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                                                                    EXHIBIT 14.1



                       CODE OF ETHICS AND BUSINESS CONDUCT

OVERVIEW

     InVision Technologies, Inc. is committed to promoting high standards of
ethical business conduct and full and accurate financial disclosure of its books
and records in compliance with applicable laws, rules, regulations and
accounting policies. All of InVision's employees and members of its Board of
Directors bear a responsibility for promoting integrity throughout the
organization, with responsibilities to stakeholders both within and outside
InVision. InVision expects all of its employees and members of its Board of
Directors to take this responsibility seriously and to provide prompt and
accurate answers to inquiries related to its public disclosure requirements.

INVISION'S STANDARDS FOR ETHICS AND BUSINESS CONDUCT

     All of InVision's employees and members of its Board of Directors are
subject to this Code of Ethics and Business Conduct. Each employee or member of
the Board of Directors agrees that he or she, to the best of his or her
knowledge and ability, will do the following in the performance of duties for
InVision:

     o    act with honesty and integrity, avoiding actual or apparent conflicts
          of interest in personal and professional relationships;

     o    communicate information in a manner that ensures full, fair, accurate,
          timely and understandable disclosure in reports and documents that
          InVision files with, or submits to, government agencies and in other
          public communications;

     o    comply with rules and regulations of federal, state and local
          governments, and other appropriate regulatory agencies;

     o    act in good faith, responsibly, with due care and diligence, without
          misrepresenting material facts or allowing one's independent judgment
          to be subordinated;

     o    respect the confidentiality of information acquired in the course of
          one's work except when authorized or otherwise legally obligated to
          disclose, and, in any event, not use confidential information for
          personal advantage;

     o    share knowledge and maintain skills important and relevant to a
          stakeholder's needs;

     o    proactively promote and be an example of ethical behavior as a
          responsible partner among peers, in the work environment and the
          community;

     o    achieve responsible use of and control over all material assets and
          resources employed by or entrusted to him or her; and
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     o    promptly report to InVision's Corporate Counsel or the Audit Committee
          of the Board of Directors any conduct that the individual believes to
          be a violation of law or business ethics (or a conflict of interest
          between personal and professional relationships) or of any provision
          of this Code of Ethics and Business Conduct, including any transaction
          or relationship that reasonably could be expected to give rise to such
          a conflict; and

     o    cooperate in investigations of alleged violation of this Code of
          Ethics and Business Conduct.

HOW TO REPORT IMPROPER OR UNETHICAL BUSINESS CONDUCT
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     If you are aware of a suspected or actual violation of this Code of Ethics
and Business Conduct by others, you have a responsibility to report it. InVision
has established two methods for you to report actions that may violate this Code
of Ethics and Business Conduct, including an accounting or financial concern.
You should be confident that you will not be retaliated against based on a good
faith report of misconduct. While we prefer that you give your name and other
pertinent information when making a report because it makes the investigation
and resolution of the violations you are reporting more effective and efficient,
you may also make a report anonymously. If reporting anonymously, you should
give a sufficiently detailed description of the factual basis and support for
the allegations to allow an appropriate investigation.

     You may report improper or unethical business conduct, including improper
financial practices, through either of the following methods:

     1.   Call InVision's Compliance Telephone Line at (510) 857-1173 or toll
          free at (866) 221-2683 and leave a message.

     2.   Go to the following website: http://alliance/disclosure.aspx. You can
          post a confidential message, which will be sent directly to InVision's
          Audit Committee.

     These procedures have been established so that properly trained individuals
will be made aware of and can then investigate any alleged financial misconduct
or alleged improper or unethical business conduct. You may not conduct your own
investigation either before or after making a report.

TYPES OF IMPROPER OR UNETHICAL BUSINESS CONDUCT THAT SHOULD BE REPORTED
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     This Code of Ethics and Business Conduct provides guidelines regarding
proper and ethical business conduct. In general, improper or unethical business
conduct includes (1) any activities that could distort InVision's reputation for
honesty, fairness, and integrity, (2) improper financial practices, and (3) any
other violation of InVision's standards for ethics and business conduct
described above. Improper financial practices generally include any activities
that could distort InVision's true financial results, whether positively or
negatively. Examples of improper financial practices include, but are not
limited to, the following:


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     o    fraud in the preparation, evaluation, review or audit of any financial
          statement of InVision (for example, concealing or falsifying data
          given to InVision's auditors);

     o    fraud in the recording and maintaining of financial records of
          InVision (for example, intentionally recording sales in the wrong
          period, capitalizing items that should be expensed or recording
          personal expenses as business expenses);

     o    noncompliance with InVision's internal accounting controls (for
          example, not obtaining required approvals);

     o    misrepresentation to a senior officer or InVision's auditors regarding
          a matter contained in the financial records, financial reports or
          audit reports of InVision;

     o    deviation from full and fair reporting of InVision's results of
          operations, financial condition or cash flows; or

     o    improperly influencing, coercing, manipulating or misleading any
          independent public or certified accountant engaged in the performance
          of an audit of InVision's financial statements.

NEXT STEPS

     o    Reports of improper or unethical business conduct involving employees
          other than Section 16 officers will be reviewed and investigated under
          the direction of the Company's management, reports of improper or
          unethical business conduct involving Section 16 officers or members of
          the Board of Directors will be reviewed and investigated under the
          direction of the Board of Directors, and reports of improper financial
          practices will be reviewed and investigated under the direction of the
          Audit Committee and with the oversight of InVision's Corporate
          Counsel, InVision's Nominating and Corporate Governance Committee or
          such other person(s) as the Audit Committee determines to be
          appropriate. We will make reasonable efforts to maintain
          confidentiality to the extent consistent with the need to conduct an
          adequate review.

     o    Prompt and appropriate corrective action will be taken when and as
          warranted in the judgment of the Company's management, the Audit
          Committee and/or the Board of Directors, as applicable. Such
          corrective action may include termination of employment and, in
          appropriate cases, civil action or referral for criminal prosecution.

     o    You will not be retaliated against because of a good faith report or
          because you cooperate with an investigation of a suspected violation.
          Please note, however, that it is a violation of InVision's policy to
          submit a bad faith or false report. Any abuse, such as raising a
          malicious allegation, or one that you actually know to be unfounded,
          will be dealt with as a disciplinary matter.


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     IF YOU HAVE ANY QUESTIONS REGARDING THIS REPORTING PROCESS, PLEASE CONTACT
INVISION'S LEGAL DEPARTMENT OR YOUR HUMAN RESOURCES REPRESENTATIVE.

WAIVERS

     Any waiver of this Code of Ethics and Business Conduct for executive
officers or directors may be made only by InVision's Board of Directors and will
be promptly disclosed to InVision's stockholders in accordance with applicable
law, along with the reasons for the waiver.

NO RIGHTS CREATED

     This Code of Ethics and Business Conduct is a statement of fundamental
principles, policies and procedures that govern InVision's employees, officers
and directors in the conduct of InVision's business. It is not intended to and
does not create any legal rights for any customer, supplier, competitor,
stockholder or any other person or entity.


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