Prepared by MerrillDirect





InVision
Technologies, Inc.


KEY EMPLOYEE
AGREEMENT

for


Ross C. Mulholland


             This
Employment Agreement ("Agreement") is entered into as of the 6th day
of March 2001, by and between Ross C. Mulholland ("Executive") and InVision Technologies, Inc. (the "Company").


             Whereas, the Company desires to employ Executive to provide
personal services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and


             Whereas, Executive wishes to be employed by the Company and
provide personal services to the Company in return for certain compensation and
benefits;


             Now,
Therefore,
in consideration of the mutual promises and covenants contained herein, it is
hereby agreed by and between the parties hereto as follows:


             1.         Employment by the Company.


                         1.1       The
effective date of this Agreement shall be March 7, 2001.


                         1.2       Subject to terms set forth
herein, the
Company agrees to employ Executive in the position of Senior Vice President and
Chief Financial Officer and Executive hereby accepts such employment effective
as of March 7, 2001 (the "Employment Date").   During the term of his employment with the
Company, Executive will devote his best efforts and substantially all of his
business time and attention (except for vacation periods as set forth herein
and reasonable periods of illness or other incapacity permitted by the
Company's general employment policies) to the business of the Company.


                         1.3       Executive
shall serve in an executive capacity and shall perform such duties as are
customarily associated with his then current title, consistent with the Bylaws
of the Company and as required by the Company's Board of Directors (the
"Board") and Chief Executive Officer.  Executive shall perform his duties at such place or places, as
the Company shall reasonably designate.


                         1.4       The
employment relationship between the parties shall also be governed by the
general employment policies and practices of the Company, including those
relating to protection of confidential information and assignment of
inventions, except that when the terms of this Agreement differ from or are in
conflict with the Company's general employment policies or practices, this
Agreement shall control.





             2.         COMPENSATION.


                         2.1       Salary. 
Executive shall
receive for services to be rendered hereunder an annualized base salary of
$190,000, payable in accordance with the Company's regular payroll
schedule.  Such compensation is subject
to change in accordance with the policies of the Company, as determined by its
Board of Directors, in force from time to time.


                         2.2       Bonus. Executive
shall be eligible to receive a 2001
annualized target bonus, in the amount of $100,000, less standard deductions,
payable first quarter 2002.  Such bonus
is based on reaching the corporate and personal objectives as outlined in the
executive compensation plan.  Personal
objectives are to be determined within 2 months from start date.  The bonus program is subject to change in
accordance with the policies of the Company, as determined by the Board of
Directors in force from time to time.


                         2.3       Stock Options. 
 The Company
will grant to Executive under the InVision Technologies, Inc. Equity Incentive
Plan (“the Plan”) options to purchase 80,000 shares of the Company’s common
stock at an exercise price determined by the fair market value at the time of
the Board’s approval of the grant.  In
addition, the Company will grant an option for 30,000 shares after successful
completion of one year of employment, at an exercise price determined by the
fair market value at the time of the Board’s approval of the grant. Executive
acknowledges that there are no further commitments on behalf of the Company to
grant to Executive any additional options. 
The Board shall, however, consider granting additional options on an
annual basis at its discretion.


             3.         Proprietary Information Obligations.


                         3.1       Agreement. 
Executive
agrees to execute and abide by the Proprietary Information and Inventions
Agreement attached hereto as Exhibit A as a condition of employment.


                         3.2       Remedies. 
Executive's
duties under the Proprietary Information and Inventions Agreement shall survive
termination of his employment with the Company.  Executive acknowledges that a remedy at law for any breach or
threatened breach by him of the provisions of the Proprietary Information and
Inventions Agreement would be inadequate, and he therefore agrees that the
Company shall be entitled to injunctive relief in case of any such breach or
threatened breach.


             4.         Outside
Activities.


                         4.1       Except with
the prior written consent of the Company's Board of Directors, Executive will
not during the term of this Agreement undertake or engage in any other
employment, occupation or business enterprise, other than ones in which
Executive is a passive investor. 
Executive may engage in civic and not-for-profit activities so long as
such activities do not materially interfere with the performance of his duties
hereunder.







                         4.2       Except as permitted by Section 4.3,
Executive agrees not to acquire, assume or participate in, directly or
indirectly, any position, investment or interest known by him to be adverse or
antagonistic to the Company, its business or prospects, financial or otherwise.


                         4.3       During the
term of his employment by the Company, except on behalf of the Company,
Executive will not directly or indirectly, whether as an officer, director,
stockholder, partner, proprietor, associate, representative, consultant, or in
any capacity whatsoever engage in, become financially interested in, be
employed by or have any business connection with any other person, corporation,
firm, partnership or other entity whatsoever which were known by him to compete
directly with the Company, throughout the world, in any line of business
engaged in (or planned to be engaged in) by the Company; provided, however,
that anything above to the contrary notwithstanding, he may own, as a passive
investor, securities of any competitor corporation, so long as his direct
holdings in any one such corporation shall not in the aggregate constitute more
than 1% of the voting stock of such corporation.


                         4.4       Former Employment
 .  Executive
represents and warrants that his employment by the Company will not conflict
with and will not be constrained by any prior employment or consulting
agreement or relationship.  Executive
represents and warrants that he does not possess confidential information
arising out of prior employment which, in his best judgment, would be utilized
in connection with his employment by the Company, except in accordance with
agreements between his former employer and the Company.


             5.         Termination
Of Employment.


                         5.1       Termination Without Cause.


                                      (a)
        The Company
and Executive shall have the right to terminate Executive's employment with the
Company at any time without cause.


                                      (b)
       In the event
Executive's employment is terminated without cause, the Company shall continue
to pay Executive his base salary, less standard deductions and withholdings,
from the date of termination for six (6) months, or until he obtains other
employment, whichever occurs earlier.


                         5.2       Termination for Cause.


                                      (a)
        In the
event Executive's employment is terminated at any time with cause, he will not
be entitled to severance pay, pay in lieu of notice or any other such
compensation.


                                      (b)
       "Cause"
for termination shall mean: 
(a) indictment or conviction of any felony or of any crime
involving dishonesty; (b) participation in any fraud against the Company;
(c) breach of Executive's duties to the Company, including persistent
unsatisfactory performance of job duties; (d) intentional damage to any
property of the Company; or (e) conduct by Executive which in the good faith
and reasonable determination of the Board demonstrates gross unfitness to
serve.







                         5.3       Voluntary or Mutual Termination.



                                      (a) 
       Executive may voluntarily terminate his
employment with the Company upon ninety (90) days' notice, after which no
further compensation will be paid to Executive.


                                      (b)
       In the event
Executive voluntarily terminates his employment, he will not be entitled to
severance pay, pay in lieu of notice or any other such compensation.


             6.         Noninterference.


                         While
employed by the Company, and for two (2) years immediately following the
Termination Date, Executive agrees not to interfere with the business of the
Company by:


                                      (a)
        soliciting,
attempting to solicit, inducing, or otherwise causing any employee of the
Company to terminate his or her employment in order to become an employee,
consultant or independent contractor to or for any competitor of the Company;
or


                                      (b)
       directly or
indirectly soliciting the business of any customer of the Company which at the
time of termination or one year immediately prior thereto was listed on the
Company's customer list.


             7.         General
Provisions.


                         7.1       Notices.  Any
notices
provided hereunder must be in writing and shall be deemed effective upon the
earlier of personal delivery (including personal delivery by telex) or the
third day after mailing by first class mail, to the Company at its primary
office location and to Executive at his address as listed on the Company
payroll.


                         7.2       Severability. 
Whenever
possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provisions had never
been contained herein.


                         7.3       Waiver.  If
either party
should waive any breach of any provisions of this Agreement, he or it shall not
thereby be deemed to have waived any preceding or succeeding breach of the same
or any other provision of this Agreement.







                         7.4       Complete Agreement.
  This Agreement
and its Exhibit, together with the Members' Agreement of even date herewith and
its Exhibits, constitute the entire agreement between Executive and the Company
and it is the complete, final, and exclusive embodiment of their agreement with
regard to this subject matter.  It is
entered into without reliance on any promise or representation other than those
expressly contained herein, and it cannot be modified or amended except in a
writing signed by an officer of the Company.


                         7.5       Assignment. 
Neither this
Agreement nor any rights or obligations hereunder may be assigned by the
Company or by you.


                         7.6       Counterparts. 
This Agreement
may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.


                         7.7       Headings.  The
headings of
the sections hereof are inserted for convenience only and shall not be deemed
to constitute a part hereof nor to affect the meaning thereof.


                         7.8       Successors and Assigns.  This Agreement
is intended to bind and inure to the benefit of and be enforceable by Executive
and the Company, and their respective successors, assigns, heirs, executors and
administrators, except that Executive may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written
consent of the Company, which shall not be withheld unreasonably.


                         7.9       Attorneys' Fees.
  If either party
hereto brings any action to enforce his or its rights hereunder, the prevailing
party in any such action shall be entitled to recover his or its reasonable
attorneys' fees and costs incurred in connection with such action.


                         7.10     Choice of Law.  All
questions
concerning the construction, validity and interpretation of this Agreement will
be governed by the law of the State of California. 


                         7.11     Forum.  Any legal
action, suit or proceeding arising from or relating to this Agreement shall be
brought and maintained in the United States District Court for the Northern
District of California and the parties hereby submit to the jurisdiction
thereof.





             In
Witness Whereof, the parties have
executed this Agreement on the day and year first above written.


             InVision Technologies, Inc.


 


	 	By:	/s/ Donald E. Mattson	Date:  March 6, 2001
	 	 	Donald E. Mattson	 
	 	 	Chief Operating Officer	 
	 	 	 
	 	 	 
	 	Accepted and agreed this
  6th day of March , 2001
	 	 	 
	 	 	 
	 	 	/s/ Ross C. Mulholland

	 
	 	 	Ross C. Mulholland