**Exhibit 10.41**

 

*****Text Omitted and Filed Separately**

**Confidential Treatment Requested**

**Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2**

 

**REVISIONNO. 1 TO**

**AGREEMENTFOR PRODUCTS AND SERVICES**

**BETWEEN**

**INVISIONTECHNOLOGIES, INC.**

**AND**

**COORSTEK,INC.**

 

**THIS REVISION NO. 1 TO AN AGREEMENT FORPRODUCTS AND SERVICES is made by and between** CoorsTek,Inc., with offices located at 16000 Table Mountain Parkway, Golden, Colorado80403 (hereinafter “CoorsTek” or “Supplier”), and InVision Technologies, Inc., with offices located at7151 Gateway Boulevard, Newark, California 94560 (hereinafter “InVision” or“Customer”).

 

**WHEREAS**, effective June 10, 2002, the parties toentered into the original version of this Agreement;

 

**WHEREAS**, since the effective date of the originalagreement the parties have expanded the scope of their relationship;

 

**WHEREAS**, the parties now wish to amend certainprovisions of their Agreement to fully reflect the terms of the relationshipbetween them;

 

**WHEREAS**, the parties now wish to enter into thisRevision No. 1 to the Agreement and intend for Revision No. 1 to be theAgreement controlling their relationship;

 

**NOW, THEREFORE**, inconsideration of the promises, mutual covenants and agreements containedherein, the receipt and sufficiency of which are hereby acknowledged, Customerand Supplier agree as follows:

 

**1.****             DEFINITIONS**

The termsdefined in this Section 1 shall have the meanings set forth below whenever theyappear in this Agreement, unless a different definition is described for aparticular Section or provision:

 

**1.1.****                            “Affiliate”**means (i) any corporation, subsidiary, or business entity forty percent (40%)of which is owned directly or indirectly by Customer, or (ii) any corporationwhich directly or indirectly owns forty percent (40%) or more of Customer, or(iii) any corporation, subsidiary, or business entity under the direct orindirect control of such corporation, subsidiary, or business entity asdescribed in (i) or (ii).

 

**1.2.****                            “Agreement”**means this written contract between Customer and Supplier covering the purchaseof Products and Services together with the Statement of Work, attachedexhibits, and amendments to this Agreement issued in accordance with theSection 25 entitled “Amendments”.

 

**1.3.****                            “Liabilities”**means all judgments, orders, awards, claims, damages, losses, liabilities,costs and expenses, including, but not limited to, court costs and reasonableattorneys’ fees.

 

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**1.4.**                            **“Change”**means a Customer or Supplier proposed change to the Supplier’s obligationshereunder.

 

**1.5.****                            “Customer”**means InVision Technologies, Inc. and shall also include any Affiliate ofInVision that places any Order(s) or obtains any Products or Services underthis Agreement.

 

**1.6.**                            **“FinalAcceptance Test”** means inspection by the Federal AviationAdministration (FAA), an entity approved by the FAA, or other authorizedgovernment authority to perform such test of any Products delivered under thisAgreement.

 

**1.7.****                            “Order(s)”**means a written or electronic offer by Customer for Products or Services thatshall be deemed to incorporate all provisions of this Agreement.

 

**1.8.****                            “Products”**means any deliverables under this Agreement, including assemblies, componentsand subassemblies associated with a System.

 

**1.9.****                            “Services”** means the work to be performed by Supplier under this Agreementin providing Supply Chain Management, Assembly Services, or field servicesupport and excludes work performed by Supplier in providing Products.

 

**1.10.****                     “Statement(s)Of Work”** means the written instruments made part of this Agreement by this referencedescribing, among other things, the scope of the Products to be delivered orServices to be performed by Supplier hereunder, the time frame for completionthereof and the fee(s) associated therewith.

 

**1.11.****                     “Supplier”**means CoorsTek, Inc., and shall also include any Affiliate of CoorsTek thatprovides any Products or Services under this Agreement.

 

**1.12.****                     “System”**means an InVision model CTX 2500, CTX 5500DS, or CTX9000DSiexplosive detection system (EDS).

 

**2.****             TERM**

This Agreement shall commence upon the execution hereof and shallcontinue until June 9, 2003 and may berenewed for consecutive one-year term(s) if Customer provides Supplier withwritten notice of its intent to renew at least 30 days prior to expiration.

 

**3.****             TERMINATION**

**3.1**.                            The rights and obligationscreated herein shall be subject to termination only in accordance with thetermination provisions of this Agreement.

 

**3.2**.                            Either party to thisAgreement shall have the right to terminate a singular Statement of Work uponthe following conditions.  In the eventof a breach of a material term of a singular Statement of Work, thenon-breaching party shall give the breaching party written notice of thebreach.  The breaching party will haveten (10) business days to cure such breach or within ten (10) business days ofreceiving the notice, must provide to the non-breaching party an acceptableplan to cure the breach.  Failure tocure the breach or to set forth an acceptable plan to cure the breach within theallotted time frame shall give the non-breaching party the right to immediatelyterminate that singular Statement of

 

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Work for causepursuant to the wind down provision contained in the subject Statement of Work

 

**3.3.**                            Customer shall have theright to terminate this Agreement if Customer’s contract with the FederalAviation Administration and/or Transportation Security Administration isterminated or substantially reduced by the government. Upon written notice ofsuch a termination, Supplier shall cease performance of all Services andmanufacture of all Products, as provided in the applicable Statement ofWork(s).

 

**3.4.**                            Termination under thisSection 3 shall not limit or affect either party’s rights or obligationsarising under this Agreement prior to such termination.

 

**4.****             SCOPE OF PRODUCTS AND SERVICES**

 

**4.1.**                            Services- The description of the Services, together with the time(s) of performance aredescribed in this Agreement and Attachment 1 the Supply Chain ManagementServices Statement of Work and Attachment 2 Assembly Services Statement ofWork. The Services shall be performed upon such terms as set forth in theStatements of Work and this Agreement.

 

**4.2.**                            Products– Attachment 3 the Statement of Work for Components contains a description ofthe Products to be provided under this Agreement.  Products shall be manufactured and delivered upon such terms asset forth in Attachment 3 and this Agreement.

 

**4.3.**                            FieldService or Spares - Attachment 4, when and if negotiated by the parties willcontain the Statement of Work for Field Services or Spares to be provided underthis Agreement, if any.

 

**5.****             AGREEMENTCHANGE ORDERS**

 

**5.1.**                            Duringthe term of this Agreement, Customer or Supplier agree to meet not lessfrequently than once per calendar quarter to review Supplier’s performanceunder this Agreement.  If as a result ofthese quarterly meetings, or as otherwise may arise during the term of thisAgreement, Customer proposes a change in Supplier’s obligations hereunder, thenall such Changes shall be implemented pursuant to the procedures set forth inthis Section.

 

**5.2.**                            IfCustomer desires to propose a Change, it shall deliver a written notice to theSupplier describing the Change proposal and establishing a reasonable periodfor Supplier to respond.  Supplier shallrespond to such proposal within the time stated in the proposal by preparingand delivering to the Customer, a written document indicating:

 

**5.2.1.**                  the effect ofthe proposal, if any, on the amounts payable by Customer under this Agreement;

 

**5.2.2.**                  the effect ofthe proposal, if any, on Supplier’s performance of its obligations under thisAgreement;

 

**5.2.3.**                  the anticipatedtime schedule for implementing the proposal; and

 

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**5.2.4.**                  any other informationrequested in the proposal or reasonably necessary for Customer to make aninformed decision regarding the proposal.

 

**5.3.**                            IfCustomer accepts the change proposal response by the Supplier, the partiesshall amend this Agreement to incorporate such changes.

 

**5.4**.                            Nochange shall be made by the Supplier without the written consent ofCustomer.  If Supplier desires topropose a Change, it shall deliver a written request to Customer, which shallinclude the information described in Section 5.2 above.

 

**5.5.**                            In theevent that Customer and Supplier can not agree on a Change, then Supplier willperform the Change as instructed by Customer, and Customer will pay aprovisional fee in an amount as determined by Customer.  The actual amount of the fee will be determinedin accordance with the Dispute Resolution clause 20 of this Agreement.

 

**6.****             FEE(S)**

Asconsideration for Supplier’s manufacture of the Products and performance of theServices, Customer agrees to pay Supplier the Fee(s) set forth in theapplicable Statement of Work.

 

**7.****             INVOICES AND PAYMENTS**

Payment termsare net [***] days unless noted otherwise in the applicable Statement ofWork.  A late payment charge of [***]%per month (annual rate of [***]%) will be added to past due accounts, unlessother arrangements are made.  All ordersare subject to management approval of and periodic review of credit, export andpayment terms, which may be modified by Supplier on reasonable notice for goodcause.  When Wire Remittance is requiredor necessary, remittance should be made to:

 

COORSTEK

c/o LaSalleBank National Association

ABA #:0071000505

Swift #:  [***]

Acct #:  [***]

 

When CheckRemittance is required or necessary, checks should be sent to:

 

COORSTEK

c/o Bank ofAmerica

135 SouthLaSalle Dept. # 3193

Chicago,Illinois   60674-3193

 

**8.****             WARRANTIES**

 

**Except as set forth in the applicableStatement of Work SUPPLIER MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER,EXPRESS OR IMPLIED.  SUPPLIER EXPRESSLYDISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE.**

 

**9.****             CONFIDENTIALITY/PROTECTION OF PROPRIETARYRIGHTS**

 

All of theCustomer’s specifications and processes are Confidential Information, and shallbe protected from disclosure as provided in the Non-Disclosure Agreementbetween Customer and

 

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Supplier datedJanuary 8, 2002, attached to this Agreement as Attachment 6 and made a parthereof.

 

**10.****          INDEPENDENT CONTRACTOR**

Supplier andCustomer hereby declare and agree that they are engaged in independentbusinesses and will perform their respective obligations under this Agreementas independent contractors and not as the agent or employee of the other party;that the persons performing services hereunder are not agents or employees of theother party; that each party has and hereby retains the right to exercise fullcontrol of and supervision over the performance of its obligations hereunderand full control over the employment, direction, compensation and discharge ofall employees assisting in the performance of such obligations; that each partywill be solely responsible for all matters relating to payment of itsemployees, including compliance with workers’ compensation, unemployment,disability insurance, social security withholding, and all other federal, stateand local laws, rules and regulations governing such matters; and that eachparty will be responsible for its own acts and those of its agents, employeesand subcontractors during the performance of its obligations under this Agreement.Each party agrees that its employees are not entitled to unemployment insurancebenefits from the other party as a result of performing under thisAgreement.  Each party is responsiblefor and shall pay all assessable federal and state income tax on amounts paidunder this Agreement.

 

**11.****          INDEMNITY**

**11.1.**                     Customershall indemnify and hold harmless Supplier, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from any Liabilities arising fromand in connection with Supplier providing Services or Products under thisAgreement or from Customers’ use of Product(s) or the acts or omissions ofCustomer, its agents and employees and others under its direction or controlexcept to the extent such Liabilities are caused by or are the result of thenegligence or willful misconduct of Supplier. Such Liabilities shall include, but not be limited to, thoseattributable to personal injury, sickness, disease or death; and/or result frominjury to or destruction of real or personal property including loss of usethereof, theft, misuse or misappropriation.

 

**11.2.**                     Suppliershall indemnify and hold harmless Customer, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from any Liabilities arising fromand in connection with Supplier providing Services or Products under thisAgreement or the acts or omissions of Supplier, its agents and employees andothers under its direction or control except to the extent such Liabilities arecaused by or are the result of the negligence or willful misconduct ofCustomer.  Such Liabilities shallinclude, but not be limited to, those attributable to personal injury,sickness, disease or death; and/or result from injury to or destruction of realor personal property including loss of use thereof, theft, misuse ormisappropriation.

 

**11.3.**                     Customershall indemnify and hold harmless Supplier, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from and against all Liabilitiesarising out of or resulting from (i) assertions under workers’ compensation orsimilar employee benefit acts made by Customer or any of Customer’s employees,agents, subcontractors, or subcontractors’ employees or agents, or (ii) anyother claim which may be asserted by any of Customer’s employees, customers,agents, subcontractors or subcontractor’s employees or agents against Supplier,its owners, parents, affiliates, subsidiaries, agents, directors and employeesexcept to the extent such claim is the direct result of the gross negligence orwillful misconduct of Supplier.

 

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**11.4.**                     Suppliershall indemnify and hold harmless Customer, its owners, parents, Affiliates,subsidiaries, agents, directors and employees from and against all Liabilitiesarising out of or resulting from (i) assertions under workers’ compensation orsimilar employee benefit acts made by Supplier or any of Supplier’s employees,agents, subcontractors, or subcontractors’ employees or agents, or (ii) anyother claim which may be asserted by any of Supplier’s employees, suppliers(but not including suppliers under supply chain management services), agents,subcontractors or subcontractor’s employees or agents against Customer, itsowners, parents, affiliates, subsidiaries, agents, directors and employeesexcept to the extent such claim is the direct result of the gross negligence orwillful misconduct of Customer.

 

**11.5.**                     The foregoingindemnification obligations are conditioned upon the following:

** **

**11.5.1.**           The party claiming aright to be indemnified (“Indemnified Party”) notifies the other party(“Indemnifying Party”) within ten (10) days of receipt or notice of any claimor action for which the Indemnified Party will seek indemnification;

 

**11.5.2.**           The Indemnifying Partyhas sole control of the defense and/or settlement of any claim;

 

**11.5.3.**           The Indemnified Partyshall furnish to the Indemnifying Party, upon request, information available tothe Indemnified Party for such defense; and

 

**11.5.4.**           The Indemnified Partyshall provide the Indemnifying Party with reasonable assistance in connectionwith such defense.

 

**12.****          INSURANCE**

 

**12.1.**                     Supplierwill, at its expense, procure and maintain insurance on all of its operations,including the policies listed below. Supplier will furnish certificates ofinsurance as requested.

 

**12.1.1.**    Workers’ Compensation Insurance in thestatutory amount.

 

**12.1.2.**    Employer’s Liability Insurance, in theamount of $[***] per occurrence.

 

**12.1.3.****          **CommercialGeneral Liability Insurance, including coverage for property damage andpersonal injury, in the amount of $[***] per occurrence.

 

**12.1.4.****          **PropertyInsurance, including coverage for Customer owned material located on Supplier’spremises and in transit, in the amount of $[***] per occurrence.  Commercial Automobile Liability Insurancewith a $[***] combined single limit.

 

**12.2.**                     Customerwill, at its expense, procure and maintain insurance on all of its operations,including the policies listed below. Customer will furnish certificates ofinsurance as requested.

 

**12.2.1.**           Workers’ CompensationInsurance in the statutory amount.

 

**12.2.2.**           Employer’s LiabilityInsurance, in the amount of $[***] per occurrence.

 

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**12.2.3.**           Commercial GeneralLiability Insurance, including coverage for property damage and personalinjury,  in the amount of $[***] peroccurrence.

 

**12.2.4.**           Products liabilitycoverage, including aviation related products, war risk and terrorism coverage,including coverage for property damage and personal injury, in the amount of$[***] per occurrence.

 

**12.2.5.**           Commercial AutomobileLiability Insurance with a $[***] combined single limit.

 

# **13.**          PATENT, TRADEMARK,COPYRIGHT OR TRADE SECRET INDEMNIFICATION

 

**13.1.**                     Customer shall indemnify and holdharmless Supplier, its owners, parents, Affiliates, subsidiaries, agents,directors and employees from and against all Liabilities that may result byreason of any infringement or claim of infringement of any patent, trademark,copyright, trade secret or other proprietary right relating to the designand/or use of the Systems.  Customerwill defend and/or settle at its own expense any action brought againstSupplier to the extent that it is based on a claim that the System design(s)and/or the use thereof, infringe any patent, trademark, copyright, trade secretor other proprietary right.

 

**13.2.**                     If a preliminary or final judgmentshall be obtained against Supplier based upon its providing of Services orProduct(s) or any part thereof by reason of alleged infringement, or if inSupplier’s opinion, such System(s) or any part thereof, and/or the use thereofare likely to become subject to a claim for infringement, Customer shall, atits expense and option and without any effect or waiver of any right Suppliermay possess at either law or equity, either: (1) procure for Supplier the rightto continue manufacturing and using such System(s); or (2) replace or modifySystem(s) so that it becomes non-infringing but only if the modification orreplacement does not adversely affect the Supplier’s rights or ability to usesame as specified herein.

 

**13.3.**                     Supplier shall indemnify and holdharmless Customer, its owners, parents, Affiliates, subsidiaries, agents,directors and employees from and against all Liabilities that may result byreason of any infringement or claim of infringement of any patent, trademark,copyright, trade secret or other proprietary right relating to the Supplier’ssupply chain management and/or manufacturing and assembly processes.  Supplier will defend and/or settle at itsown expense any action brought against Customer to the extent that it is basedon a claim that the supply chain management and/or manufacturing and assemblyprocesses and/or the use thereof, infringe any patent, trademark, copyright,trade secret or other proprietary right.

 

**13.4.**                     If a preliminary or final judgmentshall be obtained against Customer based upon its providing of supply chainmanagement and/or manufacturing and assembly processes or any part thereof byreason of alleged infringement, or if in Customer’s opinion, such supply chainmanagement and/or manufacturing and assembly processes or any part thereof,and/or the use thereof are likely to become subject to a claim forinfringement, Supplier shall, at its expense and option and without any effector waiver of any right Customer may possess at either law or equity, either:(1) procure for Customer the right to continue using such Services; or (2)replace or modify Services so that they become non-infringing but only if themodification or replacement does not adversely affect the Customer’s rights orability to use same as specified herein.

 

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**13.5.**                     The foregoingindemnification obligations are conditioned upon the following:

 

**13.5.1.**           The party claiming aright to be indemnified (“Indemnified Party”) notifies the other party(“Indemnifying Party”) within ten (10) days of receipt or notice of any claimor action for which the Indemnified Party will seek indemnification;

 

**13.5.2.**           The Indemnifying Partyhas sole control of the defense and/or settlement of any claim;

 

**13.5.3.**           The Indemnified Partyshall furnish to the Indemnifying Party, upon request, information available tothe Indemnified Party for such defense; and

 

**13.5.4.**           The Indemnified Partyshall provide the Indemnifying Party with reasonable assistance in connectionwith such defense.

 

**14.****          ADVERTISING; PUBLICITY**

Customer and Supplier grant to each other permission to reference theother in advertising, promotional efforts and publicity so long as the partyoriginating the advertisement, promotional effort or publicity provides theother party prior notice.   Nothing inthis section shall prohibit either party from making any disclosure ordered bya court or agency of competent jurisdiction or otherwise required by law.

 

**15.****          PLANT AND WORK RULES**

Supplier and Customer, while on the premises of the other shall complywith all plant rules and regulations including, where required by governmentalregulation, submission of satisfactory clearance from the appropriategovernmental authorities.

 

**16.****          FORCEMAJEURE**

Neither party shall be liable for failure to perform when such failureis caused by unforeseeable force majeure circumstances.  If such circumstances occur, the partyinjured by the other’s inability to perform may elect to (1) terminate thatportion of this Agreement adversely impacted by the failure to perform and asspecified in Section 3 of this Agreement; and/or (2) suspend that portion ofthis Agreement adversely impacted by the failure to perform for the duration ofthe force majeure circumstances, and then resume performance under thisAgreement.  The party experiencing theforce majeure circumstances shall cooperate with and assist the injured partyin all reasonable ways to minimize the impact of such circumstances on theinjured party, including assisting in locating and arranging for substituteProducts or Services.

 

**17.****          SUPPLIER’SRIGHT FOR FIRST OPPORTUNITY TO SUBMIT OFFER**

Customer shall give Supplier the first opportunity to submit an offerto provide Supply Chain Management Services related to any new productsoutsourced by Customer.

 

**18.****          RESERVATION OF RIGHTS**

Neither party’s delay or failure in enforcing any right or remedyafforded hereunder or by law shall prejudice or operate to waive that right orremedy or any other right or remedy which it shall have available; nor shallany such failure or delay operate to waive either party’s rights to anyremedies due to a future breach of this Agreement, whether of a like or differentcharacter.

 

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**19.****          SEVERABILITY**

In the event that a court or a governmental or regulatory agency withproper jurisdiction determines that this Agreement or a provision of thisAgreement is unlawful respectively, this Agreement, or that provision of thisAgreement, to the extent it is unlawful, shall terminate.  If a provision of this Agreement isterminated but the parties can continue legally, commercially and practicablywithout the terminated provision, the remainder of this Agreement shallcontinue in effect.  No additionalliability shall attach to either party as a result of any such termination.

 

**20.****          DISPUTE RESOLUTION**

Any controversy, claim, or dispute arising out of or relating to thisAgreement, or the breach thereof, shall be settled through good faithnegotiation between the parties.  In theevent that said negotiations are not successful, the controversy, claim, ordispute shall be resolved through arbitration. Such arbitration shall take place in San Francisco, California and shallproceed in accordance with Commercial Arbitration Rules of the AmericanArbitration Association and the laws of the State of California without regardto the provisions thereof concerning conflict of laws.  All costs and expenses of the arbitration(including fees of the arbitrators) shall be split equally between theparties.  The non-prevailing party shallpay the prevailing parties attorney fees in any such arbitration.

 

**21.****          NONEXCLUSIVE AGREEMENT**

Except as set forth in section 17 above, it is expressly understood andagreed that this Agreement does not grant to Customer or Supplier any exclusiveprivileges or rights and Supplier and/or Customer may contract with otherCustomers and/or Suppliers to provide comparable services.

 

**22.****          ASSIGNMENT**

Neither partymay assign this Agreement without the express written permission of the otherparty.  Provided, however, that a changein control of a party, by merger, acquisition or other change in stockownership, shall not be deemed to be an assignment.

 

**23.****          SETOFF**

All claims for money due or to become duefrom one party shall be subject to deduction or setoff by the other party byreason of any counterclaim arising out of this or any other transaction withthat party.

 

**24.****          REMEDIES CUMULATIVE**

The remedies provided herein shall be cumulative and in addition to anyother remedies provided by law or equity.

 

**25.****          AMENDMENTS**

No change or modifications of any terms or conditions herein shall bevalid or binding on either party unless made in writing and signed by Customerand an authorized representative of Supplier.

 

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**26.****          NOTICES**

Any notice required to be given hereunder shall be in writing and shallbe addressed to the parties at their respective address set forth below.  All notices shall be deemed given five (5)days after mailing by certified mail, return receipt requested, and one (1) dayafter sending by a nationally recognized overnight courier service whichprovides a delivery receipt.

 
| Customer:                |   | Supplier:                     |
|--------------------------|--------|-------------------------------|
| InVision Technologies    |   | CoorsTek,  Inc.               |
| 7151 Gateway Boulevard   |   | Legal  Services Office        |
| Newark, California 94560 |   | 16000 Table  Mountain Parkway |
|                     |   | Golden,  Colorado 80403       |

 

**27.****          WAIVER**

Either party’s failure to insist on performance of any of the terms orconditions herein or to exercise any right or privilege, or either party’swaiver of any breach hereunder shall not be construed to be a waiver, or waiveany other terms, conditions, or privileges, whether of the same or similartype.

 

**28.****          GOVERNING LAW**

This Agreementand all transactions hereunder shall be governed by and construed in accordancewith the laws of the State of California, without regard to any provisionsregarding conflict of laws.

 

**29.****          INTELLECTUAL PROPERTY**

Allintellectual property rights in Supplier’s supply chain management andmanufacturing and assembly processes, including without limitation utilitypatent, design patent, trademark and copyright, are the sole property ofSupplier.  All intellectual propertyrights in the Product, including without limitation utility patent, designpatent, trademark and copyright, all Customer specifications, and all methodsof manufacturing the Products as provided by Customer, are the sole property ofCustomer.  If Supplier makes animprovement to the Products, the specifications or the method of manufacturingthe Products, then Supplier hereby grants Customer a perpetual, irrevocable,exclusive and royalty-free license to use such improvements.  Notwithstanding the foregoing, if Suppliermakes an improvement to a method of manufacturing the Products that can beapplied to products that do not compete with Customer’s Products, thenSupplier’s grant of license shall be non-exclusive and Supplier shall not granta license to any party that competes, directly or indirectly, with Customer.

 

**30.****          LIMITATION OF LIABILITIES**

Notwithstanding any other provision of this Agreement, neither partyshall be liable to the other for special, indirect, consequential or incidentallosses or damages of any kind or nature whatsoever, including but not limitedto lost profits, lost records or data, lost savings, loss of use of facility orequipment, loss by reason of facility shut-down or non-operations or increasedexpense of operations, or other costs, charges, penalties, or liquidateddamages, regardless of whether arising from breach of contract, warranty, tort,strict liability or otherwise, even if advised of the possibility of such lossor damage or if such loss or damage could have been reasonably foreseen.

 

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**31.****          EXPORTAND IMPORT CONTROL**

 

**31.1.****      **TheProduct is subject to the Export Control regulations of the United StatesDepartment of State and/or the United States Department of Commerce.  Customer agrees to provide Supplier with allnecessary information to comply with the all export laws, controls andregulations of the United States Government. Customer will be the United States Principal Party of Interest andaccordingly, Customer shall be responsible and liable for all aspects of exportcompliance.

 

**31.2.****      **Customerwill be the Importer of Record and accordingly shall be responsible and liablefor all aspects of import compliance necessary to obtain System components.

 

**32.****          GOVERNMENTSUBCONTRACT**

This Agreementis a subcontract under Customer’s contract with the Federal AviationAdministration, Contract No. DTFA01-02-C-00023.  Supplier shall comply with the contract clauses listed below.  Supplier may obtain the full text of theseclauses via Internet at: http://fast.faa.gov (on this web page, select“toolsets”, then “procurement toolbox”).

 
| 3.6.2-9   | Equal  Opportunity                                                 | August 1998  |
|-----------|--------------------------------------------------------------------|--------------|
| 3.6.2-12  | Affirmative  Action for Special Disabled and Vietnam  Era Veterans | January 1998 |
| 3.6.2-13  | Affirmative  Action for Workers with Disabilities                  | April 2000   |
| 3.2.2.3-8 | Audit and  Records                                                 | April 1996   |

 

**33.****          DEFENSEPRIORITY**

This Agreementis subject to a Defense Priority and Allocation System (DPAS) Rating ofDO-H8.  Supplier shall fill this orderin compliance with the DPAS regulations, 15 CFR Part 700.

 

**34.****          SURVIVAL**

The followingSections of this Agreement shall survive any termination thereof, 1, 3, 4, 6,7, 8, 9, 11, 13, 17, 18, 19, 20, 26, 27, 28, 29, 30, 31, 35, 36 and 37.

 

**35.****          HEADINGS**

Headings areintended solely as a convenience and shall not control the meaning orinterpretation of any provision of this Agreement.

 

**36.****          CONSTRUCTION**

The partiesacknowledge that they and their respective counsel have reviewed this Agreementin its entirety and have had a full and fair opportunity to negotiate itsterms.  Each party therefore waives allapplicable rules of construction that any provision of this Agreement should beconstrued against its drafter, and agrees that all provisions of the Agreementshall be construed as a whole, according to the fair meaning of the languageused.

 

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# **37.**          ENTIRE AGREEMENT

This Agreementconstitutes the entire agreement between the parties hereto and supersedes anyprevious agreements or understandings whether oral or written.  The printed terms and conditions containedin purchase orders, invoices or other documents issued by Customer with respectto this Agreement, whether previously or in the future, shall be of no effectand shall be superseded by this Agreement. In the event of any conflict between or among any documents which arepart of this Agreement, precedence shall be given first to the text of thisAgreement and second to its Attachments, and third to its Exhibits. Any term orcondition, other than delivery date, quantity or price terms, on an Order,acknowledgment form, or other forms or documents will not apply and areobjected to, unless such term is approved in writing by an authorizedrepresentative of each party.

 

**IN WITNESS WHEREOFthe parties have caused this Agreement to be executed by their duly authorizedrepresentatives as of the last date of signature written here below.**

 
| **CoorsTek, Inc.**:                             | **InVision  Technologies:**                    |
|-------------------------------------------------|------------------------------------------------|
|                                            |                                           |
|                                            |                                           |
| **By:**                                         | **/s/ David Morosoli**                         |   | **By:** | **/s/ Brad Dudschus** |   |
| **Name: David  Morosoni**                       | **Name: Brad Dudschus**                        |
| **Title:   V.P. Assembly Operations** | **Title:   Supply Chain Operations** |
| **Date:**                                       | **1/24/03**                                    |   | **Date:** | **1-24-03** |   |
|                                                 |                                                |  |  |  |  |  |  |  |  |

 

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**ATTACHMENT1**

**SUPPLYCHAIN MANAGEMENT SERVICES**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

This Statement of Work isattached to and made a part of that certain Agreement for Services(“Agreement”), by and between CoorsTek, Inc., (“Supplier”) and InVisionTechnologies (“Customer”).

 

**1.****     ServicesDescription**

 

**a.****      **Overall:  Supplier shall receive instructions fromCustomer to carry out Supply Chain Management (SCM) Services in the performanceof this Agreement, including procurement, for Customer related to the assemblyof the Systems.  Supplier will beresponsible for managing (on behalf of Customer) an estimated 350 componentsuppliers.  Supplier will provide afacility for the receipt and inspection of all components purchased fromsuppliers.

 

**b.****      **ProcurementPlanning and Execution:  Basedsolely on Customer’s released Master Production Schedule andCustomer-controlled Bills of Materials, Supplier will generate MaterialsResource Planning (MRP) to determine order requirements; Supplier willnegotiate price, lead time, and delivery on behalf of Customer; Supplier, onbehalf of Customer using forms provided by or approved by Customer will useboth traditional (discrete Purchase Orders (PO)) and more advanced (VendorManaged Inventory, Just-in-Time/Kanbans) purchasing mechanisms to bring therequired inventory into the physical and logical system; it is the Customer’sintent that the Supplier execute the procurement activities to meet allfirm-planned orders reflected in the Master Production Schedule, to mitigatematerial liability,  and to planprocurement activities to meet the forecasted demand; all changes to Customer’sApproved Vendor List / Approved Parts List need the Customer’s approval andmust pass through the Change Notification process described in Section 5 of theAgreement, to cut-in the approved change; Supplier will ensure fair andequitable treatment of all multiple-source suppliers given equal performance interms of cost, schedule, and quality.

 

**c.****      **Receiving,Receiving Inspection, and Receiving Test: Based on Customer’s designations for receiving inspection andcomponent-level testing, Supplier, either directly or through suppliersauthorized by Customer will evaluate incoming materials to ensure conformanceto standards; known “good” product will be accepted and stored by the Supplier;non-conforming material will be immediately returned to the vendor by theSupplier.

 

**d.****      **AccountsPayable Administration:  Based onconfirmed “good” product (see section above) and accepted receipts, Supplierwill supply Customer with weekly check run requirements along with auditablerecords (POs, shipping documents, receiving documents); Supplier will transferto Customer’s system (ROI*) the following information by cost category(standard cost, PPV, freight, tooling, NRE, expedite charges).

 

**e.****      **InventoryManagement and Control:  Supplierwill physically store and control Customer’s inventory at several locations(Central Warehouse, WIP Warehouses, and a single Material Review Board (MRB)Warehouse); logically, the detailed inventory records and transactions willreside in the Supplier’s Enterprise Resource (ERP) system; Supplier willprovide on-site support to ensure accurate transactions at the manufacturingsites (Supplier’s and Customer’s); Supplier will conduct on-going cycle countactivities as well and will review all adjustments with Customer – Customerretains the responsibility to approve adjustments; Customer-defined reports andaudits will be used to verify the accuracy of the Supplier’s inventory controlsystem.

 

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**f.****       **MaterialHandling:  Supplier will providematerial handlers who will be responsible for the line-side supply usingKanbans and Demand Flow techniques; Supplier’s material handlers will moveknown “good” material to the line to prevent stock-outs and will rapidlyremove/disposition defective material; additionally, Supplier will activelymanage the shortage list – expediting material as required to ensure continuityof supply to both production sites; Supplier will measure delivery performanceto each site and will regularly review performance with Customer.

 

**g.****      **MaterialReview Board (MRB) for Discrepant Items: Supplier will maintain a physical MRB at  both assembly sites and one logical MRB in its ERP system;Supplier will clear MRB on a daily basis working with Customer and any otherContract Manufacturer; Supplier owns responsibility for driving dispositioningmaterial for continued use or re-work; Supplier retains responsibility forreturning material to vendor when it cannot be used in the production process;Supplier will collect and report quality statistics based on the MRB activity;Supplier will regularly measure and report performance to Customer and willdrive continuous improvement of the supply base.

 

**h.****      **ReturnMaterial Authorization (RMA) and Return to Vendor (RTV) forComponents/Sub-systems:  WhenSupplier finds defective materials, it will request RMAs from the vendors andthe manage the returns process; Supplier will manage its MRP to compensate forthe discrepant material and will work with the vendors to prevent anystock-outs; Supplier will generate credits to Customer based on the returns.

 

**2.****     Fee**

 

**a.****       Non-RecurringExpenses (“NRE”).**Supplier willsubmit proposed NRE charges for approval prior to initiating order.  Supplier will bill Customer [***] for NREincurred during the [***].  NRE isintended to cover production set-up expenses including extraction, testingareas, assembly fixtures, tooling fixtures, electrical accommodations, etc.  An NRE, not to exceed $[***], will bereimbursed by Customer for the inclusion of CTX9000Dsi SCM activities.

 

**b.****       Fee.**  Supplier shall issue an invoice toCustomer[***] based upon number of unit starts as determined by gantries placedat assembly station 1 as illustrated in Attachment 6 **Business Structure and MaterialsManagement Overview**.  Theaddition of material management services for related products such as fieldsupport is possible and the rate structure will be adjusted by mutual consentof the Supplier and Customer to accommodate changes in quantity/volume that mayresult.

 

•                  Q12003 SCM Fee:  Based upon a quarterlycombined volume estimate of [***] units the SCM fee for the CTX 2500 is $[***]per unit, the SCM fee for the CTX 5500 is $[***] per unit, and the SCM fee forthe CTX 9000 is $[***] per unit.

•                  SCMFees for subsequent quarters will be determined based upon the quantity ofsystems forecast by InVision for the quarter.

 

**3.****     Inspectionand Acceptance**

**a.****     Inspection**- Customer may inspect Services performed by Supplier and/or its subcontractorsin progress or completed at any time.

**b.****     Acceptance**shall be deemed to occur no later than when Customer issues payment for SCMServices in accordance with Section 2 of this SOW

 

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**4.****     Warranty**

For the Services provided under this Statement of Work, Supplierwarrants that the Services shall be performed in accordance with a reasonablestandard of care and to the reasonable satisfaction of Customer.

 

**5.****     Schedule**

Supplier shall begin satisfactory implementation of supply chainmanagement services no later than May 1, 2002. CTX9000Dsi SCM activities will begin no later than October 1, 2002.

 

**6.****     Winddown of Supply Chain Management Services**

**a.****     Terminationfor Cause Procedure** - Upon termination for cause of the SCM Servicesrequired under this SOW by either party the following shall occur:

**i.****                 **Supplierwill cease all work being performed under this SOW.

**ii.****             **Supplierwill deliver to Customer all finished Product, work in process, and rawmaterials and take all reasonable measures to protect Customer’s property inSupplier’s possession.

**iii.****         **Eachparty shall retain rights to intellectual property such party brought to thisAgreement and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**iv.****            **Customerwill pay Supplier for SCM Services performed and for all SCM Services performedin accordance with this SOW and for reasonable and necessary expenses whichhave accrued to the date of termination less any amounts previously paid.

**b.****     TerminationProcedure at End of Agreement Term**- Upon termination of this SOW other thanfor cause the following shall occur:

**i.****                 **Nolater than 30 days from the effective date of the termination Customer shallprovide Supplier with a Notice of Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing SCM Services and (2) for all otheractivities required by Customer related to the termination of this SOW.  The transition plan shall also include areasonable schedule for these activities.

**ii.****             **Accordingto the schedule in the transition plan, Supplier will cease all work beingperformed under this SOW.

**iii.****         **Supplierwill take all reasonable measures to protect Customer’s property in Supplier’spossession.

**iv.****            **Eachparty shall retain rights to intellectual property such party used inconjunction SCM Services and each party shall be bound by all confidentiality,intellectual property, warranty and indemnity obligations in accordance withthe terms and conditions of this Agreement.

**v.****                **Supplierwill have no obligation to train a third party to provide SCM Services toCustomer.

**vi.****            **Customerwill pay Supplier for SCM Services performed and for all SCM Services performedin accordance with this SOW, for reasonable and necessary expenses which haveaccrued to the date of termination, less any amounts previously paid, plus anycosts incurred by Supplier’s in implementation of the transition plan.

**c.****     Terminationfor Convenience Procedure**- Upon termination of this SOW for the convenienceof the TSA, the following shall occur:

**i.**                  The Customer shall provide Supplierwith a Notice of Termination including:

 

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**1.****    **Theeffective termination date.

**2.****    **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.**              Supplier will immediately cease all workbeing performed under this SOW, except for work specified in the transitionplan required by Customer to terminate this SOW.

**iii.**          Supplier will take all reasonable measures toprotect Customer’s property in Supplier’s possession.

**iv.**             Each party shall retain rights tointellectual property such party used in conjunction Assembly Services and eachparty shall be bound by all confidentiality, intellectual property, warrantyand indemnity obligations in accordance with the terms and conditions of thisAgreement.

**v.**                 Supplier will have no obligation totrain a third party to provide Assembly Services to Customer.

**vi.**             Customer will pay Supplier for AssemblyServices performed and for all Assembly Services performed in accordance withthis SOW, for reasonable and necessary expenses which have accrued to the dateof termination, less any amounts previously paid, plus any costs incurred bySupplier’s in implementation of the transition plan

 

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**ATTACHMENT2**

**ASSEMBLYAND INTEGRATION SERVICES**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

This Statement of Work isattached to and made a part of that certain Agreement for Services(“Agreement”), by and between CoorsTek, Inc., (“Supplier”) and InVisionTechnologies (“Customer”).

 

**1.****     ServicesDescription**

 

**a.****    **Overall:  Supplier shall receive instructions from Customerto carry out Assembly and Integration Services in the performance of thisAgreement.  Supplier will provide allnecessary labor, facilities and infrastructure required to perform the assemblyservices.  This service does not includeCustomer’s Quality Assurance and Factory Acceptance Testing.

 

**b.****    **Assembly:  Supplier will build sub-assemblies andcomplete mechanical/electrical assembly to Customer’s specifications.

 

**c.****    **BayTest:  Supplier will manage the“powering on” of the System, align the X-Ray Tube, Collimeter, and Detectorsper specification, and prepare the system for integration; system-level reworkto bring the System into specification will be conducted by the Supplier aspart of this effort.

 

**d.****    **Integration:  Supplier will integrate the System’shardware and software using Customer-provided instructions, work sequences, andspecifications; system-level rework to bring the System into specification willbe conducted by the Supplier as part of this effort.

 

**e.****    **ManufacturingSupport through Quality Assurance (QA) and Factory Acceptance Testing (FAT):  When Supplier notifies Customer that theSystem is ready for QA or FAT, Customer expects a fully capable and compliantSystem; if the System fails to meet the QA or FAT specifications during testing,Customer will notify Supplier of the discrepancy and the Supplier will reworkthe System and resubmit it for testing; Supplier maintains responsibility forthe System until it ships complete from the site.

 

**f.****     **In-processRework (to meet product specification or based on Customer-approved MRBdispositions):  Supplier to manageinternal rework required to bring the System into specification and to passQA/FAT tests for first-run products.

 

**2.****     Fee**

**a.****    **Non-Recurring Expenses (“NRE”).**** Supplier will submit proposed NRE charges for approval prior toinitiating order.  Supplier willbill Customer [***] for NRE incurred during the [***].  NRE is intended to cover production set-upexpenses including extraction, testing areas, assembly fixtures, toolingfixtures, electrical accommodations, etc.

**b.****    **Customerexpects to see declining costs associated with assembly of the Systems overtime based on the high volumes and expected learning

**c.****    **Anassembly fee for the CTX 2500 of $[***] per unit will be incurred for the secondquarter of 2002 based on Customer’s acceptance of the work by Supplier

**d.****    **Anassembly fee for the CTX 5500 of $[***] per unit will be incurred for thesecond quarter of 2002 based on Customer’s acceptance of the work by Supplier

**e.****    **Ona quarterly basis, Supplier will review its actual hourly content required tobuild the Systems and Customer and Supplier will negotiate a revised priceequal to or less than the previous quarter’s price.  The revised price will be based on a fee equal to (1) $[***]

 

17

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per man hour (verification of actual amount to be confirmed aftercompletion of the first control build) plus (2) a burden rate of [***]%of the material cost charged to InVision by its suppliers plus (3)[***]% of the total of (1) and (2). For clarity the current period assemblyfees were  calculated as follows foritems (1) (2) and (3):

 

Model CTX 2500 requires [***]-man hours andmaterials cost of $[***].

Calculation Example:
| (1) ($[***] x [***]) =        |   | $      | [***] plus |   |
|-------------------------------|--------|--------|------------|--------|
| (2) ([***] x $[***]) =        |   | $      | [***] plus |   |
| (3) [***] x ([***] + [***]) = |   | $      | [***]      |   |
|                          |   |   |       |
|                          |   | $      | [***]      |   |

 

Model CTX 5500 requires [***]-man hours andmaterials cost of $[***].

Calculation Example:
| (1) ($[***] x [***]) =        |   | $      | [***] plus |   |
|-------------------------------|--------|--------|------------|--------|
| (2) ([***] x $[***]) =        |   | $      | [***] plus |   |
| (3) [***] x ([***] + [***]) = |   | $      | [***]      |   |
|                          |   |   |       |
|                          |   | $      | [***]      |   |

 

**f.****     **Inthe event that Customer and Supplier can not agree on a fee for a subsequentquarter, then Supplier will continue to perform all Services under thisStatement of Work, and Customer will pay a provisional fee in an amount asdetermined by Customer, and the actual amount of the fee will be determined inaccordance with the Dispute Resolution clause 20 of this Agreement.

 

**3.****     Inspectionand Acceptance**

**a.****               Inspection**- Customer may inspect Services performed by Supplier and/or its subcontractorsin progress or completed at any time.

**b.****               Acceptance**- Customer will conduct a Final Acceptance Test on each System. AssemblyServices shall be deemed accepted upon satisfactory completion of FinalAcceptance Test.

 

**4.****     Warranty**

**a.****              **Forthe Services supplied under this Statement of Work, Supplier warrants that theServices will be performed so as to assure conformance to specifications anddrawings, be of first class workmanship and free from defects in workmanshipfor twelve (12) months from the date of delivery (“Warranty”).

**b.****              **Ifthe Services are not supplied as warranted, Supplier will repair the Products,and if repair is not successful, replace the Products.

**c.****              **Inany event, Customers’ exclusive remedy hereunder is limited to the furnishingof replacement Products on an exchange basis, or, at Supplier’s option, to therepair or replacement of defective Products, but in either case only so long asan examination within the period of warranty reveals the parts to be defective.

**d**.               In addition, andnotwithstanding anything herein to the contrary, Supplier shall not incur anyobligation hereunder with respect to Services or Products which are modified inany way by Customer or a third party without Supplier’s prior written consent,provided, however, that Supplier shall be deemed to have given prior writtenconsent to Customer’s final integration, test and delivery of the Products.

 

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**e.****              **Inno event shall Supplier incur any obligation to repair or replace Productswhich are determined by Supplier, in its sole discretion, to be defective dueto Customer or third party misuse, use of unauthorized repair parts orunauthorized third-party service, or because of a use not in accordance withspecific Supplier operation and maintenance instructions.

 

**5.****     Schedule**

Supplier shall manufacture and assemble the Systems pursuant to theCustomer’s approved MPS.  Customer willprovide updated schedules to Supplier from time to time.  Schedule changes made with less than four(4) weeks notice may result in additional charges.

 

**6.****     Winddown of Assembly Services**

**a.****               Terminationfor Cause Procedure** - Upon termination for cause of the Assembly Servicesrequired under this SOW by either party the following shall occur:

**i.****                 **Supplierwill cease all work being performed under this SOW.

**ii.****             **Supplierwill deliver to Customer all finished Product, work in process, and rawmaterials and take all reasonable measures to protect Customer’s property inSupplier’s possession.

**iii.****         **Eachparty shall retain rights to intellectual property such party brought to thisAgreement and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**iv.****            **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW and for reasonable and necessary expenseswhich have accrued to the date of termination less any amounts previously paid.

**b.****               TerminationProcedure at End of Agreement Term**- Upon termination of this SOW other thanfor cause the following shall occur:

**i.**                  No later than 30 days from theeffective date of the termination Customer shall provide Supplier with a Noticeof Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****             **Accordingto the schedule in the transition plan, Supplier will cease all work beingperformed under this SOW.

**iii.**          Supplier will take all reasonable measures toprotect Customer’s property in Supplier’s possession.

**iv.**             Each party shall retain rights tointellectual property such party used in conjunction Assembly Services and eachparty shall be bound by all confidentiality, intellectual property, warrantyand indemnity obligations in accordance with the terms and conditions of thisAgreement.

**v.**                 Supplier will have no obligation totrain a third party to provide Assembly Services to Customer.

**vi.**             Customer will pay Supplier for AssemblyServices performed and for all Assembly Services performed in accordance withthis SOW, for reasonable and necessary expenses which have accrued to the dateof termination, less any amounts previously paid, plus any costs incurred bySupplier’s in implementation of the transition plan.

 

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**c.****               Terminationfor Convenience Procedure**- Upon termination of this SOW for the convenienceof the TSA, the following shall occur:

**i.**                  The Customer shall provide Supplierwith a Notice of Termination including:

**1.****             **Theeffective termination date.

**2.****             **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****             **Supplierwill immediately cease all work being performed under this SOW, except for workspecified in the transition plan required by Customer to terminate this SOW.

**iii.**          Supplier will take all reasonable measures toprotect Customer’s property in Supplier’s possession.

**iv.**             Each party shall retain rights tointellectual property such party used in conjunction Assembly Services and eachparty shall be bound by all confidentiality, intellectual property, warrantyand indemnity obligations in accordance with the terms and conditions of thisAgreement.

**v.**                 Supplier will have no obligation totrain a third party to provide Assembly Services to Customer.

**vi.**             Customer will pay Supplier for AssemblyServices performed and for all Assembly Services performed in accordance withthis SOW, for reasonable and necessary expenses which have accrued to the dateof termination, less any amounts previously paid, plus any costs incurred bySupplier’s in implementation of the transition plan.

 

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**ATTACHMENT3**

**COMPONENTSSUPPLIER**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

This Statement of Work attached hereto is made a part of that certainAgreement for Services (“Agreement”), by and between CoorsTek, Inc.,(“Supplier”) and InVision Technologies (“Customer”).

 

1.     Terms and Conditions of Sale for Components(Exhibit A to Attachment 3).

 

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**ATTACHMENT4**

**SPARESSUPPLIER**

**STATEMENTOF WORK**

**TO**

**AGREEMENTFOR SERVICES**

 

Intentionally left blank

 

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**ATTACHMENT5**

**NONDISCLOSUREAGREEMENT**

 

THIS AGREEMENT, madeeffective as of the 8TH day of January, 2002 by and between InVisionTechnologies, Inc., a Delaware corporation, (hereinafter the “Company”)and CoorsTek  (hereinafter the “Receiving Party”), to assure theprotection and preservation of the confidential and proprietary informationmade available by the Company to the Receiving Party.

 

WHEREAS, the parties desireto assure the confidential status of the information which may be disclosed bythe Company to the Receiving Party;

 

NOW THEREFORE, in relianceupon and in consideration of the following undertaking, the parties agree asfollows:

 

**1.            **Subject to the limitations set forth inParagraph 2, all information disclosed by the Company to the Receiving Partyshall be deemed to be “Proprietary Information”. In particular, ProprietaryInformation shall be deemed to include any information, process, technique,algorithm, program, design, drawing, formula or test data relating to anyresearch project, work in process, future development, engineering,manufacturing, marketing, servicing, financing or personnel matter relating tothe Company, its present or future products, sales, suppliers, customers,employees, investors, or business, whether or oral, written, graphic orelectronic form.

 

**2.            **The term “Proprietary Information” shall notbe deemed to include information which the Receiving Party can demonstrate bycompetent written proof: (i) is now, or hereafter becomes, through no act orfailure to act on the part of the Receiving Party, generally known oravailable; (ii) is known by the Receiving Party at the time of receiving suchinformation as evidenced by its records: (iii) is hereafter furnished to theReceiving Party by a third party, as a matter of right and without restrictionon disclosure; or (iv) is the subject of a written permission to discloseprovided by the Company.

 

**3.            **The Receiving Party shall maintain in trustand confidence and not disclose to any third party or use for any unauthorizedpurpose any Proprietary Information received from the Company. The ReceivingParty may use such Proprietary Information only to the extent  required toaccomplish the purposes of this Agreement. The Receiving Party shall not useProprietary Information for any purpose or in any manner which would constitutea violation of any laws or regulations, including without limitation the exportcontrol laws of the United States. No other rights of licenses to trademarks,inventions, copyrights, or patents are implied or granted under this Agreement.

 

**4.            **Proprietary Information supplied shall not bereproduced in any form except as required to accomplish the intent of thisAgreement.

 

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**5.            **The Receiving Party represents and warrantsthat it shall protect the Proprietary Information received with at least thesame degree of care used to protect its own Proprietary Information fromunauthorized use or disclosure. The Receiving Party shall advise its employeesor agents who might have access to such Proprietary Information of theconfidential nature thereof and shall obtain from each of such employees andagents an agreement to abide by the terms of this Agreement. The ReceivingParty shall not disclose any Proprietary Information to any officer, employeeor agent who does not have a need for such information.

 

**6.            **All Proprietary Information (including allcopies thereof) shall remain the property of the Company, and shall be returnedto the Company after Receiving Party’s need for it has expired, or upon requestof the Company, and in any event, upon completion or termination of thisAgreement.

 

**7.            **Notwithstanding any other provision of thisAgreement, disclosure of Proprietary Information shall not be precluded if suchdisclosure:

 

**(a)**  is in response to a valid order of a courtor other governmental body of the United States or any political subdivisionthereof; provided, however, that the responding party shall first have givennotice to the other party hereto and shall have made a reasonable effort toobtain a protective order requiring that the Proprietary Information sodisclosed be used only for the purpose for which the order was issued;

 

**(b)**  is otherwise required by law; or

 

**(c)**  is otherwise necessary to establish rightsor enforce obligations under this Agreement, but only to the extent that anysuch disclosure is necessary.

 

**8.            **This Agreement shall continue in full forceand effect for so long as the Receiving Party continues to receive ProprietaryInformation. This Agreement may be terminated at any time upon thirty (30) dayswritten notice to the other party. The termination of the Agreement shall notrelieve the Receiving Party of the obligations imposed by Paragraphs 3, 4, 5and 12 of this Agreement with respect to Proprietary Information disclosed priorto the effective date of such termination and the provisions of theseParagraphs shall survive the termination of this Agreement for a period of five(5) years from the date of such termination.

 

**9.            **The Receiving Party agrees to indemnify theCompany for any loss or damage suffered as a result of any, breach by theReceiving Party of the terms of this Agreement, including any reasonable feesincurred by the Company in the collection of such indemnity.

 

**10.         **This Agreement shall be governed by the lawsof the State of California as those laws are applied to contracts entered intoand to be performed entirely in California by California residents.

 

**11.         **This Agreement contains the final, completeand exclusive agreement of the parties relative to the subject matter hereofand may not be changed, modified, amended or supplemented except by a writteninstrument signed by both parties.

 

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**12.         **Each party hereby acknowledges and agreesthat in the event of any breach of this Agreement by the Receiving Party,including, without limitation, an actual or threatened disclosure ofProprietary Information without the prior express written consent of theCompany, the Company will suffer an irreparable injury, such that no remedy atlaw will afford it adequate protection against, or appropriate compensationfor, such injury. Accordingly, each party hereby agrees that the Company shallbe entitled to specific performance of the Receiving Party’s obligations underthis Agreement, as well as such further injunctive relief as may be granted bya court of competent jurisdiction.

 
| **AGREED  TO:**             | **AGREED  TO:**                 |
|-----------------------------|---------------------------------|
|                        |                            |
|                        |                            |
| **InVision  Technologies**  | **CoorsTek**                    |
| **7151  Gateway Blvd.**     | **16000  Table Mountain Pkwy.** |
| **Newark,  CA  94560** | **Golden,  CO.**                |
|                        |                            |
| **By:**                     | **/s/ ERIC  HURST**             |   | **By:** | **/s/ JOHN  GHINAZNI** |
|                        |                            |
| **Name:**                   | **ERIC  HURST**                 |   | **Name:** | **John  Ghinazni** |
|                        |                            |
| **Title:**                  | **Program  Manager**            |   | **Title:** | **Director** |
|                             |                                 |  |  |  |  |  |  |  |

 

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**ATTACHMENT6**

**BUSINESSSTRUCTURE AND MATERIALS MANAGEMENT OVERVIEW**

 

[***]

 

 

 

 

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**ATTACHMENT 7**

**CTX 9000 INFEED AND OUTFEED ASSEMBLY**

**STATEMENT OF WORK**

**TO**

**AGREEMENT FOR SERVICES**

 

**1.****    **ThisStatement of Work is attached to and made a part of that certain Agreement forServices (“Agreement”), by and between CoorsTek, Inc., (“Supplier”) andInVision Technologies (“Customer”).

 

**2.****     Services Description**

**a.****              **Overall:Supplier shall implement instructions from Customer to carry out the Assemblyof the Infeed (PN600396-1) and the Outfeed (PN600397-1) sections of the CTX9000including all necessary labor, facilities and infrastructure required toperform the Assembly.

 

**b.****              **Assembly:Supplier will build sub-assemblies and complete mechanical/electrical assemblyto Customer’s specifications.

 

**c.****              **In-processRework (to meet product specification or based on Customer-approved MRBdispositions):  Supplier to manageinternal rework required to bring the System into specification and to passQA/FAT tests for first-run products.

 

**3.****     Fee**

**a.****               Non-Recurring Expenses (“NRE”).**  Supplierwill submit proposed NRE charges for approval prior to initiating order.  Customer shall reimburse Supplier’sNRE not to exceed $[***].  NRE isintended to cover set-up expenses including electrical accommodations, assemblyfixtures, and suspension upgrade on delivery vehicle to ensure undamageddelivery.

**b.****              **Customerexpects to see declining costs associated with assembly of the Systems overtime based on the high volumes and expected learning curve.

**c.****              **Ona quarterly basis, Supplier will review its actual hourly content required tobuild the Systems and Customer and Supplier will negotiate a revised price forthe upcoming quarter.  The revised pricewill be based on a fee equal to (1) $[***] per man hour (verification of actualamount to be confirmed after completion of the first control build) plus(2) a burden rate of [***]% of the total material cost charged to InVision byits suppliers plus (3) [***]% of the total of (1) and (2). For claritythe initial period assembly fees were calculated as follows for items (1) (2)and (3):

 

CombinedInfeed/Outfeed Assembly requires [***]-man hours and materials cost of $[***].

Calculation Example:
| (1) ($[***] x [***]) =        |   | $      | [***] plus |   |
|-------------------------------|--------|--------|------------|--------|
| (2) ([***] x $[***]) =        |   | $      | [***] plus |   |
| (3) [***] x ([***] + [***]) = |   | $      | [***]      |   |
|                          |   |   |       |
|                          |   | $      | [***]      |   |

 

**d.****    **Inthe event that Customer and Supplier can not agree on a fee for a subsequentquarter, then Supplier will continue to perform all Services under thisStatement of Work, and Customer will pay a provisional fee in an amount asdetermined by Customer, and the actual amount of the fee will be determined inaccordance with the Dispute Resolution clause 20 of this Agreement.

 

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**4.****     Inspection and Acceptance**

**a.****               Inspection** – Customer may inspectServices performed by Supplier and / or its subcontractors in progress orcompleted at any reasonable time.

 

**b.****               Acceptance** shall be deemed tooccur at the point at which the unit is delivered to the integration site.

 

**5.****     Warranty**

**a.****              **Forthe Services supplied under this Statement of Work, Supplier warrants that theServices will be performed so as to assure conformance to specifications anddrawings, be of first class workmanship and free from defects in workmanshipfor twelve (12) months from the date of delivery (“Warranty”).

**b.****              **Ifthe Services are not supplied as warranted, Supplier will repair the Products,and if repair is not successful, replace the Products.

**c.****              **Inany event, Customers’ exclusive remedy hereunder is limited to the furnishingof replacement Products on an exchange basis, or, at Supplier’s option, to therepair or replacement of defective Products, but in either case only so long asan examination within the period of warranty reveals the parts to be defective.

**d.****              **Inaddition, and notwithstanding anything herein to the contrary, Supplier shallnot incur any obligation hereunder with respect to Services or Products whichare modified in any way by Customer or a third party without Supplier’s priorwritten consent, provided, however, that Supplier shall be deemed to have givenprior written consent to Customer’s final integration, test and delivery of theProducts.

**e.****              **Inno event shall Supplier incur any obligation to repair or replace Productswhich are determined by Supplier, in its sole discretion, to be defective dueto Customer or third party misuse, use of unauthorized repair parts orunauthorized third-party service, or because of a use not in accordance withspecific Supplier operation and maintenance instructions.

 

**6.****     Schedule**

**a.****              **Suppliershall manufacture and assemble the Systems pursuant to the Customer’s approvedMPS.  Customer will provide updatedschedules to Supplier from time to time. Schedule changes made with less than four (4) weeks notice may result inadditional charges.

 

**7.****     Winddown of Assembly Services**

**a.****               Terminationfor Cause Procedure** - Upon termination for cause of the Assembly Servicesrequired under this SOW by either party the following shall occur:

**i.****                **Supplierwill cease all work being performed under this SOW.

**ii.****            **Supplierwill deliver to Customer all finished Product, work in process, and rawmaterials and take all reasonable measures to protect Customer’s property inSupplier’s possession.

**iii.****        **Eachparty shall retain rights to intellectual property such party brought to thisAgreement and each party shall be bound by all confidentiality, intellectualproperty, warranty and indemnity obligations in accordance with the terms andconditions of this Agreement.

**iv.****           **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW and for reasonable and necessary

 

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expenses which have accrued to the date oftermination less any amounts previously paid.

 

**b.****               TerminationProcedure at End of Agreement Term**- Upon termination of this SOW other thanfor cause the following shall occur:

**i.****                **Nolater than 30 days from the effective date of the termination Customer shallprovide Supplier with a Notice of Termination including:

**1.****            **Theeffective termination date.

**2.****            **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****            **Accordingto the schedule in the transition plan, Supplier will cease all work beingperformed under this SOW.

**iii.****        **Supplierwill take all reasonable measures to protect Customer’s property in Supplier’spossession.

**iv.****           **Eachparty shall retain rights to intellectual property such party used inconjunction Assembly Services and each party shall be bound by allconfidentiality, intellectual property, warranty and indemnity obligations inaccordance with the terms and conditions of this Agreement.

**v.****               **Supplierwill have no obligation to train a third party to provide Assembly Services toCustomer.

**vi.****           **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW, for reasonable and necessary expenseswhich have accrued to the date of termination, less any amounts previouslypaid, plus any costs incurred by Supplier’s in implementation of the transitionplan.

 

**c.****               Terminationfor Convenience Procedure**- Upon termination of this SOW for the convenienceof the TSA, the following shall occur:

**i.****                **TheCustomer shall provide Supplier with a Notice of Termination including:

**1.****            **Theeffective termination date.

**2.****            **Atransition plan including but not limited to details of  (1) the transfer of all finished Product,work in process, raw materials, records, data and other information owned byCustomer and used by Supplier in providing Assembly Services and (2) for allother activities required by Customer related to the termination of thisSOW.  The transition plan shall alsoinclude a reasonable schedule for these activities.

**ii.****            **Supplierwill immediately cease all work being performed under this SOW, except for workspecified in the transition plan required by Customer to terminate this SOW.

**iii.****        **Supplierwill take all reasonable measures to protect Customer’s property in Supplier’spossession.

**iv.****           **Eachparty shall retain rights to intellectual property such party used inconjunction Assembly Services and each party shall be bound by allconfidentiality, intellectual property, warranty and indemnity obligations inaccordance with the terms and conditions of this Agreement.

**v.****               **Supplierwill have no obligation to train a third party to provide Assembly Services toCustomer.

**vi.****           **Customerwill pay Supplier for Assembly Services performed and for all Assembly Servicesperformed in accordance with this SOW, for reasonable and necessary

 

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expenses which have accrued to the date oftermination, less any amounts previously paid, plus any costs incurred bySupplier’s in implementation of the transition plan.

 

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***Confidentialtreatment requested.

 

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