**Exhibit 10.46**

**BOARD OF DIRECTORS  - RETAINER AGREEMENT**

 

This agreement made as ofAugust 1, 2001 between InVision Technologies, Inc., with its principal place ofbusiness at 7151 Gateway Boulevard, Newark, CA 94560 (“InVision”) and StrategicInitiatives, Inc., with an address of 7415 S.E. 31st Avenue,Portland, OR 97202.  StrategicInitiatives hereby appoints Louis A. Turpen as its representative to providethe services required of the Director, subject to Mr. Turpen’s (i) acceptanceof the appointment; (ii) his representation that the warranties made in thisAgreement are also true as to him and (iii) his execution of InVision’sProprietary Information and Inventions Agreement.  The Director agrees to provide services according to thefollowing:

 
| **I.** | **Services  Provided** |
|--------|------------------------|

 

InVision agrees to engageStrategic Initiatives Inc. who will provide Louis A. Turpen to serve as amember of the Board of Directors (the “Director”) and to provide those servicesrequired of a director under InVision’s Articles of Incorporation and Bylaws(“Articles and Bylaws”), as both may be amended from time, to time and underthe General Corporation Law of Delaware, the federal securities laws and otherstate and federal laws and regulations, as applicable.

 
| **II.** | **Nature  of Relationship** |
|---------|-----------------------------|

 

The Director is an independent contractor and will notbe deemed an employee of InVision for purposes of employee benefits, income taxwithholding, F.I.C.A. taxes, unemployment benefits or otherwise.  The Director shall not enter into anyagreement or incur any obligations on InVision’s behalf.

 

InVision will supply, at no cost to the Director:  periodic briefings on the business, directorpackages for each board and committee meeting, copies of minutes of meetingsand any other materials that are required under InVision’s Articles and Bylawsor the charter of any committee of the board on which the director serves andany other materials which may, by mutual agreement, be necessary for performingthe services requested under this contract.

 
| **III.** | **Director’s  Warranties** |
|----------|---------------------------------|

 

The Director warrants that no other party hasexclusive rights to his services in the specific areas described and that theDirector is in no way compromising any rights or trust between any other partyand the Director or creating a conflict of interest.  The Director also warrants that no other agreement will beentered into that will create a conflict of interest with this agreement.  The Director further warrants that he willcomply with all applicable state and federal laws and regulations, asapplicable, including Sections 10 and 16 of the Securities and Exchange Act of1934.

 

## Throughout theterm of this agreement and for a period of six months thereafter, the Directoragrees he will not, without obtaining InVision’s prior written consent, directlyor indirectly engage or prepare to engage in any activity in competition withany InVision 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 theterm of this agreement (prorate for the first year $10,416.67) 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 ofan option to purchase a specified number of shares under the term of InVision’s2000 Equity 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.  Theamount and 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 be in effect from August 1, 2001through the last date of the Director’s current term as a member of InVision’sBoard of Directors.  This agreementshall be automatically renewed on the date of the Director’s reelection as amember of InVision’s Board of Director’s for the period of such new term unlessthe Board of Directors determines not to renew this agreement.   Any amendment to this agreement must beapproved by a written action of InVision’s Board of Directors.  Amendments to Section IV Compensationhereof 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, InVision Board ofDirectors.

In the event of any termination of this agreement, theDirector agrees to return any materials transferred to the Director under thisagreement except as may be necessary to fulfill any outstanding obligationshereunder.  The Director agrees thatInVision has the right of injunctive relief to enforce this provision.

 

InVision’s obligation in the event of such terminationshall be to pay the Director the retainer and other payments due through thedate of termination.

 

Termination shall not relieve either party of itscontinuing obligation under this agreement with respect to confidentiality ofproprietary 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 for the maintenance ofconfidentiality, neither party shall be liable to the other for delay in anyperformance, or for failure to render any performance under this agreement whensuch delay or failure is caused by Government regulations (whether or notvalid), fire, strike, differences with workmen, illness of employees, flood,accident, or any other cause or causes beyond reasonable control of suchdelinquent 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.** | **Resolution  of Dispute** |
|--------|----------------------------|

 

Any dispute regarding the agreement (including withoutlimitation its validity, interpretation, performance, enforcement, terminationand damages) shall be determined in accordance with the laws of the State ofCalifornia, the United States of America. Any action under this paragraph shall not preclude any party hereto fromseeking injunctive or other legal relief to which each party may be entitled.

 
| **XI.** | **Sole  Agreement** |
|---------|---------------------|

 

This agreement (including agreements executed insubstantially in the form of the exhibits attached hereto) supersedes all prioror contemporaneous written or oral understandings or agreements, and may not beadded to, modified, or waived, in whole or in part, except by a writing signedby the party against whom such addition, modification or waiver is sought to beasserted.

 
| **XII.** | **Assignment** |
|----------|----------------|

 

This agreement and all of the provisions hereof shallbe binding upon and insure to the benefit of the parties hereto and theirrespective successors and permitted assigns and, except as otherwise expresslyprovided herein, neither this agreement, nor any of the rights, interests orobligations hereunder shall be assigned by either of the parties hereto withoutthe prior written consent of the other party.

 
| **XIII.** | **Notices** |
|-----------|-------------|

 

Any and all notices, requests and other communicationsrequired or permitted hereunder shall be in writing, registered mail or byfacsimile, to each of the parties at the addresses set forth above or thenumbers set forth below:

 
| The Director: |   | Attention: |   | Strategic Initiatives Inc. |   |
|---------------|--------|------------|--------|----------------------------|--------|
|          |   | Telephone: |   | 416-487-3834               |   |
|          |   | Facsimile: |   | 416-487-3834               |   |
|          |   |       |   |                       |   |
| InVision:     |   | Attention: |   | Dr. Sergio Magistri        |   |
|          |   | Telephone: |   | 510-739-2401               |   |
|          |   | Facsimile: |   | 510-608-0770               |   |

 

 

Any such notice shall be deemed given when receivedand notice given by registered mail shall be considered to have been given onthe tenth (10th) day after having been sent in the manner provided for above.

 

 
| **XIV.** | **Survival  of Obligations** |
|----------|------------------------------|

 

Notwithstanding the expiration of termination of thisagreement, neither party hereto shall be released hereunder from any liabilityor obligation to the other which has already accrued as of the time of suchexpiration or termination (including, without limitation, InVision’s obligationto make any fees and expense payments required pursuant to Article IV hereof)or which thereafter might accrue in respect of any act or omission of suchparty prior to such expiration or termination.

 
| **XV.** | **Severability** |
|---------|------------------|

 

Any provision of this agreement which is determined tobe invalid or unenforceable shall not affect the remainder of this agreement,which shall remain in effect as though the invalid or unenforceable provisionhad not been included herein, unless the removal of the invalid orunenforceable provision would substantially defeat the intent, purpose orspirit 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.

 
| Strategic Initiatives, Inc. |                                  |   |   |
|-----------------------------|---------------------------------------|--------|--------|
|                        |                                  |   |   |   |
| Signature:                  | /s/ Louis A. Turpen                   |   | Date:  | 9/05/01 |
|                        |                                  |   |   |   |
| By:                         | Louis A. Turpen                       |   |   |   |
| Title:                      | President                             |   |   |   |
|                        |                                  |   |   |   |
| InVision Technologies, Inc. |                                  |   |   |
|                        |                                  |   |   |   |
| Signature:                  | /s/ Sergio Magistri                   |   | Date:  | 9/06/01 |
|                        |                                  |   |   |   |
| By:                         | Sergio Magistri                       |   |   |   |
| Title:                      | President and Chief Executive Officer |   |   |   |
|                             |                                       |        |        |  |  |  |  |  |

 

 

**ACCEPTANCE**:

 

I, Louis A. Turpen, hereby accept the appointment asstated in the above Agreement and represent that the warranties made in thisAgreement are also true as to me.

 
| Signature: | /s/ Louis A. Turpen |   | Date:  | 9/05/01 |
|------------|---------------------|--------|--------|---------|
|       | Louis A. Turpen     |   |   |    |

 

 

 

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 oral or 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 areimplied or 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 otherprovision of this Agreement, disclosure of Proprietary Information shall not beprecluded if such disclosure:

 

(a)   is in response to a valid order of a court orother 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 rights orenforced obligations under this Agreement, but only to the extent that any suchdisclosure 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 governedby the laws of the State of California as those laws are applied to contractsentered into and to be performed entirely in California by Californiaresidents.

 

                11.                This Agreement contains thefinal, complete and exclusive agreement of the parties relative to the subjectmatter hereof and may not be changed, modified, amended or supplemented exceptby a written instrument signed by both parties.

 

                12.                Each party hereby acknowledgesand agrees that in the event of any breach of this Agreement by the Director,including, without limitation, an actual or threatened disclosure ofProprietary Information without the prior express written consent of InVision,InVision will suffer an irreparable injury, such that no remedy at law willafford it adequate protection against, or appropriate compensation for, suchinjury.  Accordingly, each party herebyagrees that InVision shall be entitled to specific performance of theDirector's obligations under this Agreement, as well as such further injunctiverelief as may be granted by a court of competent jurisdiction.

 
| AGREED TO:            |                |   | AGREED TO:                   |
|-----------------------|---------------------|--------|------------------------------|
| InVision Technologies | , Inc.              |   | Strategic  Initiatives, Inc. |
| 7151 Gateway Blvd.    |                |   | 7415 S.E. 31st Avenue        |
| Newark, CA 94560      |                |   | Portland, OR 97202           |
| By:                   | /s/ Sergio Magistri |   | By:                          | /s/ Louis A. Turpen |
| Name:                 | Sergio Magistri     |   | Name:                        | Louis A. Turpen |
| Title:                | President & CEO |   | Title:                       | President |
|                       |                     |        |                              |  |  |  |  |

 

 

## EXHIBIT B

##  

## INDEMNITY AGREEMENT

 

**THIS AGREEMENT**is made and enteredinto this 1st day of August, 2001 by and between **INVISION TECHNOLOGIES, INC**.,a Delaware corporation (the “Corporation”), and Strategic Initiatives, Inc. whohereby appoints Louis A. Turpen as its representative** **(“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 hisability so long as he is duly electedand qualified in accordance with the provisions of the Bylaws or otherapplicable 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 all expenses(including attorneys’ fees), witness fees, damages, judgments, fines andamounts 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 valid andenforceable 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 otherindemnifying party similarly notified and electing to assume such defense,assume the defense thereof, with counsel reasonably satisfactory to Agent.After notice from the Corporation to Agent of its election to assume thedefense thereof, the Corporation will not be liable to Agent under thisAgreement for any legal or other expenses subsequently incurred by Agent inconnection with the defense thereof except for reasonable costs ofinvestigation or otherwise as provided below. Agent shall have the right toemploy separate counsel in such action, suit or proceeding but the fees andexpenses of such counsel incurred after notice from the Corporation of itsassumption of the defense thereof shall be at the expense of Agent unless (i)the employment of counsel by Agent has been authorized by the Corporation, (ii)Agent shall have reasonably concluded, and so notified the Corporation, thatthere is an actual conflict of interest between the Corporation and Agent inthe conduct of the defense of such action or (iii) the Corporation shall not infact have employed counsel to assume the defense of such action, in each ofwhich cases the fees and expenses of Agent’s separate counsel shall be at theexpense of the Corporation. The Corporation shall not be entitled to assume thedefense of any action, suit or proceeding brought by or on behalf of theCorporation or as to which Agent shall have made the conclusion provided for inclause (ii) above; and

 

**(c)**  the Corporation shall not be liable to indemnify Agent under thisAgreement for any amounts paid in settlement of any action or claim effectedwithout its written consent, which shall not be unreasonably withheld. TheCorporation shall be permitted to settle any action except that it shall notsettle any action or claim in any manner which would impose any penalty orlimitation on Agent without Agent’s written consent, which may be given orwithheld 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 hisclaim.It shall be a defense to any action for which a claim for indemnification ismade under Section 3 hereof (other than an action brought to enforce a claimfor expenses 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 itsstockholders) that such indemnification is improper shall be a defense to theaction or create a presumption that Agent is not entitled to indemnificationunder this Agreement 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 rightsconferred on Agent by this Agreement shall continue after Agent has ceased tobe a director, officer, employee or other agent of the Corporation or to serveat the request of the Corporation as a director, officer, employee or otheragent of another corporation, partnership, joint venture, trust, employeebenefit plan or other enterprise and shall inure to the benefit of Agent’sheirs, executors and administrators.

 

 

**(b)**The Corporationshall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business orassets of the Corporation, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that the Corporation wouldbe required to perform 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 providedby the 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:          | **Strategic Initiatives, Inc.** |
|---------|----------------------------|---------------------------------|
|    |                       |                            | 7415  S.E. 31st Avenue |
|    |                       |                            | Portland,  OR 97202 |
|    |                       |                            |   |
| **(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.** |   | **STRATEGIC INITIATIVES, INC.** |  
By:

/s/ Sergio Magistri

 

By:

/s/ Louis A. Turpen

 
Name:

 Sergio Magistri, CEO

 

Name:

Louis A. Turpen, President

 

** ** |
|---------------------------------|--------|---------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|