** **
| **Silicon  Valley Bank** | **Exhibit  10.44** |
|--------------------------|--------------------|

** **

**Amendment to LoanDocuments**

 

**Borrower:             InVisionTechnologies, Inc.**

**Date:                      October12, 2001**

 

**THISAMENDMENT TO LOAN DOCUMENTS**is entered into between Silicon Valley Bank (“Silicon”) and theborrower named above (“Borrower”).

The Parties agree to amend the Loan and Security Agreement betweenthem, dated November 8, 2000 (as otherwise amended, if at all, the “LoanAgreement”), as follows, effective as of the date hereof.  (Capitalized terms used but not defined inthis Amendment shall have the meanings set forth in the Loan Agreement.)

**1.             Modified Audit Fees. **The sentence in Section 5.4 of the Loan Agreement that currentlyreads as follows:

“The foregoing inspectionsand audits shall be at Borrower’s expense and the charge therefor shall be $600per person per day (or such higher amount as shall repre­sent Silicon’s thencurrent standard charge for the same), plus reasonable out of pocket expenses.”

is hereby amended to read asfollows:

“The foregoing inspectionsand audits shall be at Borrower’s expense and the charge therefor shall be $700per person per day (or such higher amount as shall repre­sent Silicon’s thencurrent standard charge for the same), plus reasonable out of pocket expenses.”

 

**2.             Modified Foreign Exchange ContractSublimit. **The Foreign Exchange ContractSublimit set forth in Section 1 of the Schedule to Loan and Security Agreementand which currently reads as follows:

|   |                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | **“Foreign Exchange  Contract Sublimit:** |   | If there is availability under the Revolving Loans, then  Borrower may enter into foreign exchange forward contracts with Silicon under  which Borrower commits to purchase from or sell to Silicon a set amount of  foreign currency more than one business day after the contract date (the “FX  Forward Contract”).  Silicon will  subtract 10% of each outstanding FX Forward Contract from the foreign  exchange sublimit which is a maximum of **$5,000,000** (the “FX Sublimit”).  The total FX Forward Contracts at any one  time may not exceed 10 times the amount of the FX Sublimit.  Silicon may terminate the FX Forward  Contracts if an Event of Default occurs.” |

 

is hereby amended to read as follows:

|   | **“Foreign Exchange  Contract Sublimit:** |   | **$5,000,000.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                           |   | Borrower may enter into foreign exchange forward contracts with  Silicon, on its standard forms, under which Borrower commits to purchase from  or sell to Silicon a set amount of foreign currency more than one business  day after the contract date (the “FX Forward Contracts”); provided that (1)  at the time the FX Forward Contract is entered into Borrower has Loans  available to it under this Agreement in an amount at least equal to 10% of  the amount of the FX Forward Contract; and (2) the total FX Forward Contracts  at any one time outstanding may not exceed 10 times the amount of the Foreign  Exchange Contract Sublimit set forth above. Silicon shall have the right to  withhold, from the Loans otherwise available to Borrower under this  Agreement, a reserve (which shall be in addition to all other reserves) in an  amount equal to 10% of the total FX Forward Contracts from time to time  outstanding. Silicon may, in its discretion, terminate the FX Forward  Contracts at any time that an Event of Default occurs and is continuing.  Borrower shall execute all standard form applications and agreements of  Silicon in connection with the FX Forward Contracts, and without limiting any  of the terms of such applications and agreements, Borrower shall pay all  standard fees and charges of Silicon in connection with the FX Forward  Contracts.” |

 

**3.             Modification to Interest Rate. **Section 2 of the Schedule to Loan and Security Agreement is herebyamended to read as follows:

                **“2.          INTEREST.**

|   | **Interest  Rate **(Section  1.2):       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|-----------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                          |   | A rate equal to the “Prime Rate” in effect from time to time,  plus **1.50%**  per annum; provided, however, if Borrower maintains with  Silicon and/or invests through Silicon at least 80% of Borrower’s cash and  cash equivalents, then a rate equal to the “Prime Rate” in effect from time  to time, plus **1.25%** per annum.   Such reduction(s) and increase(s) of the interest rate may be made  throughout the term of this Agreement.                                                                                                                                                                              |
|   |                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                          |   | The foregoing rate increase or decrease (as the case may be)  will go into effect following Silicon’s review and approval of Borrower’s  financial statements and will be effective as of the date of Borrower’s  monthly financial statements showing that the interest rate should be  increased or decreased, as the case may be, provided that such monthly  financial statements are provided to Silicon in accordance with the terms  hereof. Notwithstanding the foregoing, in no event shall an interest rate  reduction go into effect if, at the date it is to go into effect, an Event of  Default has occurred and is continuing. |
|   |                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                          |   | Interest shall be calculated on the basis of a 360-day year for  the actual number of days elapsed.   "Prime Rate" means the rate announced from time to time by  Silicon as its “prime rate;” it is a base rate upon which other rates charged  by Silicon are based, and it is not necessarily the best rate available at  Silicon.  The interest rate applicable  to the Obligations shall change on each date there is a change in the Prime  Rate.                                                                                                                                                                        |
|   |                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                          |   | With respect to each of Term Loan #1 and Term Loan #2, the  interest rate shall be a rate equal to the Prime Rate in effect from time to  time, plus **1.5%** per annum. Interest shall be calculated on the basis of  a 360-day year for the actual number of days elapsed.  The interest rate applicable to the  Obligations pertaining to the Term Loans shall change on each date there is a  change in the Prime Rate.                                                                                                                                                                                                                             |
|   |                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | **Minimum Monthly  Interest** (Section  1.2): |   | Not Applicable.”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

**4.             Modified Maturity Date.** Section 4 of the Schedule to Loan and Security Agreement is herebyamended to read as follows:

|   | "**4.  MATURITY  DATE** |
|--------|-----------------------------------|
|   | (Section 6.1):                    |   | **October 20, 2002**. |
|   |                              |   |   |
|   |                              |   | The  outstanding principal balance of Term Loan #1 will continue to be repaid in  monthly principal payments of $11,041.72 each in accordance with the terms of  the Existing Loan Documents until the earlier of:  (i) June 29, 2003, (ii) all Obligations related to Term Loan #1  have been indefeasibly paid in full to Silicon or (iii) the date this  Agreement terminates by its terms or is terminated by either party in  accordance with its terms.  Interest  on Term Loan #1 shall be payable monthly as provided for in Section 1.2 of  this Agreement. |
|   |                              |   |   |
|   |                              |   | The outstanding principal balance of Term Loan #2 will continue  to be repaid in monthly principal payments of $17,846.62 each in accordance  with the terms of the Existing Loan Documents until the earlier of:  (i) November 29, 2001, (ii) all  Obligations related to Term Loan #2 have been indefeasibly paid in full to  Silicon or (iii) the date this Agreement terminates by its terms or is  terminated by either party in accordance with its terms.  Interest on Term Loan #2 shall be payable  monthly as provided for in Section 1.2 of this Agreement.” |

 

**5.             Fee.** In consideration for Silicon entering into this Amendment,Borrower shall concurrently pay Silicon a fee in the amount of $25,000, whichshall be non-refundable and in addition to all interest and other fees payableto Silicon under the Loan Documents. Silicon is authorized to charge said fee to Borrower’s loan account.

**6.             Representations True.** Borrower represents and warrants to Silicon that allrepresentations and warranties set forth in the Loan Agreement, as amendedhereby, are true and correct.

**7.             General Provisions.* ***This Amendment, the Loan Agreement, any priorwritten amendments to the Loan Agreement signed by Silicon and Borrower, and theother written documents and agreements between Silicon and Borrower set forthin full all of the representations and agreements of the parties with respectto the subject matter hereof and supersede all prior discussions,representations, agreements and under­standings between the parties withrespect to the subject hereof.  Exceptas herein expressly amended, all of the terms and provisions of the LoanAgreement, and all other documents and agreements between Silicon and Borrowershall continue in full force and effect and the same are hereby ratified andconfirmed.  
| **Borrower:**                    |                                              | **Silicon:**             |
|----------------------------------|---------------------------------------------------|--------------------------|
| **INVISION  TECHNOLOGIES, INC.** |                                              | **SILICON VALLEY  BANK** |
| **By**                           | **    /s/   Ross Mulholland** |                     | **By** | **    /s/ Milad Hanna** |
|                             | **President or Vice  President**                  |                     | **Title** | **    Senior Vice President** |
| **By**                           | **    /s/   Nancy Hsiang**    |                     |   |
|                             | **Secretary or  Ass't Secretary**                 |                     |   |