**INDEMNITYAGREEMENT**

**             THISAGREEMENT**ismade and entered into this ____ day of __________, 2001 by and between **INVISIONTECHNOLOGIES, INC**., a Delaware corporation (the “Corporation”), and **[NAME OFINDEMNITEE]**(“Agent”).

**RECITALS**

**             WHEREAS,**Agent performs a valuableservice to the Corporation in __________ capacity as __________ 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 toindemnification of such persons; and

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

**             NOW, THEREFORE,**inconsideration of Agent’s continued service as __________ after the date hereof,the parties hereto agree as follows:

**AGREEMENT**

**             1.Services to the Corporation.**Agent will serve, at the will of the Corporation orunder separate contract, if any such contract exists, as __________ of theCorporation or as a director, officer or other fiduciary of an affiliate of theCorporation (including any employee benefit plan of the Corporation) faithfullyand to the best of **[his/her]**ability so long as **[s/he]**isduly 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.**TheCorporation hereby agrees to hold harmless and indemnify Agent to the fullestextent authorized or permitted by the provisions of the Bylaws andthe Code, asthe same 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).2.

**             3.Additional Indemnity.**Inaddition to and not in limitation of the indemnification otherwise provided forherein, and subject only to the exclusions set forth in Section 4 hereof, theCorporation hereby further agrees to hold harmless and indemnify Agent:

**(a)       **against any and all expenses (including attorneys’fees), witness fees, damages, judgments, fines and amounts paid in settlementand any other amounts that Agent becomes legally obligated to pay because ofany claim or claims made against or by him in connection with any threatened,pending or completed action, suit or proceeding, whether civil, criminal,arbitrational, administrative or investigative (including an action by or inthe right of the Corporation) to which Agent is, was or at any time becomes aparty, or is threatened to be made a party, by reason of the fact that Agentis, was or at any time becomes a director, officer, employee or other agent ofCorporation, or is or was serving or at any time serves 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

**(b)      **otherwise to the fullest extent as may be provided toAgent by theCorporation under the non-exclusivity provisions of the Code and Section 41 ofthe Bylaws.

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

**(a)       **on account of any claim against Agent solely for anaccounting of profits made from the purchase or sale by Agent of securities ofthe Corporation pursuant to the provisions of Section 16(b) of the SecuritiesExchange Act of 1934 and amendments thereto or similar provisions of anyfederal, state or local statutory law;

**(b)      **on account of Agent’s conduct that is established by afinal judgment as knowingly fraudulent or deliberately dishonest or thatconstituted willful misconduct;

**(c)       **on account of Agent’s conduct that is established by afinal judgment as constituting a breach of Agent’s duty of loyalty to the Corporationor resulting in any personal profit or advantage to which Agent was not legallyentitled;

**(d)      **for which payment is actually made to Agent under avalid and collectible insurance policy or under a valid and enforceableindemnity clause, bylaw or agreement, except in respect of any excess beyondpayment 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 that the Securities andExchange Commission believes that indemnification for liabilities arising underthe federal securities laws is against public policy and is, therefore,unenforceable and that claims for indemnification should be submitted toappropriate courts for adjudication); or

**(f)       **in connection with any proceeding (or part thereof)initiated by Agent, or any proceeding by Agent against the Corporation or itsdirectors, officers, employees or other agents, unless (i) such indemnificationis expressly required to be made by law, (ii) the proceeding was authorized bythe Board of Directors of the Corporation, (iii) such indemnification isprovided by the Corporation, in its sole discretion, pursuant to the powersvested in the Corporation under the Code, or (iv) the proceeding is initiated pursuantto Section 9 hereof.

**             5.Continuation of Indemnity.**Allagreements and obligations of the Corporation contained herein shall continueduring the period Agent is a director, officer, employee or other agent of theCorporation (or is or was serving at the request of the Corporation as adirector, officer, employee or other agent of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise) and shallcontinue thereafter so long as Agent shall be subject to any possible claim orthreatened, pending or completed action, suit or proceeding, whether civil,criminal, arbitrational, administrative or investigative, by reason of the factthat Agent was serving in the capacity referred to herein.

**             6.Partial Indemnification.**Agentshall be entitled under this Agreement to indemnification by the Corporationfor a portion of the expenses (including attorneys’ fees), witness fees,damages, judgments, fines and amounts paid in settlement and any other amountsthat Agent becomes legally obligated to pay in connection with any action, suitor proceeding 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 than thirty (30) days after receipt by Agentof notice of the commencement of any action, suit or proceeding, Agent will, ifa claim in respect thereof is to be made against the Corporation under thisAgreement, notify the Corporation of the commencement thereof; but the omissionso to notify the Corporation will not relieve it from any liability which itmay have to Agent otherwise than under this Agreement. With respect to any suchaction, suit or proceeding as to which Agent notifies the Corporation of thecommencement thereof:

**(a)       **the Corporation will be entitled to participate thereinat its own expense;

**(b)      **except as otherwise provided below, the Corporation may,at its option and jointly with any other indemnifying party similarly notifiedand electing to assume such defense, assume the defense thereof, with counselreasonably satisfactory to Agent. After notice from the Corporation to Agent ofits election to assume the defense thereof, the Corporation will not be liableto Agent under this Agreement for any legal or other expenses subsequentlyincurred by Agent in connection with the defense thereof except for reasonablecosts of investigation or otherwise as provided below. Agent shall have theright to employ separate counsel in such action, suit or proceeding but thefees and expenses of such counsel incurred after notice from the Corporation ofits assumption 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 Agentunder this Agreement for any amounts paid in settlement of any action or claimeffected without its written consent, which shall not be unreasonably withheld.The Corporation 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.**TheCorporation shall advance, prior to the final disposition of any proceeding,promptly following request therefor, all expenses incurred by Agent inconnection with such proceeding upon receipt of an undertaking by or on behalfof Agent to repay said amounts if it shall be determined ultimately that Agentis not entitled to be indemnified under the provisions of this Agreement, theBylaws, the Code or otherwise.

**             9.Enforcement.**Anyright to indemnification or advances granted by this Agreement to Agent shallbe enforceable by or on behalf of Agent in any court of competent jurisdictionif (i) the claim for indemnification or advances is denied, in whole or inpart, or (ii) no disposition of such claim is made within ninety (90) days ofrequest therefor. Agent, in such enforcement action, if successful in whole orin part, shall be entitled to be paid also the expense of prosecuting **[his/her]**claim.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.**Inthe event of payment under this Agreement, the Corporation shall be subrogatedto the extent of such payment to all of the rights of recovery of Agent, whoshall execute all documents required and shall do all acts that may benecessary to secure such rights and to enable the Corporation effectively tobring suit to enforce such rights.

             **11. Non-Exclusivity of Rights.**The rights conferred on Agent by this Agreement shallnot be exclusive of any other right which Agent may have or hereafter acquireunder any statute, provision of the Corporation’s Certificate of Incorporationor Bylaws, agreement, vote of stockholders or directors, or otherwise, both asto action in **[his/her]**official capacity and as to action in anothercapacity while holding office.

**             12.Survival of Rights.**

**(a)       **The rights conferred on Agent by this Agreement shallcontinue after Agent has ceased to be a director, officer, employee or otheragent of the Corporation or to serve at the request of the Corporation as adirector, officer, employee or other agent of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise and shall inureto the benefit of Agent’s heirs, executors and administrators.

**(b)      **The Corporation shall require any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Corporation, expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform if no such successionhad taken place.

**             13.Separability.**Eachof the provisions 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.**ThisAgreement shall be interpreted and enforced in accordancewith the laws of the State of Delaware.

**             15.Amendment and Termination.**Noamendment, modification, termination orcancellation of this Agreement shall be effective unless in writing signed byboth parties hereto.

**             16.Identical Counterparts.**ThisAgreement may be executed in one or more counterparts, each of which shall forall purposes be deemed to be an original but all of which together shallconstitute but one and the same Agreement. Only one such counterpart need beproduced to evidence the existence of this Agreement.

**             17.Headings.**Theheadings of the sections of this Agreement are inserted for convenience onlyand shall not be deemed to constitute part of this Agreement or to affect theconstruction hereof.

**             18.Notices.**Allnotices, requests, demands and other communications hereunder shall be inwriting and shall be deemed to have been duly given (i) upon delivery ifdelivered by hand to the party to whom such communication was directed or (ii)upon the third business day after the date on which such communication wasmailed if mailed by certified or registered mail with postage prepaid:

**(a)       **If to Agent, at the address indicated on the signaturepage hereof.

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

**INVISION****TECHNOLOGIES, INC.**7151 Gateway Blvd.Newark, CA 94560

or to such otheraddress as may have been furnished to Agent by the Corporation.

**             INWITNESS WHEREOF,**theparties hereto have executed this Agreement on and as of the day and year firstabove written.

 

|   | **INVISION TECHNOLOGIES, INC,**                                                 |
|--------|---------------------------------------------------------------------------------|
|   |                                                                            |
|   | By:______________________________                                               |
|   |              Name:  |
|   |              Title: |
|   |                                                                            |
|   | **AGENT**                                                                       |
|   |                                                                            |
|   | **_________________________________**                                           |
|   | Name:                                                                           |