
final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation
or resulting in any personal profit or advantage to which Agent was not legally
entitled;



(d)       for which payment is actually made to Agent under a
valid and collectible insurance policy or under a valid and enforceable
indemnity clause, bylaw or agreement, except in respect of any excess beyond
payment under such insurance, clause, bylaw or agreement;



(e)        if indemnification is not lawful (and, in this respect,
both the Corporation and Agent have been advised that the Securities and
Exchange Commission believes that indemnification for liabilities arising under
the federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to
appropriate courts for adjudication); or



(f)        in connection with any proceeding (or part thereof)
initiated by Agent, or any proceeding by Agent against the Corporation or its
directors, officers, employees or other agents, unless (i) such indemnification
is expressly required to be made by law, (ii) the proceeding was authorized by
the Board of Directors of the Corporation, (iii) such indemnification is
provided by the Corporation, in its sole discretion, pursuant to the powers
vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant
to Section 9 hereof.



             5.
Continuation of Indemnity. All
agreements and obligations of the Corporation contained herein shall continue
during the period Agent is a director, officer, employee or other agent of the
Corporation (or is or was serving at the request of the Corporation as a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise) and shall
continue thereafter so long as Agent shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, arbitrational, administrative or investigative, by reason of the fact
that Agent was serving in the capacity referred to herein.


             6.
Partial Indemnification. Agent
shall be entitled under this Agreement to indemnification by the Corporation
for a portion of the expenses (including attorneys’ fees), witness fees,
damages, judgments, fines and amounts paid in settlement and any other amounts
that Agent becomes legally obligated to pay in connection with any action, suit
or proceeding referred to in Section 3 hereof even if not entitled hereunder to
indemnification for the total amount thereof, and the Corporation shall
indemnify Agent for the portion thereof to which Agent is entitled.





             7. Notification and Defense of Claim. Not later than thirty (30) days after receipt by Agent
of notice of the commencement of any action, suit or proceeding, Agent will, if
a claim in respect thereof is to be made against the Corporation under this
Agreement, notify the Corporation of the commencement thereof; but the omission
so to notify the Corporation will not relieve it from any liability which it
may have to Agent otherwise than under this Agreement. With respect to any such
action, suit or proceeding as to which Agent notifies the Corporation of the
commencement thereof:


(a)        the Corporation will be entitled to participate therein
at its own expense;



(b)       except as otherwise provided below, the Corporation may,
at its option and jointly with any other indemnifying party similarly notified
and electing to assume such defense, assume the defense thereof, with counsel
reasonably satisfactory to Agent. After notice from the Corporation to Agent of
its election to assume the defense thereof, the Corporation will not be liable
to Agent under this Agreement for any legal or other expenses subsequently
incurred by Agent in connection with the defense thereof except for reasonable
costs of investigation or otherwise as provided below. Agent shall have the
right to employ separate counsel in such action, suit or proceeding but the
fees and expenses of such counsel incurred after notice from the Corporation of
its assumption of the defense thereof shall be at the expense of Agent unless (i)
the employment of counsel by Agent has been authorized by the Corporation, (ii)
Agent shall have reasonably concluded, and so notified the Corporation, that
there is an actual conflict of interest between the Corporation and Agent in
the conduct of the defense of such action or (iii) the Corporation shall not in
fact have employed counsel to assume the defense of such action, in each of
which cases the fees and expenses of Agent’s separate counsel shall be at the
expense of the Corporation. The Corporation shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of the
Corporation or as to which Agent shall have made the conclusion provided for in
clause (ii) above; and



(c)        the Corporation shall not be liable to indemnify Agent
under this Agreement for any amounts paid in settlement of any action or claim
effected without its written consent, which shall not be unreasonably withheld.
The Corporation shall be permitted to settle any action except that it shall not
settle any action or claim in any manner which would impose any penalty or
limitation on Agent without Agent’s written consent, which may be given or
withheld in Agent’s sole discretion.



             8.
Expenses. The
Corporation shall advance, prior to the final disposition of any proceeding,
promptly following request therefor, all expenses incurred by Agent in
connection with such proceeding upon receipt of an undertaking by or on behalf
of Agent to repay said amounts if it shall be determined ultimately that Agent
is not entitled to be indemnified under the provisions of this Agreement, the
Bylaws, the Code or otherwise.


             9.
Enforcement. Any
right to indemnification or advances granted by this Agreement to Agent shall
be enforceable by or on behalf of Agent in any court of competent jurisdiction
if (i) the claim for indemnification or advances is denied, in whole or in
part, or (ii) no disposition of such claim is made within ninety (90) days of
request therefor. Agent, in such enforcement action, if successful in whole or
in part, shall be entitled to be paid also the expense of prosecuting [his/her] claim.
It shall be a defense to any action for which a claim for indemnification is
made under Section 3 hereof (other than an action brought to enforce a claim
for expenses pursuant to Section 8 hereof, provided that the required undertaking has
been tendered to the Corporation) that Agent is not entitled to indemnification
because of the limitations set forth in Section 4 hereof. Neither the failure
of the Corporation (including its Board of Directors or its stockholders) to
have made a determination prior to the commencement of such enforcement action
that indemnification of Agent is proper in the circumstances, nor an actual
determination by the Corporation (including its Board of Directors or its
stockholders) that such indemnification is improper shall be a defense to the
action or create a presumption that Agent is not entitled to indemnification
under this Agreement or otherwise.


             10.
Subrogation. In
the event of payment under this Agreement, the Corporation shall be subrogated
to the extent of such payment to all of the rights of recovery of Agent, who
shall execute all documents required and shall do all acts that may be
necessary to secure such rights and to enable the Corporation effectively to
bring suit to enforce such rights.





             11. Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall
not be exclusive of any other right which Agent may have or hereafter acquire
under any statute, provision of the Corporation’s Certificate of Incorporation
or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as
to action in [his/her] official capacity and as to action in another
capacity while holding office.


             12.
Survival of Rights.


(a)        The rights conferred on Agent by this Agreement shall
continue after Agent has ceased to be a director, officer, employee or other
agent of the Corporation or to serve at the request of the Corporation as a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and shall inure
to the benefit of Agent’s heirs, executors and administrators.



(b)       The Corporation shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Corporation, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession
had taken place.



             13.
Separability. Each
of the provisions of this Agreement is a separate and distinct agreement and
independent of the others, so that if any provision hereof shall be held to be
invalid for any reason, such invalidity or unenforceability shall not affect
the validity or enforceability of the other provisions hereof. Furthermore, if
this Agreement shall be invalidated in its entirety on any ground, then the
Corporation shall nevertheless indemnify Agent to the fullest extent provided
by the Bylaws, the Code or any other applicable law.


             14.
Governing Law. This
Agreement shall be interpreted and enforced in accordance

with the laws of the State of Delaware.


             15.
Amendment and Termination. No
amendment, modification, termination or

cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.


             16.
Identical Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute but one and the same Agreement. Only one such counterpart need be
produced to evidence the existence of this Agreement.


             17.
Headings. The
headings of the sections of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction hereof.


             18.
Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given (i) upon delivery if
delivered by hand to the party to whom such communication was directed or (ii)
upon the third business day after the date on which such communication was
mailed if mailed by certified or registered mail with postage prepaid:


(a)        If to Agent, at the address indicated on the signature
page hereof.






(b)       If to the Corporation, to:



INVISION
TECHNOLOGIES, INC.

7151 Gateway Blvd.

Newark, CA 94560



or to such other
address as may have been furnished to Agent by the Corporation.


             IN
WITNESS WHEREOF, the
parties hereto have executed this Agreement on and as of the day and year first
above written.


 


	 	INVISION TECHNOLOGIES, INC,
	 	 
	 	By:______________________________
	 	             Name:
	 	             Title:
	 	 
	 	AGENT
	 	 
	 	_________________________________
	 	Name: