**Exhibit 10.52**

**Silicon Valley Bank**

**Amendment to Loan Documents**

 

**Borrower:             InVisionTechnologies, Inc.**

 

**Date:                      March4, 2002**

 

**THIS AMENDMENT TO LOAN DOCUMENTS**isentered into between Silicon Valley Bank (“Silicon”) and the borrower namedabove (“Borrower”).

 

The Parties agree to amend the Loan andSecurity Agreement between them, dated November 8, 2000 (as otherwise amended,if at all, the “Loan Agreement”), as follows, effective as of the datehereof.  (Capitalized terms used but notdefined in this Amendment shall have the meanings set forth in the LoanAgreement.)

 

**1.             ModifiedEarly Termination Fee.**  The sentence in Section 6.2 of the LoanAgreement that currently reads as follows:

 

Ifthis Agreement is termi­nated by Borrower under this Section 6.2, Borrowershall pay to Silicon a termination fee in an amount equal to one-half of onepercent (0.50%) of the Maximum Revolving Credit Limit, provided that notermination fee shall be charged if the credit facility hereunder is replacedwith a new facility from another division of Silicon Valley Bank.

 

is hereby amended toread as follows:

 

Ifthis Agreement is termi­nated by Borrower under this Section 6.2, Borrowershall pay to Silicon a termination fee in an amount equal to $50,000, providedthat no termination fee shall be charged if the credit facility hereunder isreplaced with a new facility from another division of Silicon Valley Bank.

 

**2.             ModifiedDefinition of Eligible Receivables.**  Subclause (i) of the Minimum EligibilityRequirements set forth in the definition of Eligible Receivables in Section 8of the Loan Agreement is hereby amended to read as follows:

 

(i)the Receivable must not be outstanding for more than 120 days from its invoicedate,

 

**3.             ModifiedDefinition of Eligible Receivables.**  The sentence in the definition of EligibleReceivables in Section 8 of the Loan Agreement that currently reads as follows:

 

 

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Inaddi­tion, if more than 50% of the Receivables owing from an Account Debtor areoutstanding more than 90****days from their invoice date (withoutregard to unapplied credits) or are otherwise not eligible Receivables, thenall Receivables owing from that Account Debtor will be deemed ineligible forborrowing.

 

ishereby amended to read as follows:

 

Inaddi­tion, if more than 50% of the Receivables owing from an Account Debtor areoutstanding more than 120****days from their invoice date (withoutregard to unapplied credits) or are otherwise not eligible Receivables, thenall Receivables owing from that Account Debtor will be deemed ineligible forborrowing.

 

**4.             ModifiedCredit Limit. **TheCredit Limit set forth in Section 1 of the Schedule to Loan and SecurityAgreement is hereby amended to read as follows:

 

**“1.  Credit Limit**

(Section 1.1):                                 An amount equalto the sum of (A) and (B) below:

 

A.            RevolvingLoans.  An amount not to exceed thelesser of:  (i) **$12,000,000** at any one timeoutstanding (the “Maximum Revolving Credit Limit”); or (ii) **80%**of the amount of Borrower’s Eligible Receivables (as defined in Section 8above), plus

 

B.            Term Loans.  An amount equal to the unpaid principalbalance from time to time outstanding of Term Loan #1 (as defined in theExisting Loan Documents) (the “Term Loans”). The current unpaid principal balance outstanding of Term Loan #1 is$187,700.

 

                                        **Letter ofCredit**

**                                        Sublimit**

                                        (Section1.5):                                 **$12,000,000.**

 

**ForeignExchange**

**ContractSublimit:                      $12,000,000.**

 

Borrowermay enter into foreign exchange forward contracts with Silicon, on its standardforms, under which Borrower commits to purchase from or sell to Silicon a setamount of foreign currency more than one business day after the contract date(the “FX Forward Contracts”); provided that: (1) at the time the FX ForwardContract is entered into Borrower

 

 

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hasLoans available to it under this Agreement in an amount at least equal to 10%of the amount of the FX Forward Contract; (2) the total FX Forward Contracts atany one time outstanding may not exceed 10 times the amount of the ForeignExchange Contract Sublimit set forth above; and (3) each FX Forward Contractshall have an expiry date no later than thirty days prior to the Maturity Date,provided that an FX Forward Contract may have an expiry date later than thirtydays prior to the Maturity Date if and only if Borrower’s Obligations withrespect to such FX Forward Contract are secured by cash in an interest bearingaccount, in an amount equal to 10% of such FX Forward Contract, on termsacceptable to Silicon in its sole discretion. Silicon shall have the right towithhold, from the Loans otherwise available to Borrower under this Agreement,a reserve (which shall be in addition to all other reserves) in an amount equalto 10% of the total FX Forward Contracts from time to time outstanding. Siliconmay, in its discretion, terminate the FX Forward Contracts at anytime that an Event of Default occurs and is continuing. Borrower shallexecute all standard form applications and agreements of Silicon in connectionwith the FX Forward Contracts, and without limiting any of the terms of suchapplications and agreements, Borrower shall pay all standard fees and chargesof Silicon in connection with the FX Forward Contracts.

 

Notwithstandingthe foregoing, Borrower agrees that at no time shall the amount of outstandingObligations under this Agreement and the Exim Agreement exceed $20,000,000 inthe aggregate.

 

Additionally,Borrower covenants and agrees that if at any time the value of the Collateral,as determined by Silicon in its discretion, is less than the aggregate amountof the outstanding Letters of Credit and FX Forward Contracts (the differencebetween the value of the Collateral and the aggregate outstanding Letters ofCredit and FX Forward Contracts is hereinafter referred to as the “CollateralShortfall”), Borrower shall provide Silicon cash collateral in an amount equalto the Collateral Shortfall to secure all of the Obligations relating to saidLetters of Credit and FX Forward Contracts, pursuant to Silicon’s then standardform cash pledge agreement.”

 

**5.             ModifiedInterest Rate. **Section2 of the Schedule to Loan and Security Agreement is hereby amended to read asfollows:

 

                **“2.          INTEREST.**

 

 

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**InterestRate**(Section 1.2):

 

Arate equal to the “Prime Rate” in effect from time to time, plus **1.50%**per annum; provided, however, if Borrower maintains with Siliconand/or invests through Silicon at least 80% of Borrower’s cash and cashequivalents, then a rate equal to the “Prime Rate” in effect from time to time,plus **1.0%**per annum; provided, further, that if Borrower completes a publicoffering of its equity securities after the date of this Amendment andmaintains with Silicon and/or invests through Silicon at least 50% ofBorrower’s cash and cash equivalents, then a rate equal to the “Prime Rate” ineffect from time to time, plus **1.0%** per annum.  Such reduction(s) and increase(s) of the interest rate may bemade throughout the term of this Agreement.

 

Theforegoing rate increase or decrease (as the case may be) will go into effectfollowing Silicon’s review and approval of Borrower’s financial statements and willbe effective as of the date of Borrower’s monthly financial statements showingthat the interest rate should be increased or decreased, as the case may be,provided that such monthly financial statements are provided to Silicon inaccordance with the terms hereof. Notwithstanding the foregoing, in no eventshall an interest rate reduction go into effect if, at the date it is to gointo effect, an Event of Default has occurred and is continuing.

 

Interestshall be calculated on the basis of a 360-day year for the actual number ofdays elapsed.  “Prime Rate” means therate announced from time to time by Silicon as its “prime rate;” it is a baserate upon which other rates charged by Silicon are based, and it is notnecessarily the best rate available at Silicon.  The interest rate applicable to the Obligations shall change oneach date there is a change in the Prime Rate.

 

Withrespect to Term Loan #1, the interest rate shall be a rate equal to the PrimeRate in effect from time to time, plus **1.5%** per annum. Interest shall becalculated on the basis of a 360-day year for the actual number of dayselapsed.  The interest rate applicableto the Obligations pertaining to the Term

 

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Loansshall change on each date there is a change in the Prime Rate.

 

**            MinimumMonthly**

**            Interest**(Section 1.2):              NotApplicable.”

 

**6.             ModifiedMaturity Date.**  Section 4 of the Schedule to Loan andSecurity Agreement is hereby amended to read as follows:

 

“**4.       MATURITY DATE**

(Section6.1):                             **February 28,2003**.

 

The outstanding principalbalance of Term Loan #1 will continue to be repaid in monthly principalpayments of $11,041.72 each in accordance with the terms of the Existing LoanDocuments until the earlier of:  (i)June 29, 2003, (ii) all Obligations related to Term Loan #1 have beenindefeasibly paid in full to Silicon or (iii) the date this Agreementterminates by its terms or is terminated by either party in accordance with itsterms.  Interest on Term Loan #1 shallbe payable monthly as provided for in Section 1.2 of this Agreement.”

 

**7.             ModifiedTangible Net Worth. **TheTangible Net Worth Financial Covenant set forth in Section 5 of the Schedule toLoan and Security Agreement is hereby amended from “$32,000,000” to“$45,000,000.”

 

**8.             ModifiedCovenant Regarding Transactions with Subsidiaries. **The dollar limitationset forth in Subclause (6) of Section 9 of the Schedule to Loan and SecurityAgreement is hereby amended from “$500,000” to “$1,000,000.”

 

**9.             Fee.** In consideration for Silicon entering intothis Amendment, Borrower shall concurrently pay Silicon a fee in the amount of$33,333.34, which shall be non-refundable and in addition to all interest andother fees payable to Silicon under the Loan Documents.  Silicon is authorized to charge said fee toBorrower’s loan account.

 

**10.          RepresentationsTrue.** Borrower represents and warrants to Siliconthat all representations and warranties set forth in the Loan Agreement, asamended hereby, are true and correct.

 

**11.          GeneralProvisions.* ***ThisAmendment, the Loan Agreement, any prior written amendments to the LoanAgreement signed by Silicon and Borrower, and the other written documents andagreements between Silicon and Borrower set forth in full all of therepresentations and agreements of the parties with respect to the subject matterhereof and supersede all prior discussions, representations, agreements andunder­standings between the parties with respect to the subject hereof.  Except as herein expressly amended, all ofthe terms and provisions of the Loan Agreement, and all other documents andagreements between Silicon

 

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and Borrower shallcontinue in full force and effect and the same are hereby ratified andconfirmed.

 

 
| **Borrower:**                                                                    |                            | **Silicon:**                  |            |
|----------------------------------------------------------------------------------|---------------------------------|-------------------------------|-----------------|
|                                                                             |                            |                          |            |
| ** INVISION  TECHNOLOGIES, INC.**                                           |                            | ** SILICON VALLEY BANK** |            |
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| ** By**                                                                     | ***/s/ Ross Mulholland, CFO***  |                          | ** By**    | ** */s/ Milad  Hanna*** |   |
|                                                                             | **President or Vice President** |                          | ** Title** | ***Sr. Vice President*** |   |
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| ** By**                                                                     |                            |                          |            |   |
| **        Secretary or Ass’t Secretary** |                            |                          |            |
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