**Exhibit10.47**

**BOARD OF DIRECTORS  - RETAINER AGREEMENT**

 

 

This agreement made as ofMay 30, 2001 between InVision Technologies, Inc., with its principal place ofbusiness at 7151 Gateway Boulevard, Newark, CA 94560 (“InVision”) and StephenBlum, with an address of 220 East 65th Street, New York, NY 10021,provides for director services, according to the following:

 

**I.**              **ServicesProvided**

 

InVision agrees to engageStephen Blum to serve as a member of the Board of Directors (the “Director”)and to provide those services required of a director under InVision’s Articlesof Incorporation and Bylaws (“Articles and Bylaws”), as both may be amendedfrom time, to time and under the General Corporation Law of Delaware, thefederal securities laws and other state and federal laws and regulations, asapplicable.

 

**II.**            **Nature ofRelationship**

 

The Director is anindependent contractor and will not be deemed an employee of InVision forpurposes of employee benefits, income tax withholding, F.I.C.A. taxes,unemployment benefits or otherwise.  TheDirector shall not enter into any agreement or incur any obligations onInVision’s behalf.

 

InVision will supply, atno cost to the Director:  periodicbriefings on the business, director packages for each board and committeemeeting, copies of minutes of meetings and any other materials that arerequired under InVision’s Articles and Bylaws or the charter of any committeeof the board on which the director serves and any other materials which may, bymutual agreement, be necessary for performing the services requested under thiscontract.

 

**III.           Director’sWarranties**

 

The Director warrantsthat no other party has exclusive rights to his services in the specific areasdescribed and that the Director is in no way compromising any rights or trustbetween any other party and the Director or creating a conflict ofinterest.  The Director also warrantsthat no other agreement will be entered into that will create a conflict ofinterest with this agreement.  TheDirector further warrants that he will comply with all applicable state andfederal laws and regulations, as applicable, including Sections 10 and 16 ofthe Securities and Exchange Act of 1934.

 

Throughout the term ofthis agreement and for a period of six months thereafter, the Director agreeshe will not, without obtaining InVision’s prior written consent, directly orindirectly engage or prepare to engage in any activity in competition with anyInVision business or product, including products in the development stage,accept employment or provide services to (including service as a member of aboard of directors), or establish a business in competition with InVision.

 

**IV.           Compensation**

 

                **A.  Retainer**

 

#### InVisionshall pay the Director a nonrefundable retainer of $25,000 per year during the termof this agreement (prorate for the first year $14,583.33) to provide theservices described in Section I which shallcompensate him for all time spent preparing for, travelling to (if applicable)and attending board of director meetings during the year; provided, however,that if more than three board meetings require out-of-town travel time, suchadditional travel time may be billed at the rate set forth in subparagraph C.below.  The retainer shall beprovided for portions of the term less than a full calendar year.  This retainer may be revised by action ofInVision’s Board of Directors from time to time.  Such revision shall be effective as of the date specified in theresolution for payments not yet made and need not be documented by an amendmentto this agreement.

 

# **B.    Stock Options**

 

Subject toapproval by the Board of Directors, an annual grant of an option to purchaseInVision common stock, par value $.001 per share, shall be made to theDirector.  The grant shall consist of anoption to purchase a specified number of shares under the term of InVision’s2000 Equity Incentive Plan or then effective incentive plan.  The specified number of shares for a newappointment to the Board shall be 20,000 shares in 2001, which grant hasalready been made, and an annual grant at the discretion of the Board.  Currently this grant is of 10,000shares.  Twenty-five percent of theoption shall vest on each quarterly anniversary of the date of grant.  The amountand terms of the annual option grant may be revised by action ofInVision’s Board of Directors from time to time.  Such revision shall be effective as of the date specified in theresolution for any grants not yet made and need not be documented by anamendment to this agreement.

 

**C.    Additional Payments**

 

#### To theextent services described in Section I require more than three out-of-towntrips, such additional travel time may be charged at the rate of $2,000 per dayor part thereof.   This rate may berevised by action of InVision’s Board of Directors from time to time forpayments not yet made.  Such revisionshall be effective as of the date specified in the resolution and need not bedocumented by an amendment to this agreement.

 

**D.    Payment**

 

Retainer payments shall be made quarterly in cash inadvance on the first day of each accounting quarter.  Additional payments shall be made in arrears.  No invoices need be submitted by theDirector for payment of the retainer. Invoices for additional payments under C, above, shall be submitted.Such invoices must be approved by InVision’s Chief Executive Officer as to formand completeness.

 

**D.    Expenses**

 

InVision will reimbursethe Director for reasonable expenses approved in advance, such approval not tobe unreasonably withheld.  Invoices forexpenses, with receipts attached, shall be submitted. Such invoices must beapproved by InVision’s Chief Executive Officer as to form and completeness.

 

**V.            Indemnification and Insurance**

 

InVision will execute anindemnification agreement in favor of the Director substantially in the form ofthe agreement attached hereto as Exhibit B. In addition, InVision will provide directors and officers liabilityinsurance.

 

**VI.           Term of Agreement**

 

This agreement shall bein effect from May 30, 2001 through the last date of the Director’s currentterm as a member of InVision’s Board of Directors.  This agreement shall be automatically renewed on the date of theDirector’s reelection as a member of InVision’s Board of Director’s for theperiod of such new term unless the Board of Directors determines not to renewthis agreement.   Any amendment to thisagreement must be approved by a written action of InVision’s Board ofDirectors.  Amendments to Section IVCompensation hereof do not require the Director’s consent to be effective.

 

**VII.         Termination**

 

This agreement shallautomatically terminate upon the death of the Director or upon his resignationor removal from, or failure to win election or reelection to, the InVisionBoard of Directors.

In the event of anytermination of this agreement, the Director agrees to return any materialstransferred to the Director under this agreement except as may be necessary tofulfill any outstanding obligations hereunder. The Director agrees that InVision has the right of injunctive relief toenforce this provision.

 

InVision’s obligation inthe event of such termination shall be to pay the Director the retainer andother payments due through the date of termination.

 

Termination shall notrelieve either party of its continuing obligation under this agreement with respectto confidentiality of proprietary information.

 

**VIII.        Limitation of Liability**

 

Under no circumstancesshall InVision be liable to the Director for any consequential damages claimedby any other party as a result of representations made by the Director withrespect to InVision which are different from any to those made in writing byInVision.

 

Furthermore, except forthe maintenance of confidentiality, neither party shall be liable to the otherfor delay in any performance, or for failure to render any performance underthis agreement when such delay or failure is caused by Government regulations(whether or not valid), fire, strike, differences with workmen, illness ofemployees, flood, accident, or any other cause or causes beyond reasonablecontrol of such delinquent party.

 

**IX.           Confidentiality**

 

The Director agrees tosign and abide by InVision’s Director Proprietary Information and InventionsAgreement, a copy of which is attached hereto as Exhibit A.

 

**X.            Resolutionof Dispute**

 

Any dispute regarding theagreement (including without limitation its validity, interpretation,performance, enforcement, termination and damages) shall be determined inaccordance with the laws of the State of California, the United States ofAmerica.  Any action under this paragraphshall not preclude any party hereto from seeking injunctive or other legalrelief to which each party may be entitled.

 

**XI.           SoleAgreement**

 

This agreement (includingagreements executed in substantially in the form of the exhibits attachedhereto) supersedes all prior or contemporaneous written or oral understandingsor agreements, and may not be added to, modified, or waived, in whole or inpart, except by a writing signed by the party against whom such addition,modification or waiver is sought to be asserted.

 

**XII.         Assignment**

 

This agreement and all ofthe provisions hereof shall be binding upon and insure to the benefit of theparties hereto and their respective successors and permitted assigns and,except as otherwise expressly provided herein, neither this agreement, nor anyof the rights, interests or obligations hereunder shall be assigned by eitherof the parties hereto without the prior written consent of the other party.

 

**XIII.        Notices**

 

Any and all notices,requests and other communications required or permitted hereunder shall be inwriting, registered mail or by facsimile, to each of the parties at theaddresses set forth above or the numbers set forth below:

 
| The Director: |   | Attention: |   | Mr. Stephen Blum    |   |
|---------------|--------|------------|--------|---------------------|--------|
|          |   | Telephone: |   | 212-872-2000        |   |
|          |   | Facsimile: |   | 212-832-6759        |   |
|          |   |       |   |                |   |
| InVision:     |   | Attention: |   | Dr. Sergio Magistri |   |
|          |   | Telephone: |   | 510-739-2401        |   |
|          |   | Facsimile: |   | 510-608-0770        |   |

 

 

 

Any such notice shall bedeemed given when received and notice given by registered mail shall be consideredto have been given on the tenth (10th) day after having been sent in the mannerprovided for above.

 

**XIV.        Survivalof Obligations**

 

Notwithstanding theexpiration of termination of this agreement, neither party hereto shall bereleased hereunder from any liability or obligation to the other which hasalready accrued as of the time of such expiration or termination (including,without limitation, InVision’s obligation to make any fees and expense paymentsrequired pursuant to Article IV hereof) or which thereafter might accrue inrespect of any act or omission of such party prior to such expiration ortermination.

 

**XV.         Severability**

 

Any provision of thisagreement which is determined to be invalid or unenforceable shall not affectthe remainder of this agreement, which shall remain in effect as though theinvalid or unenforceable provision had not been included herein, unless theremoval of the invalid or unenforceable provision would substantially defeatthe intent, purpose or spirit of this agreement.

 

IN WITNESS WHEREOF, the parties hereto have causedthis agreement to be executed by their duly authorized officers, as of the datefirst written above.

 

 

 

 
| Signature:                  | /s/ Stephen Blum    |                                  | Date: | 6/12/01 |
|-----------------------------|---------------------|---------------------------------------|-------|---------|
|                        |                |
| By:                         |                | Stephen Blum                          |
| Title:                      |                | Director                              |
|                        |                |
| InVision Technologies, Inc. |
|                        |                |
| Signature:                  | /s/ Sergio Magistri |                                  | Date: | 8/20/01 |
|                        |                |
| By:                         |                | Sergio Magistri                       |
| Title:                      |                | President and Chief Executive Officer |
|                             |                     |                                       |       |         |  |  |

 

 

 

EXHIBIT A

 

BOARD OF DIRECTORSPROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

 

                WHEREAS, the parties desire to assure theconfidential status of the information which may be disclosed by InVision tothe Director; NOW THEREFORE, in reliance upon and in consideration of thefollowing undertaking, the parties agree as follows:

 

                1.             Subject to the limitations setforth in Paragraph 2, all information disclosed by InVision to the Directorshall be deemed to be "Proprietary Information".  In particular, Proprietary Information shallbe deemed to include any information, process, technique, algorithm, program,design, drawing, formula or test data relating to any research project, work inprocess, future development, engineering, manufacturing, marketing, servicing,financing or personnel matter relating to InVision, its present or futureproducts, sales, suppliers, customers, employees, investors, or business,whether or oral, written, graphic or electronic form.

 

                2.             The term "ProprietaryInformation" shall not be deemed to include information which the Directorcan demonstrate by competent written proof. (i) is now, or hereafter becomes,through no act or failure to act on the part of the Director, generally knownor available; (ii) is known by the Director at the time of receiving suchinformation as evidenced by its records: (iii) is hereafter furnished to theDirector by a third party, as a matter of right and without restriction ondisclosure; or (iv) is the subject of a written permission to disclose providedby InVision.

 

                3.             The Director shall maintain intrust and confidence and not disclose to any third party or use for anyunauthorized purpose any Proprietary Information received from InVision.  The Director may use such ProprietaryInformation only to the extent required to accomplish the purposes of thisAgreement.  The Director 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.  Noother rights of licenses to trademarks, inventions, copyrights, or patents are impliedor granted under this Agreement.

 

                4.             Proprietary Information suppliedshall not be reproduced in any form except as required to accomplish the intentof this Agreement.

 

                5.             The Director represents andwarrants that he shall protect the Proprietary Information received with atleast the same degree of care used to protect its own Proprietary Informationfrom unauthorized use or disclosure. The Director shall advise its employees or agents who might have accessto such Proprietary Information of the confidential nature thereof and shallobtain from each of such employers and agents an agreement to abide by theterms of this Agreement.  The Directorshall not disclose any Proprietary Information to any officer, employee oragent who does not have a need for such information.

 

                6.             All Proprietary Information(including all copies thereof) shall remain in the property of InVision, andshall be returned to InVision after Director's need for it has expired, or uponrequest of InVision, and in any event, upon completion or termination of thisAgreement.

 

                7.             Notwithstanding any other provisionof this Agreement, disclosure of Proprietary Information shall not be precludedif such disclosure:

 

(a)   is inresponse to a valid order of a court or other governmental body of the UnitedStates or any political subdivision thereof; provided, however, that theresponding party shall first have given notice to the other party hereto andshall have made a reasonable effort to obtain a protective order requiring thatthe Proprietary Information so disclosed be used only for the purpose for whichthe order was issued;

(b)   isotherwise required by law; or

(c)   isotherwise necessary to establish rights or enforced obligations under thisAgreement, but only to the extent that any such disclosure is necessary.

 

                8.             This Agreement shall continue infull force and effect for so long as the Director continues to receiveProprietary Information.  This Agreementmay be terminated at any time upon thirty (30) days written notice to the otherparty.  The termination of the Agreementshall not relieve the Director of the obligations imposed by Paragraphs 3, 4, 5and 12 of this Agreement with respect to Proprietary information disclosedprior to 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 Director agrees to indemnifyInVision for any loss or damage suffered as a result of any breach by theDirector of the terms of this Agreement, including any reasonable fees incurredby InVision in the collection of such indemnity.

 

                10.           This Agreement shall be governed bythe laws of the State of California as those laws are applied to contracts enteredinto and to be performed entirely in California by California residents.

 

                11.           This Agreement contains the final,complete and exclusive agreement of the parties relative to the subject matterhereof and may not be changed, modified, amended or supplemented except by awritten instrument signed by both parties.

 

                12.           Each party hereby acknowledges andagrees that in the event of any breach of this Agreement by the Director,including, without limitation, an actual or threatened disclosure of ProprietaryInformation without the prior express written consent of InVision, InVisionwill suffer an irreparable injury, such that no remedy at law will afford itadequate protection against, or appropriate compensation for, such injury.  Accordingly, each party hereby agrees thatInVision shall be entitled to specific performance of the Director'sobligations under this Agreement, as well as such further injunctive relief asmay be granted by a court of competent jurisdiction.

 
| AGREED TO:            |   | AGREED TO:                                                                                                   |
|-----------------------|--------|--------------------------------------------------------------------------------------------------------------|
| InVision Technologies |   |                 Mr.  Stephen Blum |
| 7151 Gateway Blvd.    |   | 220 East 65th Street                                                                                         |
| Newark, CA 94560      |   | New York, NY 10021                                                                                           |

 
| By:    | /s/ Sergio Magistri |   | By:    | /s/ Stephen Blum |
|--------|---------------------|--------|--------|------------------|
| Name:  | Sergio Magistri     |   | Name:  | Stephen Blum     |
| Title: | President & CEO |   | Title: | Director         |

 

##  

## EXHIBIT B

##  

## INDEMNITY AGREEMENT

 

**THIS AGREEMENT**is made and enteredinto this 30th day of May, 2001 by and between **INVISION TECHNOLOGIES, INC**.,a Delaware corporation (the “Corporation”), and **Stephen Blum**(“Agent”).

 

**RECITALS**

 

**WHEREAS,**Agent performs avaluable service to the Corporation in his capacity as Director of theCorporation;

 

**WHEREAS,**the stockholders of the Corporation have adopted bylaws (the “Bylaws”)providing for the indemnification of the directors, officers, employees andother agents of the Corporation, including persons serving at the request ofthe Corporation in such capacities with other corporations or enterprises, asauthorized by the Delaware General Corporation Law, as amended (the “Code”);

 

**WHEREAS,**the Bylaws and the Code, by their non-exclusive nature, permit contractsbetween the Corporation and its agents, officers, employees and other agentswith respect to indemnification of such persons; and

 

**WHEREAS,**in order to induce Agent to continue to serve as Director of theCorporation, the Corporation has determined and agreed to enter into thisAgreement with Agent;

 

**NOW,THEREFORE,**in consideration ofAgent’s continued service as Director after the date hereof, the parties heretoagree as follows:

 

**AGREEMENT**

 

**1. Services to the Corporation.**Agent will serve,at the will of the Corporation or under separate contract, if any such contractexists, as Director of the Corporation or as a director, officer or otherfiduciary of an affiliate of the Corporation (including any employee benefitplan of the Corporation) faithfully and to the best of his ability so long asheisduly elected and qualified in accordance with the provisions of the Bylaws orother applicable charter documents of the Corporation or such affiliate; *provided,however,*that Agent may at anytime and for any reason resign fromsuch position (subject to any contractual obligation that Agent may haveassumed apart from this Agreement) and that the Corporation or any affiliateshall have no obligation under this Agreement to continue Agent in any suchposition.

 

**2. Indemnity of Agent.**The Corporationhereby agrees to hold harmless and indemnify Agent to the fullest extentauthorized or permitted by the provisions of the Bylaws and the Code, as thesame may be amended from time to time (but, only to the extent that suchamendment permits the Corporation to provide broader indemnification rightsthan the Bylaws or the Code permitted prior to adoption of such amendment).

 

**3. Additional Indemnity.**In addition to andnot in limitation of the indemnification otherwise provided for herein, andsubject only to the exclusions set forth in Section 4 hereof, the Corporationhereby further agrees to hold harmless and indemnify Agent:

 

**(a)**against any and allexpenses (including attorneys’ fees), witness fees, damages, judgments, finesand amounts paid in settlement and any other amounts that Agent becomes legallyobligated to pay because of any claim or claims made against or by him inconnection with any threatened, pending or completed action, suit orproceeding, whether civil, criminal, arbitrational, administrative orinvestigative (including an action by or in the right of the Corporation) towhich Agent is, was or at any time becomes a party, or is threatened to be madea party, by reason of the fact that Agent is, was or at any time becomes adirector, officer, employee or other agent of Corporation, or is or was servingor at any time serves at the request of the Corporation as a director, officer,employee or other agent of another corporation, partnership, joint venture,trust, employee benefit plan or other enterprise; and

 

**(b)**otherwise to the fullest extentas may be provided to Agent by the Corporation under the non-exclusivityprovisions of the Code and Section 41 of the Bylaws.

 

**4. Limitations on Additional Indemnity.**No indemnity pursuant to Section 3 hereof shall be paid by theCorporation:

 

**(a)**on account of any claim againstAgent solely for an accounting of profits made from the purchase or sale byAgent of securities of the Corporation pursuant to the provisions of Section16(b) of the Securities Exchange Act of 1934 and amendments thereto or similarprovisions of any federal, state or local statutory law;

 

**(b)**on account of Agent’s conductthat is established by a final judgment as knowingly fraudulent or deliberatelydishonest or that constituted willful misconduct;

 

**(c)**on account of Agent’s conductthat is established by a final judgment as constituting a breach of Agent’sduty of loyalty to the Corporation or resulting in any personal profit oradvantage to which Agent was not legally entitled;

 

**(d)**for which payment is actuallymade to Agent under a valid and collectible insurance policy or under a validand enforceable indemnity clause, bylaw or agreement, except in respect of anyexcess beyond payment under such insurance, clause, bylaw or agreement;

 

**(e)**if indemnification is not lawful(and, in this respect, both the Corporation and Agent have been advised thatthe Securities and Exchange Commission believes that indemnification forliabilities arising under the federal securities laws is against public policyand is, therefore, unenforceable and that claims for indemnification should besubmitted to appropriate courts for adjudication); or

 

**(f)**in connection with anyproceeding (or part thereof) initiated by Agent, or any proceeding by Agentagainst the Corporation or its directors, officers, employees or other agents,unless (i) such indemnification is expressly required to be made by law, (ii)the proceeding was authorized by the Board of Directors of the Corporation,(iii) such indemnification is provided by the Corporation, in its solediscretion, pursuant to the powers vested in the Corporation under the Code, or(iv) the proceeding is initiated pursuant to Section 9 hereof.

**5. Continuation of Indemnity.**All agreements andobligations of the Corporation contained herein shall continue during theperiod Agent is a director, officer, employee or other agent of the Corporation(or is or was serving at the request of the Corporation as a director, officer,employee or other agent of another corporation, partnership, joint venture,trust, employee benefit plan or other enterprise) and shall continue thereafterso long as Agent shall be subject to any possible claim or threatened, pendingor completed action, suit or proceeding, whether civil, criminal,arbitrational, administrative or investigative, by reason of the fact thatAgent was serving in the capacity referred to herein.

 

**6. Partial Indemnification.**Agent shall beentitled under this Agreement to indemnification by the Corporation for aportion of the expenses (including attorneys’ fees), witness fees, damages,judgments, fines and amounts paid in settlement and any other amounts thatAgent becomes legally obligated to pay in connection with any action, suit orproceeding referred to in Section 3 hereof even if not entitled hereunder toindemnification for the total amount thereof, and the Corporation shallindemnify Agent for the portion thereof to which Agent is entitled.

 

**7. Notification and Defense of Claim.**Not later thanthirty (30) days after receipt by Agent of notice of the commencement of anyaction, suit or proceeding, Agent will, if a claim in respect thereof is to bemade against the Corporation under this Agreement, notify the Corporation ofthe commencement thereof; but the omission so to notify the Corporation willnot relieve it from any liability which it may have to Agent otherwise thanunder this Agreement. With respect to any such action, suit or proceeding as towhich Agent notifies the Corporation of the commencement thereof:

 

**(a)  **the Corporation will be entitledto participate therein at its own expense;

 

**(b)  **except as otherwise providedbelow, the Corporation may, at its option and jointly with any other indemnifyingparty similarly notified and electing to assume such defense, assume thedefense thereof, with counsel reasonably satisfactory to Agent. After noticefrom the Corporation to Agent of its election to assume the defense thereof,the Corporation will not be liable to Agent under this Agreement for any legalor other expenses subsequently incurred by Agent in connection with the defensethereof except for reasonable costs of investigation or otherwise as providedbelow. Agent shall have the right to employ separate counsel in such action,suit or proceeding but the fees and expenses of such counsel incurred afternotice from the Corporation of its assumption of the defense thereof shall beat the expense of Agent unless (i) the employment of counsel by Agent has beenauthorized by the Corporation, (ii) Agent shall have reasonably concluded, andso notified the Corporation, that there is an actual conflict of interestbetween the Corporation and Agent in the conduct of the defense of such actionor (iii) the Corporation shall not in fact have employed counsel to assume thedefense of such action, in each of which cases the fees and expenses of Agent’sseparate counsel shall be at the expense of the Corporation. The Corporationshall not be entitled to assume the defense of any action, suit or proceedingbrought by or on behalf of the Corporation or as to which Agent shall have madethe conclusion provided for in clause (ii) above; and

 

**(c)  **the Corporation shall not beliable to indemnify Agent under this Agreement for any amounts paid insettlement of any action or claim effected without its written consent, whichshall not be unreasonably withheld. The Corporation shall be permitted tosettle any action except that it shall not settle any action or claim in anymanner which would impose any penalty or limitation on Agent without Agent’swritten consent, which may be given or withheld in Agent’s sole discretion.

 

**8. Expenses.**The Corporationshall advance, prior to the final disposition of any proceeding, promptlyfollowing request therefor, all expenses incurred by Agent in connection withsuch proceeding upon receipt of an undertaking by or on behalf of Agent torepay said amounts if it shall be determined ultimately that Agent is notentitled to be indemnified under the provisions of this Agreement, the Bylaws,the Code or otherwise.

 

**9. Enforcement.**Any right toindemnification or advances granted by this Agreement to Agent shall beenforceable by or on behalf of Agent in any court of competent jurisdiction if(i) the claim for indemnification or advances is denied, in whole or in part,or (ii) no disposition of such claim is made within ninety (90) days of requesttherefor. Agent, in such enforcement action, if successful in whole or in part,shall be entitled to be paid also the expense of prosecuting his claim. Itshall be a defense to any action for which a claim for indemnification is madeunder Section 3 hereof (other than an action brought to enforce a claim forexpenses pursuant to Section 8 hereof, *provided that*the required undertaking hasbeen tendered to the Corporation) that Agent is not entitled to indemnificationbecause of the limitations set forth in Section 4 hereof. Neither the failureof the Corporation (including its Board of Directors or its stockholders) tohave made a determination prior to the commencement of such enforcement actionthat indemnification of Agent is proper in the circumstances, nor an actualdetermination by the Corporation (including its Board of Directors or its stockholders)that such indemnification is improper shall be a defense to the action orcreate a presumption that Agent is not entitled to indemnification under thisAgreement or otherwise.

 

**10. Subrogation.**In the event ofpayment under this Agreement, the Corporation shall be subrogated to the extentof such payment to all of the rights of recovery of Agent, who shall executeall documents required and shall do all acts that may be necessary to securesuch rights and to enable the Corporation effectively to bring suit to enforcesuch rights.

 

**11. Non-Exclusivity of Rights.**The rightsconferred on Agent by this Agreement shall not be exclusive of any other rightwhich Agent may have or hereafter acquire under any statute, provision of theCorporation’s Certificate of Incorporation or Bylaws, agreement, vote ofstockholders or directors, or otherwise, both as to action in hisofficialcapacity and as to action in another capacity while holding office.

 

**12. Survival of Rights.**

 

**(a)  **The rights conferred on Agent bythis Agreement shall continue after Agent has ceased to be a director, officer,employee or other agent of the Corporation or to serve at the request of theCorporation as a director, officer, employee or other agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise and shall inure to the benefit of Agent’s heirs, executors andadministrators.

 

**(b)  **The Corporation shall requireany successor (whether direct or indirect, by purchase, merger, consolidationor otherwise) to all or substantially all of the business or assets of theCorporation, expressly to assume and agree to perform this Agreement in thesame manner and to the same extent that the Corporation would be required toperform if no such succession had taken place.

 

**13. Separability.**Each of theprovisions of this Agreement is a separate and distinct agreement andindependent of the others, so that if any provision hereof shall be held to beinvalid for any reason, such invalidity or unenforceability shall not affectthe validity or enforceability of the other provisions hereof. Furthermore, ifthis Agreement shall be invalidated in its entirety on any ground, then theCorporation shall nevertheless indemnify Agent to the fullest extent provided bythe Bylaws, the Code or any other applicable law.

 

**14. Governing Law.**This Agreementshall be interpreted and enforced in accordance with the laws of the State ofDelaware.

 

**15. Amendment and Termination.**No amendment,modification, termination or cancellation of this Agreement shall be effectiveunless in writing signed by both parties hereto.

 

**16. Identical Counterparts.**This Agreement maybe executed in one or more counterparts, each of which shall for all purposesbe deemed to be an original but all of which together shall constitute but oneand the same Agreement. Only one such counterpart need be produced to evidencethe existence of this Agreement.

 

**17. Headings.**The headings of thesections of this Agreement are inserted for convenience only and shall not bedeemed to constitute part of this Agreement or to affect the constructionhereof.

 

**18. Notices.**All notices,requests, demands and other communications hereunder shall be in writing andshall be deemed to have been duly given (i) upon delivery if delivered by handto the party to whom such communication was directed or (ii) upon the thirdbusiness day after the date on which such communication was mailed if mailed bycertified or registered mail with postage prepaid:

 

**(a)  **If to Agent, to:  220 East 65th Street, New York,NY 10021

**(b)  **If to the Corporation, to:

 

**INVISION****TECHNOLOGIES, INC.**

7151 Gateway Blvd.

Newark, CA 94560

 

or to such other address as may have beenfurnished to Agent by the Corporation.

 

**IN WITNESS WHEREOF,**the parties heretohave executed this Agreement on and as of the day and year first above written.
| **INVISION TECHNOLOGIES, INC,** |                      |
|---------------------------------|---------------------------|
|                            |                      |
| By:                             | /s/ Sergio Magistri       |   |
| Name: Sergio Magistri           | Title President & CEO |   |
|                            |                      |
| **AGENT**                       |                      |
|                            |                      |
| /s/ Stephen Blum                |                      |
| Name: Stephen Blum              |                      |
|                                 |                           |  |  |