Exhibit 10.5

INVISION TECHNOLOGIES, INC.

SENIOR MANAGEMENT KEY EMPLOYEE AGREEMENT  for        Don Mattson

ThisSENIOR MANAGEMENT KEY EMPLOYEE AGREEMENT("Agreement") is entered into as of the 4th day of
October 2002, by and between Mr. Don Mattson ("Executive") andINVISION TECHNOLOGIES, INC.(the "Company").

WHEREAS, the Executive has been employed by the Company since November 27, 2000 ("Employment Date");

Whereas,the Executive is currently serving as Senior Vice President & Chief Financial Officer for the Company and has so served
since November 27, 2000;

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

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

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

1.    EMPLOYMENT BY THE COMPANY.



2.    COMPENSATION AND BENEFITS.



---



3.    PROPRIETARY INFORMATION.



4.    OUTSIDE ACTIVITIES.



2

---



5.    FORMER EMPLOYMENT.



6.    TERMINATION OF EMPLOYMENT.



3

---



4

---



7.    NONINTERFERENCE.



8.    GENERAL PROVISIONS.



5

---



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

|INVISION TECHNOLOGIES, INC. |  |                                                            |  |      
|--------------------------- |  | ---------------------------------------------------------- |  | -----
|By:                         |  | /s/ SERGIO MAGISTRISergio Magistri
Chief Executive Officer |  | Date:
|MR. DON MATTSON             |  |                                                            |  |      
|                            |  | /s/ DONALD MATTSONSignature                                |  | Date:

6

---

EXHIBIT A

CHANGE IN CONTROL EQUITY ACCELERATION PLAN

7

---

INVISION TECHNOLOGIES, INC.

CHANGE IN CONTROL EQUITY ACCELERATION PLAN

Section 1.    INTRODUCTION.

The InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan") was established effective May 21, 2002. The purpose of the
Plan is (i) to provide members of the senior management group of InVision Technologies, Inc. certain accelerated vesting with respect to such individuals' stock options in the event of a
Change in Control (as hereinafter defined), and (ii) to provide individuals who are employed at the vice president level at InVision Technologies, Inc. certain accelerated vesting with
respect to such individuals' stock options in the event that such individuals are subject to qualifying employment terminations in connection with a Change in Control. This Plan shall supersede any
change in control plan, policy or practice regarding stock option vesting acceleration previously maintained by InVision Technologies, Inc.

Section 2.    DEFINITIONS.

For purposes of the Plan, the following terms are defined as follows:



1

---



2

---



Section 3.    ELIGIBILITY FOR BENEFITS.



3

---



Section 4.    OPTION ACCELERATION.

(a)  Senior Management Level.If an Eligible Employee is notified by the Company in writing that he or she is a
member of the senior management group of the Company for the purposes of this Plan, then, effective as of the date of the Change in Control, the Options then held by such Eligible Employee shall
become fully vested and exercisable, regardless of whether or not the Eligible Employee's employment with the Company terminates due to a Covered Termination.

(b)  Vice President Level.If an Eligible Employee is notified by the Company in writing that he or she is a vice
president of the Company for the purposes of this Plan, and such Eligible Employee's employment with the Company terminates due to a Covered Termination, then, effective as of the date of the Covered
Termination, the Options then held by such Eligible Employee shall become fully vested and exercisable.

Section 5.    LIMITATION ON BENEFITS.

(a)  Parachute Payments.If the aggregate value of the accelerated Option vesting under Section 4 and any
other payments or benefits that the Eligible Employee would receive pursuant to a Change in Control from the Company or otherwise, including, but not limited to, any payments or benefits under any
employment or key employee agreements (collectively, "Payment"), would constitute a "parachute payment" within the meaning of Section 280G of the Code that is subject to the excise tax imposed
by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be equal to the Reduced Amount.



4

---



Section 6.    RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

(a)Exclusive Discretion.The Company shall have the exclusive
discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact,
interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and the
acceleration of Option vesting pursuant to the Plan. The rules, interpretations, computations and other actions of the Company shall be binding and conclusive on all persons.

(b)Amendment or Termination.The Company reserves the right to
amend or terminate this Plan or the benefits provided hereunder at any time;provided, however,that no such amendment or termination shall occur
following a Change in Control if such amendment or termination would adversely affect the
rights of any persons who were employed by the Company prior to the Change in Control. Any action amending or terminating the Plan shall be in writing and executed by an individual duly appointed by
the Board of Directors of the Company.

Section 7.    NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to interfere
with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

Section 8.    CHOICE OF LAW.

The law of the State of California shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state's
conflict of laws rules.

5

---

Section 9.    EXECUTION.

To record the adoption of the Plan as set forth herein, effective as of May 21, 2002, InVision Technologies, Inc. has caused its duly authorized
officer to execute the same this 2nd day of October, 2002.

| |  | INVISION TECHNOLOGIES, INC.
| |  | ---------------------------
| |  | By:                        
| |  | Title:                     

6

---

EXHIBIT A

RELEASE
(Individual Termination, California Employee, age 40 and older)

I understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter
hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair
Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant
of good faith and fair dealing;provided, however,that nothing in this paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA, and that the consideration given under the Plan for the waiver and release in
the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release
(although I may choose voluntarily not do so); (C) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to execute this Release earlier);
(D) I have seven (7) days following my execution of this Release to revoke the Release by providing written notice to an officer of the Company; and (E) this Release shall not be
effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release.

1

---

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims
hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | By:     
| |  | Name:   
| |  | Title:  
| |  |         

2

---

EXHIBIT B

RELEASE
(Individual and Group Termination, California Employee, under age 40)

I understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter
hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Employee Retirement
Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing;provided,
however,that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor."I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | Name:   
| |  | Date:   

1

---

EXHIBIT C

RELEASE
(Group Termination, California Employee, age 40 and older)

I understand and agree completely to the terms set forth in the InVision Technologies, Inc. Change in Control Equity Acceleration Plan (the "Plan"). I
understand that this Release, together with the Plan, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter
hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Plan.

I
hereby confirm my obligations under the Company's proprietary information and inventions agreement.

Except
as otherwise set forth in this Release, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants,
employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, causes of action, and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, arising out of or in any way related to agreements, events, acts or conduct at any time up to and including the date I execute this Release, including,
but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any other equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any form
of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination
in Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended; the federal Americans with Disabilities Act of 1990; the California Fair
Employment and Housing Act, as amended; tort law; contract law; wrongful discharge; discrimination; harassment; retaliation; fraud; defamation; emotional distress; and breach of the implied covenant
of good faith and fair dealing;provided, however,that nothing in this paragraph shall be construed in any way to release the Company from its
obligation to indemnify me pursuant to agreement or applicable law.

I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA, and that the consideration given under the Plan for the waiver and release in
the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that:
(A) my waiver
and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I should consult with an attorney prior to executing this Release (although I may
choose voluntarily not to do so); (C) I have forty-five (45) days to consider this Release (although I may choose voluntarily to execute this Release earlier); (D) I
have seven (7) days following my execution of this Release to revoke the Release by providing written notice to an office of the Company; (E) this Release shall not be effective until
the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release; and (F) I have received with this Release a detailed list of the job titles
and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated.

---

I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:"A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims
hereunder.

| |  | EMPLOYEE
| |  | --------
| |  | Name:   
| |  | Date:   

2

---

EXHIBIT B

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

---

INVISION TECHNOLOGIES, INC.

PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT

In
consideration of my employment or continued employment by InVision Technologies, Inc. (the "Company"), and the compensation now and hereafter paid to me, I hereby agree as follows:



Assignment of Inventions; Work for Hire.

1

---







2

---





3

---



4

---



I
HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

|Dated:                                                                            |  |  |  | 
|--------------------------------------------------------------------------------- |  |  |  | 
|/s/ DONALD MATTSONMr. Don Mattson
Senior Vice President & Chief Financial Officer |  | 
|ACCEPTED AND AGREED TO:                                                           |  | 
|INVISION TECHNOLGIES, INC.                                                        |  | 
|/s/ SERGIO MAGISTRISergio Magistri
President                                      |  | 

5

---

EXHIBIT A

InVision
Technologies, Inc.
7151 Gateway Blvd.
Newark, CA 94560

Gentlemen:

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 



|   |  | Invention or Improvement |  | Party(ies) |  | Relationship
|-- |  | ------------------------ |  | ---------- |  | ------------
|1. |  |                          |  |            |  |             
|2. |  |                          |  |            |  |             
|3. |  |                          |  |            |  |             



---



| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

|Date:                                      |  |  |  | 
|------------------------------------------ |  |  |  | 
|Very truly yours,                          |  | 
|Donald MattsonEmployee Name (please print) |  | 
|/s/ DONALD MATTSONEmployee Signature       |  | 

2

---

EXHIBIT C

EMPLOYEE STOCK OPTION GRANTS

---

|GRANT DATE |  | GRANT TYPE |  | GRANT NO |  | LAST EXER  |  | EXP DATE  |  | SHARES    |  | PRICE       |  | VEST FROM
|---------- |  | ---------- |  | -------- |  | ---------- |  | --------- |  | --------- |  | ----------- |  | ---------
|12/1/2000  |  | ISO        |  | 2K-38    |  | 11/30/2010 |  | 12/1/2010 |  | 100000.00 |  | 1.81300000  |  | 12/1/2000
|2/8/2001   |  | ISO        |  | 2K-58    |  | 2/7/2011   |  | 2/8/2011  |  | 6300.00   |  | 2.31300000  |  | 2/8/2001 
|2/5/2002   |  | ISO        |  | 2K-155   |  | 2/4/2012   |  | 2/5/2012  |  | 6947.00   |  | 43.34000000 |  | 2/5/2002 
|2/5/2002   |  | NQ         |  | 2K-155A  |  | 2/4/2012   |  | 2/5/2012  |  | 57053.00  |  | 43.34000000 |  | 2/5/2002 

1

---

QuickLinks