**EXHIBIT 10.2**

 

**Silicon Valley Bank**

 

**Amendmentto Loan Documents**

** **

**(EximProgram)**

 
| **Borrower:** |   | **InVision  Technologies, Inc.** |
|---------------|--------|----------------------------------|
|          |   |                             |
| **Date:**     |   | **October  2, 2002**             |

 

**THIS AMENDMENT TO LOAN DOCUMENTS (EXIM PROGRAM)**is enteredinto between Silicon Valley Bank (“Silicon”) and the borrower named above(“Borrower”).

 

The Parties agree to amend the Loan andSecurity Agreement (Exim Program) between them, dated November 8, 2000 (asotherwise amended, if at all, the “Exim Loan Agreement”), as follows, effectiveas of the date Exim Bank approves the modifications set forth herein andSilicon provides written notice of such approval to Borrower.  (Capitalized terms used but not defined inthis Amendment shall have the meanings set forth in the Exim Loan Agreement.)

 

**1.****                                     ****Modified CovenantRegarding Copyright Filings.** Subclause (ii) of Section 9(3) of the Schedule to Loan andSecurity Agreement (Exim Program) that currently reads as follows:

 

(ii) cause all of itscomputer software and copyrights, the licensing of which results in Accounts,or which is material to its business to be registered with the United StatesCopyright Office,

 

ishereby deleted.

 

**2.****                                     ****Representations True.** Borrower represents and warrants to Siliconthat all representations and warranties set forth in the Exim Loan Agreement,as amended hereby, are true and correct.

 

**3.****                                     ****General Provisions.* ***ThisAmendment, the Exim Loan Agreement, any prior written amendments to the EximLoan Agreement signed by Silicon and Borrower, and the other written documentsand agreements between Silicon and Borrower set forth in full all of therepresentations and agreements of the parties with respect to the subjectmatter hereof and supersede all prior discussions, representations, agreementsand under­standings between the parties with respect to the subjecthereof.  Except as herein expresslyamended, all of the terms and provisions of the Exim Loan Agreement, and allother documents and agreements between 

 

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Siliconand Borrower shall continue in full force and effect and the same are herebyratified and confirmed.  

 
| **Borrower:**                   |                                  | **Silicon:**            |
|---------------------------------|---------------------------------------|-------------------------|
|                            |                                  |                    |
| **INVISION TECHNOLOGIES, INC.** |                                  | **SILICON VALLEY BANK** |
|                            |                                  |                    |
|                            |                                  |                    |
| **By**                          | ** /s/ Donald Mattson**          |                    |   | **By** | ** /s/ Quentin  Falconer** |   |
|                            | **President or Vice President**       |                    |   | **Title** | **Senior  VP** |   |
|                            |                                  |                    |   |   |
| **By**                          | ** /s/ Ian Johnston**            |                    |   |   |
|                            | **Secretary or Ass’t Secretary** |                    |   |   |
|                                 |                                       |                         |  |  |  |  |  |

 

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