**Exhibit10.48**

THE WARRANT EVIDENCED ORCONSTITUTED HEREBY, AND ALL SHARES OF THE COMPANY’S COMMON STOCK ISSUABLEHEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED (“THE ACT”) AND MAY NOT BE SOLD, OFFERED FORSALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACTUNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM ANDSUBSTANCE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOTREQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCHSECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.

**WARRANT TO PURCHASECOMMON STOCKOF INVISION TECHNOLOGIES, INC.**
| Warrant No. CSW-2001-1 | Issue Date:  September 26, 2001 |
|------------------------|--------------------------------------|

** **

**THISCERTIFIES THAT**,for good and valuable consideration received, **Donald & Co. Securities Inc.**,or permitted registered assigns (“*Holder*”), is entitled, subject to theterms and conditions of this Warrant, at any time or from time to time beforethe first to occur of (i) 5:00 p.m. Pacific Time on September 25, 2006 and (ii)the closing of a Sale of the Company (such earlier date, the “*ExpirationDate*”), to purchase from **InVision Technologies Inc.**, a Delawarecorporation (the “*Company*”), up to One Hundred Thousand (100,000) shares ofCommon Stock of the Company, $.001 par value (“*Common Stock*”), as morefully described below, at a price per share equal to $9.95 (the “*ExercisePrice*”).  Both the number ofshares of Common Stock purchasable upon exercise of this Warrant and theExercise Price are subject to change as provided herein.

# **1.             CERTAIN DEFINITIONS**. As used in this Warrant the following terms shall have the followingrespective meanings:

“Fair Market Value” of a share of Common Stockas of a particular date shall mean:

### (a)           Iftraded on a securities exchange or The Nasdaq National Market, the Fair MarketValue shall be deemed to be the average of the closing prices of the CommonStock of the Company on such exchange or market over the 5 business days endingimmediately prior to the applicable date of valuation;

### (b)           Ifactively traded over-the-counter, but not on The Nasdaq National Market, theFair Market Value shall be deemed to be the average of the closing bid pricesover the 30-day period ending immediately prior to the applicable date ofvaluation; and

### (c)           Ifthere is no active public market, the Fair Market Value shall be the valuethereof, as determined in good faith by the Board of Directors of the Companyupon due consideration of the proposed determination thereof of the Holder.

“Registered Holder” shall mean any Holder inwhose name this Warrant is registered upon the books and records maintained bythe Company.

“Sale of the Company” shall mean (a) theacquisition of the Company by another entity by means of any transaction orseries of related transactions (including, without limitation, anyreorganization, merger or consolidation) that results in the stockholders ofthe Company immediately prior to such transaction or transactions owning lessthat fifty percent (50%) or more of the outstanding voting power of the Companyor surviving entity following such transaction or transactions; or (b) a saleof all or substantially all of the assets of the Company.

“Warrant” as used herein, shall include thisWarrant and any warrant delivered in substitution or exchange therefor asprovided herein.

# **2.             EXERCISE OF WARRANT**.

## 2.1           Payment.  Subject to compliance with the terms andconditions of this Warrant and applicable securities laws, this Warrant may beexercised, in whole or in part at any time or from time to time on or beforethe Expiration Date (the “*Exercise Period*”) by surrendering thisWarrant at the principal office of the Company together with:

### (a)           theform of Notice of Exercise attached hereto as *Exhibit 1* (the “*Notice ofExercise*”), duly executed by the Holder, and

### (b)           payment,(i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holderof indebtedness of the Company to the Holder; or (iii) by a combination of (i)and (ii), of an amount equal to the product obtained by multiplying the numberof shares of Common Stock being purchased upon such exercise by the theneffective Exercise Price  (the “*ExerciseAmount*”).

## 2.2           NetIssue Exercise.  In lieu of thepayment methods set forth in Section 2.1(b) above, the Holder may elect toexchange all or some of the Warrant for shares of Common Stock equal to thevalue of the amount of the Warrant being exchanged on the date ofexchange.  If Holder elects to exchangethis Warrant as provided in this Section 2.2, Holder shall tender to theCompany the Warrant for the amount being exchanged, along with the Notice ofExercise, duly executed by the Holder, specifying the Holder’s election toexchange some or all of the Warrant, and the Company shall issue to Holder thenumber of shares of the Common Stock computed using the following formula:

| X =    | Y      | (A-B) |
|--------|--------|-------|
|   |   | A     |

 

Where X = the number of shares of Common Stock to be issued to Holder.

Y = the number of shares of Common Stock purchasable under the amountof the Warrant being exchanged (as adjusted to the date of such calculation).

A = the Fair Market Value of one share of the Company’s Common Stock.

B = Exercise Price (as adjusted to the date of such calculation).

All references herein to an “exercise” of the Warrantshall include an exchange pursuant to this Section 2.2.

## 2.3           StockCertificates; Fractional Shares.  Assoon as practicable on or after the date this Warrant is exercised, the Companyshall issue and deliver to the person or persons entitled to receive the same acertificate or certificates for the number of whole shares of Common Stockissuable upon such exercise, together with cash in lieu of any fraction of ashare equal to such fraction of the current Fair Market Value of one wholeshare of Common Stock as of the date of exercise of this Warrant.  No fractional shares or scrip representingfractional shares shall be issued upon an exercise of this Warrant.

2.4           PartialExercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shallcancel this Warrant upon surrender hereof and shall execute and deliver a newWarrant of like tenor and date for the balance of the shares of Common Stockpurchasable hereunder.  This Warrantshall be deemed to have been exercised immediately prior to the close ofbusiness on the date of its surrender for exercise as provided above.  The person entitled to receive the shares ofCommon Stock issuable upon exercise of this Warrant shall be treated for allpurposes as the holder of record of such shares as of the close of business onthe date the Holder is deemed to have exercised this Warrant.

# **3.             VALID ISSUANCE:  TAXES**.  All sharesof Common Stock issued upon the exercise of this Warrant shall be validlyissued, fully paid and non-assessable, and the Company shall pay all taxes andother governmental charges that may be imposed in respect of the issue ordelivery thereof.  The Company shall notbe required to pay any tax or other charge imposed in connection with anytransfer involved in the issuance of any certificate for shares of Common Stockin any name other than that of the Registered Holder of this Warrant, and insuch case the Company shall not be required to issue or deliver any stockcertificate or security until such tax or other charge has been paid, or it hasbeen established to the Company’s reasonable satisfaction that no tax or othercharge is due.

# **4.             LOSS OR MUTILATION**. Upon receipt of evidence reasonably satisfactory to the Company of theownership of and the loss, theft, destruction or mutilation of this Warrant,and of indemnity reasonably satisfactory to it, and (in the case of mutilation)upon surrender and cancellation of this Warrant, the Company will execute anddeliver in lieu thereof a new Warrant of like tenor as the lost, stolen,destroyed or mutilated Warrant.

# **5.             ADJUSTMENTS**. If the Company shall at any time prior to the expiration of this Warrantsubdivide its Common Stock, by split-up or otherwise, or combine its CommonStock, or issue additional securities as a dividend with respect to any sharesof its Common Stock, the number of shares of Common Stock issuable on theexercise of this Warrant shall forthwith be proportionately increased in thecase of a subdivision or stock dividend, or proportionately decreased in thecase of a combination.  Appropriateadjustments shall also be made to the exercise price payable per share, but theaggregate purchase price payable for the total number of shares of Common Stockpurchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 5 shallbecome effective at the close of business on the date the subdivision orcombination becomes effective, or as of the record date of such dividend, or inthe event that no record date is fixed, upon the making of such dividend.

In the event of changes in the outstanding CommonStock by reason of recapitalizations, reclassifications, combinations orexchanges of shares, separations, reorganizations, liquidations, or the like asto which the provisions of the previous paragraph do not apply, the number andclass of shares of Common Stock available under the Warrant in the aggregateand the Exercise Price shall be correspondingly adjusted to give the Holder ofthe Warrant, on exercise for the same aggregate Exercise Price, the totalnumber, class, and kind of shares as the Holder would have owned had theWarrant been exercised prior to the event and had the Holder continued to holdsuch shares until after the event requiring adjustment.  The form of this Warrant need not be changedbecause of any adjustment in the number of shares of Common Stock subject tothis Warrant.

# **6.             RESERVATION OF STOCK**. The Company hereby covenants that at all times there shall be reservedfor issuance and delivery upon exercise of this Warrant such number of sharesof Common Stock as are from time to time issuable upon exercise of this Warrantand, from time to time as necessary, will take all steps necessary to amend itsCertificate of Incorporation to provide sufficient reserves of shares of CommonStock issuable upon exercise of this Warrant. All such shares shall be duly authorized, and when issued upon suchexercise, shall be validly issued, fully paid and non-assessable, free andclear of all liens, security interests, charges and other encumbrances orrestrictions on sale and free and clear of all preemptive rights, exceptencumbrances or restrictions arising under federal or state securities laws.Issuance of this Warrant shall constitute full authority to the Company’sofficers who are charged with the duty of executing stock certificates toexecute and issue the necessary certificates for shares of Common Stock uponthe exercise of this Warrant.

# **7.             TRANSFER AND EXCHANGE**. Subject to the terms and conditions of this Warrant and compliance withall applicable securities laws, this Warrant and all rights hereunder may betransferred to any Registered Holder’s parent, subsidiary or affiliate, inwhole or in part, on the books of the Company maintained for such purpose atthe principal office of the Company referred to above, by the Registered Holderhereof in person, or by duly authorized attorney, upon surrender of thisWarrant properly endorsed and upon payment of any necessary transfer tax orother governmental charge imposed upon such transfer.  Upon any permitted partial transfer, the Company will issue anddeliver to the Registered Holder a new Warrant or Warrants with respect to theshares of Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same,consents and agrees that when this Warrant shall have been so endorsed, theperson in possession of this Warrant may be treated by the Company, and allother persons dealing with this Warrant, as the absolute owner hereof for anypurpose and as the person entitled to exercise the rights represented hereby,any notice to the contrary notwithstanding; provided, however that until atransfer of this Warrant is duly registered on the books of the Company, theCompany may treat the Registered Holder hereof as the owner for all purposes.

# **8.             RESTRICTIONS ONTRANSFER**.  The Holder, by acceptance hereof, agreesthat, absent an effective registration statement filed with the United StatesSecurities and Exchange Commission under the Securities Act of 1933, as amended(the “*1933Act*”), covering the disposition or sale of this Warrant or theCommon Stock issued or issuable upon exercise hereof, as the case may be, andregistration or qualification under applicable state securities laws, suchHolder will not sell, transfer, pledge, or hypothecate any or all such Warrantor Common Stock, as the case may be, unless either (a) the Company has receivedan opinion of counsel, in form and substance satisfactory to the Company, tothe effect that such registration is not required in connection with suchdisposition or (b) the sale of such securities is made pursuant to Rule 144under the 1933 Act.

# **9.             COMPLIANCE WITHSECURITIES LAWS**.  By acceptance of this Warrant, the Holderhereby represents, warrants and covenants that any shares of stock acquiredupon exercise of this Warrant shall be acquired for investment only and notwith a view to, or for sale in connection with, any distribution thereof; thatthe Holder has had such opportunity as such Holder has deemed adequate toobtain from representatives of the Company such information as is necessary topermit the Holder to evaluate the merits and risks of its investment in theCompany; that the Holder is able to bear the economic risk of holding suchshares as may be acquired pursuant to the exercise of this Warrant for anindefinite period; that the Holder is an accredited investor as defined in Rule501(a) of Regulation D promulgated under the 1933 Act; that the Holderunderstands that the shares of stock acquired pursuant to the exercise of thisWarrant will not be registered under the 1933 Act (unless otherwise requiredpursuant to exercise by the Holder of the registration rights, if any,previously granted to the registered Holder) and will be “restrictedsecurities” within the meaning of Rule 144 under the 1933 Act and that theexemption from registration under Rule 144 will not be available for at leastone year from the date of exercise of this Warrant and even then will not beavailable unless a public market then exists for the stock, adequateinformation concerning the Company is then available to the public, and otherterms and conditions of Rule 144 are complied with; and that all stockcertificates representing shares of stock issued to the Holder upon exercise ofthis Warrant may have affixed thereto a legend substantially in the followingform:

THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONSON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT ASPERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TOREGISTRATION OR EXEMPTION THEREFROM.  INVESTORSSHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THISINVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORMAND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSEDTRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATESECURITIES LAWS.

# **10.          NO RIGHTS ORLIABILITIES AS STOCKHOLDER**.  This Warrantshall not entitle the Holder to any voting rights or other rights as astockholder of the Company.  In theabsence of affirmative action by such Holder to purchase Common Stock byexercise of this Warrant, no provisions of this Warrant, and no enumerationherein of the rights or privileges of the Holder hereof, shall cause suchHolder hereof to be a stockholder of the Company for any purpose.

# **11.          NOTICES**. Except as may be otherwise provided herein, all notices and othercommunications required or permitted hereunder shall be in writing and shall beconclusively deemed to have been duly given to a party (a) when hand deliveredto that party; (b) when received when sent by facsimile at that party’s addressand number set forth below (provided, however, that notices given by facsimileshall not be effective unless either (i) a duplicate copy of such facsimilenotice is promptly given by one of the other methods described in this Section11, or (ii) the receiving party delivers a written confirmation of receipt forsuch notice either by facsimile or any other method described in this Section 11;(c) five business days after deposit in the U.S. or Canadian mail, as the casemay be with first class or certified mail receipt requested postage prepaid andaddressed to the other party as set forth below; or (d) the next business dayafter deposit with a international overnight delivery service, postage prepaid,addressed to that party as set forth below with next-business-day deliveryguaranteed, provided that the sending party receives a confirmation of deliveryfrom the delivery service provider.

| **To the  Holder:**                                                                                                                                           |   | **To the  Company:**                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------|
| Donald & Co. Securities Inc.  Park Avenue Towers  65 E. 55th Street   12th Floor  New York, NY  10022  Attn: Stephen Blum  Fax:  (212) 832-6759 |   | InVision Technologies Inc.  7151 Gateway Boulevard  Newark, California 94560  Attn:  President Fax:   (510) 608-0770 |

#  

# **12.          HEADINGS**. The headings in this Warrant are for purposes of convenience inreference only, and shall not be deemed to constitute a part hereof.

# **13.          LAW GOVERNING**. This Warrant shall be construed and enforced in accordance with, andgoverned by, the laws of the State of California.

# **14.          NOTICES OF RECORD DATE**. In case:

## 14.1         theCompany shall take a record of the holders of its Common Stock (or such stockor securities as at the time are receivable upon the exercise of this Warrant)for the purpose of entitling them to receive any dividend or otherdistribution, or any right to subscribe for or purchase any shares of stock ofany class or any other securities or to receive any other right;

## 14.2         ofany consolidation or merger of the Company with or into another corporation,any capital reorganization of the Company, any reclassification of the capitalstock of the Company, or any conveyance of all or substantially all of theassets of the Company to another corporation in which holders of the Company’sstock are to receive stock, securities or property of another corporation; or

## 14.3         ofany voluntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will mail orcause to be mailed to the Registered Holder of this Warrant a noticespecifying, as the case may be, (a) the date on which a record is to be takenfor the purpose of such dividend, distribution or right, or (b) the date onwhich such reorganization, reclassification, consolidation, merger, conveyance,dissolution, liquidation or  winding-upis to take place, and the time, if any is to be fixed, as of which the holdersof record of Common Stock (or such stock or securities as at the time arereceivable upon the exercise of this Warrant), shall be entitled to exchangetheir shares of Common Stock (or such other stock or securities), forsecurities or other property deliverable upon such reorganization,reclassification, consolidation, merger, conveyance, dissolution, liquidation orwinding-up.  Such notice shall bedelivered at least thirty (30) days prior to the date therein specified.

**15.          SEVERABILITY**. If any term, provision, covenant or restriction of this Warrant is heldby a court of competent jurisdiction to be invalid, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions of this Warrantshall remain in full force and effect and shall in no way be affected, impairedor invalidated.

# **16.          COUNTERPARTS**. In the convenience of the parties, any number of counterparts of thisWarrant may be executed by the parties hereto and each such executedcounterpart shall be, and shall be deemed to be, an original instrument.

# **17.          SATURDAYS, SUNDAYS ANDHOLIDAYS**.  If the Expiration Date falls on a Saturday,Sunday or legal holiday, the Expiration Date shall automatically be extendeduntil 5:00 p.m. the next business day.

**18.          NO IMPAIRMENT**. Except and to the extent as waived or consented to by the Holder, theCompany will not, by amendment of its Certificate of Incorporation or throughany reorganization, transfer of assets, consolidation, merger, dissolution,issue or sale of securities or any other voluntary action, avoid or seek toavoid the observance or performance of any of the terms to be observed or performedhereunder by the Company, but will at all times in good faith assist in thecarrying out of all the provisions of this Warrant and in the taking of allsuch action as may be necessary or appropriate in order to protect the exerciserights of the Holder against impairment.

 

 

[*Remainder ofPage Intentionally Left Blank*]

 

 

**INWITNESS WHEREOF**,the Company and the Holder have executed this Warrant as of September 26, 2001.
|   | **InVision Technologies Inc.**       |
|--------|--------------------------------------|
|   | a Delaware corporation               |
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ Sergio Magistri |
|   |                                 | Sergio Magistri |
|   |                                 | *President and Chief Executive  Officer* |
|   |                                 |
|   |                                 |
|   |                                 |
|   |                                 |
|   | **Donald & Co. Securities Inc.** |
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ Stephen Blum |

 

 

 

**EXHIBIT 1**

**NOTICE OF EXERCISE**

*(To be executed upon exercise ofWarrant)*
| **InVision Technologies Inc.** | Warrant  No. CSW-2001-1 |
|--------------------------------|-------------------------|

 

The undersigned herebyreaffirms the statements made in Section 9 of the Warrant Certificate, andirrevocably elects to exercise the right of purchase represented by the withinWarrant Certificate for, and to purchase thereunder, the securities of **InVision Technologies Inc.** as provided fortherein, and (check the applicable box):

•              Tendersherewith payment of the exercise price in full in the form of cash or check inthe amount of $____________ for _________ such securities.

•              Electsthe Net Issue Exercise option pursuant to Section 2.2 of the Warrant, andaccordingly requests delivery of a net of ______________ of such securities.

Please issue acertificate or certificates for such securities in the name of, and pay anycash for any fractional share to (please print name, address and socialsecurity number):
| Name:      | ________________________________________ |
|------------|------------------------------------------|
| Address:   | ________________________________________ |
| Signature: | ________________________________________ |
| Dated:     | ________________________________________ |

* *

*Note*:  The above signature shouldcorrespond exactly with the name on the first page of this Warrant Certificateor with the name of the assignee appearing in the assignment form below.

If said number of shares shall not be all the shares purchasable underthe within Warrant Certificate, a new Warrant Certificate is to be issued inthe name of said undersigned for the balance remaining of the sharespurchasable thereunder rounded up to the next higher whole number of shares.
|   | **Donald  & Co. Securities Inc.**                                   |
|--------|-------------------------------------------------------------------------|
|   |                                                                    |
|   |                                                                    |
|   | By:     ________________________________________________ |
|   |                                                                    |

 

**EXHIBIT 2**

**ASSIGNMENT**

*(To be executed only upon assignmentof Warrant Certificate)*
| **InVision Technologies Inc.** | Warrant  No. CSW-2001-1 |
|--------------------------------|-------------------------|

 

For value received,__________ hereby sells, assigns and transfers unto ____________________ thewithin Warrant Certificate, together with all right, title and interesttherein, and does hereby irrevocably constitute and appoint____________________________ attorney, to transfer said Warrant Certificate onthe books of the within-named Company with respect to the number of Warrantsset forth below, with full power of substitution in the premises:
| **Name(s) of  Assignee(s)** |   | **Address** |   | **# Of  Warrants** |
|-----------------------------|--------|-------------|--------|--------------------|
|                        |   |        |   |               |
|                        |   |        |   |               |
|                        |   |        |   |               |
|                        |   |        |   |               |
|                        |   |        |   |               |

 

And if said number ofWarrants shall not be all the Warrants represented by the Warrant Certificate,a new Warrant Certificate is to be issued in the name of said undersigned forthe balance remaining of the Warrants registered by said Warrant Certificate.

Dated:                                                                                                    

 

Signature:                                                                                              

*Notice*: The signature to the foregoing Assignment must correspond to the name aswritten upon the face of this security in every particular.