**EXHIBIT10.1**

** **

**SiliconValley Bank**

** **

**Amendment to Loan Documents**

 
| **Borrower:** |   | **InVision Technologies, Inc.** |
|---------------|--------|---------------------------------|
|          |   |                            |
| **Date:**     |   | **October 2, 2002**             |

 

**THIS AMENDMENT TO LOANDOCUMENTS**is entered into between Silicon ValleyBank (“Silicon”) and the borrower named above (“Borrower”).

 

TheParties agree to amend the Loan and Security Agreement between them, datedNovember 8, 2000 (as otherwise amended, if at all, the “Loan Agreement”), asfollows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment shall have themeanings set forth in the Loan Agreement.)

 

**1.****                                     ****Modified CovenantRegarding Copyright Filings.** Subclause (ii) of Section 9(3) of the Schedule to Loan andSecurity Agreement that currently reads as follows:

 

(ii) cause all of its computer software andcopyrights, the licensing of which results in Accounts, or which is material toits business to be registered with the United States Copyright Office,

 

ishereby deleted.

 

**2.****                                     ****Representations True.** Borrower represents and warrants to Siliconthat all representations and warranties set forth in the Loan Agreement, asamended hereby, are true and correct.

 

**3.****                                     ****General Provisions.* ***ThisAmendment, the Loan Agreement, any prior written amendments to the LoanAgreement signed by Silicon and Borrower, and the other written documents andagreements between Silicon and Borrower set forth in full all of therepresentations and agreements of the parties with respect to the subjectmatter hereof and supersede all prior discussions, representations, agreementsand under­standings between the parties with respect to the subjecthereof.  Except as herein expresslyamended, all of the terms and provisions of the Loan Agreement, and all otherdocuments and agreements between Silicon and Borrower shall continue in fullforce and effect and the same are hereby ratified and confirmed.  

 

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| **Borrower:**                    |                                  | **Silicon:**             |
|----------------------------------|---------------------------------------|--------------------------|
|                             |                                  |                     |
| **INVISION  TECHNOLOGIES, INC.** |                                  | **SILICON  VALLEY BANK** |
|                             |                                  |                     |
|                             |                                  |                     |
| **By**                           | ** /s/ Donald Mattson**          |                     |   | **By** | ** /s/ Quentin Falconer** |   |
|                             | **President or Vice President**       |                     |   | **Title** | **  Senior VP** |   |
|                             |                                  |                     |   |   |
| **By**                           | ** /s/ Ian Johnston**            |                     |   |   |
|                             | **Secretary or Ass’t Secretary** |                     |   |
|                                  |                                       |                          |  |  |  |  |  |

 

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