**InVisionTechnologies, Inc.**

**KEY EMPLOYEEAGREEMENT****for**

**Ross C. Mulholland**

             ThisEmployment Agreement ("Agreement") is entered into as of the 6th dayof March 2001, by and between Ross C. Mulholland ("Executive") and **InVision Technologies, Inc.**(the "Company").

**             Whereas**, the Company desires to employ Executive to providepersonal services to the Company, and wishes to provide Executive with certaincompensation and benefits in return for his services; and

**             Whereas**, Executive wishes to be employed by the Company andprovide personal services to the Company in return for certain compensation andbenefits;

**             Now,Therefore**,in consideration of the mutual promises and covenants contained herein, it ishereby agreed by and between the parties hereto as follows:

**             1.         Employment by the Company.**

**                         1.1**       Theeffective date of this Agreement shall be March 7, 2001.

**                         1.2**       Subject to terms set forthherein, theCompany agrees to employ Executive in the position of Senior Vice President andChief Financial Officer and Executive hereby accepts such employment effectiveas of March 7, 2001 (the "Employment Date").   During the term of his employment with theCompany, Executive will devote his best efforts and substantially all of hisbusiness time and attention (except for vacation periods as set forth hereinand reasonable periods of illness or other incapacity permitted by theCompany's general employment policies) to the business of the Company.

**                         1.3**       Executiveshall serve in an executive capacity and shall perform such duties as arecustomarily associated with his then current title, consistent with the Bylawsof the Company and as required by the Company's Board of Directors (the"Board") and Chief Executive Officer.  Executive shall perform his duties at such place or places, asthe Company shall reasonably designate.

**                         1.4**       Theemployment relationship between the parties shall also be governed by thegeneral employment policies and practices of the Company, including thoserelating to protection of confidential information and assignment ofinventions, except that when the terms of this Agreement differ from or are inconflict with the Company's general employment policies or practices, thisAgreement shall control.

             **2.         COMPENSATION.**

**                         2.1       Salary.** Executive shallreceive for services to be rendered hereunder an annualized base salary of$190,000, payable in accordance with the Company's regular payrollschedule.  Such compensation is subjectto change in accordance with the policies of the Company, as determined by itsBoard of Directors, in force from time to time.

**                         2.2       Bonus**. Executiveshall be eligible to receive a 2001annualized target bonus, in the amount of $100,000, less standard deductions,payable first quarter 2002.  Such bonusis based on reaching the corporate and personal objectives as outlined in theexecutive compensation plan.  Personalobjectives are to be determined within 2 months from start date.  The bonus program is subject to change inaccordance with the policies of the Company, as determined by the Board ofDirectors in force from time to time.

**                         2.3       Stock Options**.  The Companywill grant to Executive under the InVision Technologies, Inc. Equity IncentivePlan (“the Plan”) options to purchase 80,000 shares of the Company’s commonstock at an exercise price determined by the fair market value at the time ofthe Board’s approval of the grant.  Inaddition, the Company will grant an option for 30,000 shares after successfulcompletion of one year of employment, at an exercise price determined by thefair market value at the time of the Board’s approval of the grant. Executiveacknowledges that there are no further commitments on behalf of the Company togrant to Executive any additional options. The Board shall, however, consider granting additional options on anannual basis at its discretion.

**             3.         Proprietary Information Obligations.**

**                         3.1       Agreement.** Executiveagrees to execute and abide by the Proprietary Information and InventionsAgreement attached hereto as Exhibit A as a condition of employment.

**                         3.2       Remedies.** Executive'sduties under the Proprietary Information and Inventions Agreement shall survivetermination of his employment with the Company.  Executive acknowledges that a remedy at law for any breach orthreatened breach by him of the provisions of the Proprietary Information andInventions Agreement would be inadequate, and he therefore agrees that theCompany shall be entitled to injunctive relief in case of any such breach orthreatened breach.

**             4.         OutsideActivities.**

**                         4.1**       Except withthe prior written consent of the Company's Board of Directors, Executive willnot during the term of this Agreement undertake or engage in any otheremployment, occupation or business enterprise, other than ones in whichExecutive is a passive investor. Executive may engage in civic and not-for-profit activities so long assuch activities do not materially interfere with the performance of his dutieshereunder.

**                         4.2**       Except as permitted by Section 4.3,Executive agrees not to acquire, assume or participate in, directly orindirectly, any position, investment or interest known by him to be adverse orantagonistic to the Company, its business or prospects, financial or otherwise.

**                         4.3**       During theterm of his employment by the Company, except on behalf of the Company,Executive will not directly or indirectly, whether as an officer, director,stockholder, partner, proprietor, associate, representative, consultant, or inany capacity whatsoever engage in, become financially interested in, beemployed by or have any business connection with any other person, corporation,firm, partnership or other entity whatsoever which were known by him to competedirectly with the Company, throughout the world, in any line of businessengaged in (or planned to be engaged in) by the Company; provided, however,that anything above to the contrary notwithstanding, he may own, as a passiveinvestor, securities of any competitor corporation, so long as his directholdings in any one such corporation shall not in the aggregate constitute morethan 1% of the voting stock of such corporation.

**                         4.4       Former Employment** .  Executiverepresents and warrants that his employment by the Company will not conflictwith and will not be constrained by any prior employment or consultingagreement or relationship.  Executiverepresents and warrants that he does not possess confidential informationarising out of prior employment which, in his best judgment, would be utilizedin connection with his employment by the Company, except in accordance withagreements between his former employer and the Company.

**             5.         TerminationOf Employment.**

**                         5.1       Termination Without Cause.**

**                                      (a)**        The Companyand Executive shall have the right to terminate Executive's employment with theCompany at any time without cause.

**                                      (b)**       In the eventExecutive's employment is terminated without cause, the Company shall continueto pay Executive his base salary, less standard deductions and withholdings,from the date of termination for six (6) months, or until he obtains otheremployment, whichever occurs earlier.

**                         5.2       Termination for Cause.**

**                                      (a)**        In theevent Executive's employment is terminated at any time with cause, he will notbe entitled to severance pay, pay in lieu of notice or any other suchcompensation.

**                                      (b)**       "Cause"for termination shall mean: (a) indictment or conviction of any felony or of any crimeinvolving dishonesty; (b) participation in any fraud against the Company;(c) breach of Executive's duties to the Company, including persistentunsatisfactory performance of job duties; (d) intentional damage to anyproperty of the Company; or (e) conduct by Executive which in the good faithand reasonable determination of the Board demonstrates gross unfitness toserve.

**                         5.3       Voluntary or Mutual Termination.**

  **                                    (a)**        Executive may voluntarily terminate hisemployment with the Company upon ninety (90) days' notice, after which nofurther compensation will be paid to Executive.

**                                      (b)**       In the eventExecutive voluntarily terminates his employment, he will not be entitled toseverance pay, pay in lieu of notice or any other such compensation.

**             6.         Noninterference.**

                         Whileemployed by the Company, and for two (2) years immediately following theTermination Date, Executive agrees not to interfere with the business of theCompany by:

**                                      (a)**        soliciting,attempting to solicit, inducing, or otherwise causing any employee of theCompany to terminate his or her employment in order to become an employee,consultant or independent contractor to or for any competitor of the Company;or

**                                      (b)**       directly orindirectly soliciting the business of any customer of the Company which at thetime of termination or one year immediately prior thereto was listed on theCompany's customer list.

**             7.         GeneralProvisions.**

**                         7.1       Notices.**  Anynoticesprovided hereunder must be in writing and shall be deemed effective upon theearlier of personal delivery (including personal delivery by telex) or thethird day after mailing by first class mail, to the Company at its primaryoffice location and to Executive at his address as listed on the Companypayroll.

**                         7.2       Severability.** Wheneverpossible, each provision of this Agreement will be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision or any other jurisdiction,but this Agreement will be reformed, construed and enforced in suchjurisdiction as if such invalid, illegal or unenforceable provisions had neverbeen contained herein.

**                         7.3       Waiver.**  Ifeither partyshould waive any breach of any provisions of this Agreement, he or it shall notthereby be deemed to have waived any preceding or succeeding breach of the sameor any other provision of this Agreement.

**                         7.4       Complete Agreement.**  This Agreementand its Exhibit, together with the Members' Agreement of even date herewith andits Exhibits, constitute the entire agreement between Executive and the Companyand it is the complete, final, and exclusive embodiment of their agreement withregard to this subject matter.  It isentered into without reliance on any promise or representation other than thoseexpressly contained herein, and it cannot be modified or amended except in awriting signed by an officer of the Company.

**                         7.5       Assignment.** Neither thisAgreement nor any rights or obligations hereunder may be assigned by theCompany or by you.

**                         7.6       Counterparts.** This Agreementmay be executed in separate counterparts, any one of which need not containsignatures of more than one party, but all of which taken together willconstitute one and the same Agreement.

**                         7.7       Headings.**  Theheadings ofthe sections hereof are inserted for convenience only and shall not be deemedto constitute a part hereof nor to affect the meaning thereof.

**                         7.8       Successors and Assigns.**  This Agreementis intended to bind and inure to the benefit of and be enforceable by Executiveand the Company, and their respective successors, assigns, heirs, executors andadministrators, except that Executive may not assign any of his dutieshereunder and he may not assign any of his rights hereunder without the writtenconsent of the Company, which shall not be withheld unreasonably.

**                         7.9       Attorneys' Fees.**  If either partyhereto brings any action to enforce his or its rights hereunder, the prevailingparty in any such action shall be entitled to recover his or its reasonableattorneys' fees and costs incurred in connection with such action.

**                         7.10     Choice of Law.**  Allquestionsconcerning the construction, validity and interpretation of this Agreement willbe governed by the law of the State of California. 

**                         7.11     Forum.**  Any legalaction, suit or proceeding arising from or relating to this Agreement shall bebrought and maintained in the United States District Court for the NorthernDistrict of California and the parties hereby submit to the jurisdictionthereof.

**             InWitness Whereof**, the parties haveexecuted this Agreement on the day and year first above written.

**             InVision Technologies, Inc.**

 

|   | By:                                               | /s/ Donald E. Mattson   | Date:  March 6, 2001 |
|--------|---------------------------------------------------|-------------------------|---------------------------|
|   |                                              | Donald E. Mattson       |                      |
|   |                                              | Chief Operating Officer |                      |
|   |                                              |                    |
|   |                                              |                    |
|   | Accepted and agreed this  6th day of March , 2001 |
|   |                                              |                    |
|   |                                              |                    |
|   |                                              | /s/ Ross C. Mulholland  |                      |
|   |                                              | Ross C. Mulholland      |
|        |                                                   |                         |                           |  |