<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-Q



(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 For the quarterly period ended APRIL 2, 2000 or


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 For the transition period from ________ to ________

                         Commission File Number: 0-28236


                           INVISION TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
    (State or other jurisdiction of incorporation or organization)

                                   94-3123544
                     (I.R.S. Employer Identification No.)

                    7151 GATEWAY BOULEVARD, NEWARK, CA 94560
          (Address of principal executive offices, including zip code)

                                 (510) 739-2400
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X  No
                                              ---    ---

On April 2, 2000, there were 12,264,636 shares of the Registrant's Common Stock
outstanding.


                                       1


<PAGE>

                           INVISION TECHNOLOGIES, INC.
                                    FORM 10-Q
                                      INDEX


<TABLE>
<CAPTION>
ITEM                                                                                                           PAGE
----                                                                                                           ----
<S>  <C>                                                                                                        <C>
PART  I:  FINANCIAL INFORMATION


1. Consolidated Financial Statements (unaudited)

   a. Consolidated Balance Sheets - April 2, 2000 and December 31, 1999.........................................  3

   b. Consolidated Statements of Operations - Three months ended April 2, 2000 and March 31, 1999 ..............  4

   c. Condensed consolidated Statements of Cash Flows - Three months ended April 2, 2000
            and March 31, 1999..................................................................................  5

   d. Notes to Consolidated Financial Statements ...............................................................  6

2. Management's  Discussion  and Analysis of Financial Condition and Results of Operations .....................  9

3. Quantitative and Qualitative Disclosures about Market Risk................................................... 15



PART II.  OTHER INFORMATION


6. Exhibits and Reports on Form 8-K............................................................................. 16

Signature Page ................................................................................................. 17
</TABLE>


                                       2

<PAGE>

                           INVISION TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              (Unaudited)
                                                                April 2,       December 31,
                                                                  2000             1999
                                                              ------------     ------------
<S>                                                            <C>               <C>
ASSETS

Current assets:
  Cash and cash equivalents                                    $  14,193         $  18,282
  Short-term investments                                           1,000             5,887
  Accounts receivable, net                                         19,255            10,633
  Inventories                                                     20,016            17,460
  Other current assets                                             3,921             2,972
                                                               ---------         ---------
     Total current assets                                         58,385            55,234

Property and equipment, net                                        6,732             6,796
Intangible assets, net                                             4,039               --
Other assets                                                         960               957
                                                               ---------         ---------
     Total assets                                              $  70,116         $  62,987
                                                               =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                             $   6,610         $   5,128
  Accrued liabilities                                              8,252             5,566
  Deferred revenue                                                 5,128             3,194
  Current maturities of long-term obligations                        419               433
                                                               ---------         ---------
    Total current liabilities                                     20,409            14,321
                                                               ---------         ---------

Long-term obligations                                              2,789             1,181
                                                               ---------         ---------

Commitments and contingencies

Stockholders' equity:
  Preferred stock, no par value, 5,000,000 shares authorized;
    no shares issued and outstanding                                --                 --
  Common stock, $0.001 par value, 20,000,000 shares
    authorized; 12,265,000 and 12,190,000 shares issued
    and outstanding                                                   12                12
  Additional paid-in capital                                      57,987            57,910
  Deferred stock compensation expense                                (47)              (63)
  Accumulated deficit                                             (9,835)           (9,175)
  Treasury stock, at cost (201,000 shares)                        (1,199)           (1,199)
                                                               ---------         ---------
    Total liabilities and stockholders' equity                 $  70,116         $  62,987
                                                               =========         =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                               statements.


                                    3

<PAGE>


                           INVISION TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED
                                                            ------------------------
                                                             April 2,      March 31,
                                                               2000          1999
                                                            ----------     ---------
<S>                                                          <C>           <C>
Revenues:
  Product and service revenue                                $  16,514     $  15,515
  Government contract revenue                                    2,165         2,324
                                                             ---------     ---------
    Total revenues                                              18,679        17,839
                                                             ---------     ---------

Cost of revenues:
  Product and service costs                                     11,349         8,524
  Government contract costs                                      1,571         1,645
                                                             ---------     ---------
    Total cost of revenues                                      12,920        10,169
                                                             ---------     ---------

    Gross profit                                                 5,759         7,670
                                                             ---------     ---------

Operating expenses:
  Research and development                                       2,382         2,328
  Selling, general and administrative                            4,372         3,297
                                                             ---------     ---------
    Total operating expenses                                     6,754         5,625
                                                             ---------     ---------

Income (loss) from operations                                     (995)        2,045
Interest expense                                                   (49)          (72)
Interest and other income, net                                     384           161
                                                             ---------     ---------
Income (loss) before provision for income taxes                   (660)        2,134

Provision for income taxes                                         --            320
                                                             ---------     ---------

Net income (loss)                                            $    (660)    $   1,814
                                                             =========     =========

Net income (loss) per share:
  Basic                                                      $   (0.05)    $    0.15
                                                             =========     =========
  Diluted                                                    $   (0.05)    $    0.15
                                                             =========     =========
Weighted average shares outstanding:
  Basic                                                         12,208        12,057
  Diluted                                                       12,208        12,739

</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                               statements.


                                    4


<PAGE>


                           INVISION TECHNOLOGIES, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                               THREE MONTHS ENDED
                                                            ------------------------
                                                             April 2,      March 31,
                                                               2000          1999
                                                            ----------     ---------
<S>                                                          <C>           <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          $  (7,027)    $   7,012
                                                            ----------     ---------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                             (409)         (694)
  Proceeds from (purchases of) short-term investments, net       4,887           997
  Purchase of Inovec, net of cash acquired                      (1,527)         --
                                                            -----------    ---------
Net cash provided by investing activities                         2,951           303
                                                            -----------    ---------

CASH FLOW FROM FINANCING ACTIVITIES:
  Repayments of short-term debt                                    --         (2,858)
  Repayments of long-term debt                                     (90)         (276)
  Proceeds from issuance of common stock                            77           130
                                                            ----------     ---------
Net cash used in financing activities                               (13)       (3,004)
                                                            ----------     ---------

Net change in cash and cash equivalents for the period          (4,089)        4,311
Cash and cash equivalents at beginning of period                18,282        10,462
                                                            ----------     ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  14,193      $ 14,773
                                                            ==========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                              $      30      $     48
  Income taxes paid                                          $     164      $    250
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                               statements.


                                    5


<PAGE>


                           INVISION TECHNOLOGIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     INTERIM UNAUDITED FINANCIAL INFORMATION

     The accompanying interim unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting principles and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation. These financial
statements should be read in conjunction with the audited consolidated financial
statements of InVision Technologies, Inc. and its subsidiaries (the "Company")
as of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999, including the notes thereto, included in the Company's
Annual Report on Form 10-K (Commission File No. 0-20815). Operating results for
the three month period ended April 2, 2000 may not necessarily be indicative of
the results that may be expected for the year ended December 31, 2000 or any
other future period.

     In 2000, the Company changed its fiscal reporting periods to thirteen week
quarters, with each quarter ending on the Sunday closest to a calendar quarter
end. The fiscal year end remains December 31. In prior years, the quarters ended
on a calendar quarter end date. The first quarter of 2000 and 1999 consisted of
93 and 90 days, respectively, and the effect of these three additional days in
2000 on revenues and net loss was not deemed to be significant.

     Certain prior period amounts have been reclassified to conform to the
current period presentation.

     SEGMENT INFORMATION

     Statement of Financial Accounting Standards No. 131 (SFAS 131),
"Disclosures about Segments of an Enterprise and Related Information," requires
disclosures of segment information under a "management" approach. The management
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS 131 also requires disclosures about products
and services, geographic areas, and major customers. The adoption of SFAS 131
did not affect results of operations or financial position. Prior year's segment
information has been presented to reflect the Company's organizational structure
in 2000.

     NET INCOME PER SHARE

     Basic earnings per share is computed by dividing income available to common
stockholders by the weighted-average common shares outstanding for the period.
Diluted earnings per share reflects the weighted-average common shares
outstanding plus the potential effect of dilutive securities or contracts which
are convertible to common shares such as options, warrants, convertible debt and
preferred stock (using the treasury stock method).


                                       6



<PAGE>

                           INVISION TECHNOLOGIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

     The following is a reconciliation between the components of the basic and
diluted net income per share calculations for the periods presented below (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                        ------------------------------------------------------
                                             APRIL 2, 2000                MARCH 31, 1999
                                        -------------------------    -------------------------
                                                            PER                          PER
                                        INCOME             SHARE                        SHARE
                                        (LOSS)   SHARES    AMOUNT    INCOME    SHARES   AMOUNT
                                        ------   ------    ------    ------    ------   ------
<S>                                     <C>      <C>       <C>       <C>       <C>      <C>
  Basic net income (loss) per share:
    Income (loss available to
      common stockholders               $ (660)   12,208   $ (0.05)  $ 1,814   12,057   $  0.15
  Effect of dilutive securities:
    Options                                 --       --         --        --      682     (0.01)
                                        ------   -------   -------   -------   ------   -------
  Diluted net income (loss) per share:
    Income (loss) available to
      common stockholders plus
      assumed conversions               $ (660)   12,208   $ (0.05)  $ 1,814   12,739   $  0.14
                                        ======   =======   =======   =======   ======   =======
</TABLE>

     The computation of diluted net income per share for the three months ended
April 2, 2000 does not include shares issuable upon exercise of options in the
amount of 1,249,136 because the Company's net loss per share would have
decreased.


2. INVENTORIES

     The components of inventory consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                APRIL 2,       DEC. 31,
                                                 2000            1999
                                               ---------       ---------
<S>                                            <C>             <C>
   Inventories:
      Raw material and purchased components    $ 12,190        $ 10,325
      Work-in-process                             7,249           6,819
      Finished goods                                577             316
                                               --------        --------
         Total                                 $ 20,016        $ 17,460
                                               ========        ========
</TABLE>


3. ACQUISITION OF INOVEC, INC.

     Effective January 1, 2000, the Company acquired Inovec, Inc. ("Inovec"), a
manufacturer of advanced optimization equipment for increasing the yield of the
forest products industry, for $2.4 million in cash and $2.8 million in stock
payable over the next two years. In addition, the purchase agreement provides
that Inovec shareholders will be paid up to an additional $1.4 million in cash
and stock over the next two years based on the achievement of certain
performance milestones. The acquisition was accounted for using the purchase
method of accounting effective January 1, 2000. The excess purchase price over
the fair market value of the underlying net assets of $4.1 million was allocated
to goodwill and other intangible assets and property based upon preliminary
estimates of fair values. The Company does not believe that the final purchase
price allocation will differ significantly from the preliminary purchase price
allocation recorded at January 1, 2000. An estimated amortization expense of
$103,000 was recorded during the first quarter of 2000.


                                       7

<PAGE>

                           INVISION TECHNOLOGIES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

4. SEGMENT INFORMATION

     Under the provisions of SFAS 131, the Company is reporting segment
information in the same format reviewed by the Company's management in 2000. The
Company has three reportable segments based on types of technology and
applications. The "InVision" segment is comprised of those business units that
deal with the development, manufacturing, marketing and support of explosive
detection systems based on advanced computed tomography ("CT") technology. The
"Quantum" segment is comprised of the business unit that deals with the
development of technology for inspection, detection and analysis of explosives
and other materials based on quadrupole resonance technology and passive
magnetic sensing. The "WoodVision" segment is comprised of the business unit
that deals with the development of technology to optimize the value and yield of
harvested timber based on different types of technologies, primarily CT
technology. Prior year's segment information has been presented to reflect the
above structure of the Company's organization.

     Financial information by business segment is as follows (in thousands):

<TABLE>
<CAPTION>
                                            INVISION         QUANTUM           WOODVISION          TOTAL
                                        ----------------  ----------------  ----------------   ---------------
<S>                                          <C>                <C>               <C>               <C>
FIRST QUARTER 2000
Revenues:
  Product and service revenues                 $ 13,822           $     -           $ 2,692          $ 16,514
  Government contract revenues                        -             2,165                 -             2,165
                                        ----------------  ----------------  ----------------   ---------------
Total revenues                                 $ 13,822           $ 2,165           $ 2,692          $ 18,679

Net income (loss)                              $   (217)          $  (177)          $  (266)         $   (660)

Total assets                                   $ 56,258           $ 4,493           $ 9,365          $ 70,116


FIRST QUARTER 1999
Revenues:
  Product and service revenues                 $ 15,515           $     -           $     -          $ 15,515
  Government contract revenues                        -             2,324                 -             2,324
                                        ----------------  ----------------  ----------------   ---------------
Total revenues                                 $ 15,515           $ 2,324           $     -          $ 17,839

Net income (loss)                              $  1,975           $  (161)          $     -          $  1,814

Total assets                                   $ 57,664           $ 4,619           $     -          $ 62,283

</TABLE>


                                       8


<PAGE>


                           INVISION TECHNOLOGIES, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS
AND UNCERTAINTIES. WHEN USED IN THIS DISCUSSION, THE WORDS "ANTICIPATE,"
"BELIEVE," "ESTIMATE," AND "EXPECT" AND SIMILAR EXPRESSIONS AS THEY RELATE TO
THE COMPANY OR ITS MANAGEMENT ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THE COMPANY'S ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS COULD
DIFFER MATERIALLY FROM THE RESULTS EXPRESSED IN, OR IMPLIED BY, THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE RISKS RELATED TO MARKET ACCEPTANCE OF THE COMPANY'S MAIN
PRODUCT, INCLUDING THE LOSS OF THE COMPANY'S ORDERS FROM THE FAA OR THE FAILURE
TO OBTAIN ADDITIONAL ORDERS, LOSS OF ANY OF THE COMPANY'S SOLE SOURCE SUPPLIERS,
INTENSE COMPETITION INCLUDING COMPETITION FROM A NEW SUPPLIER OF A CERTIFIED
PRODUCT THAT HAS NOW BEGUN ACCEPTING ORDERS, RELIANCE ON LARGE ORDERS,
CONCENTRATION OF THE COMPANY'S CUSTOMERS, RISKS RELATED TO THE LENGTHY SALES
CYCLES FOR THE COMPANY'S PRODUCTS, BUDGETING LIMITATIONS OF THE COMPANY'S
CUSTOMERS AND PROSPECTIVE CUSTOMERS, RISKS INHERENT TO THE DEVELOPMENT AND
PRODUCTION OF NEW PRODUCTS AND NEW APPLICATIONS, CERTIFICATION OF CERTAIN OF
THESE PRODUCTS, RISK OF CERTIFICATION OF COMPETITORS' PRODUCTS, AND FLUCTUATIONS
IN THE AMOUNT OF GOVERNMENT FUNDING OF THE COMPANY'S RESEARCH AND DEVELOPMENT
ACTIVITIES, AS WELL AS THOSE DISCUSSED IN "ITEM 1. BUSINESS" AND MORE
PARTICULARLY IN THE "BUSINESS RISKS" SECTION THEREOF IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999.

OVERVIEW

     InVision Technologies, Inc. ("InVision," or together with its subsidiaries,
the "Company") develops, manufactures, markets and supports systems based on
advanced computed tomography ("CT") technology for explosive detection systems
("EDS") for civil aviation security, for log scanning for the wood products
industry and for drug detection applications. InVision was formed in September
1990 to design and develop an EDS based on CT technology and exited the
development stage in 1995 upon the first commercial sale of its product, the CTX
5000 system. Today the Company markets its more advanced CTX 5500 system, its
next generation CTX 9000 system, and its smaller and lighter CTX 2500 system. In
addition to these products, the Company has other products in development. In
1999, the CTX 9000 and CTX 2500 systems successfully completed FAA
certification. The Company sold its first CTX 9000 system in the third quarter
of 1999 and received an order for its first CTX 2500 system in March 2000. Since
its first CTX sale in 1995 through April 2, 2000, the Company has received
orders for a total of 208 CTX systems, of which a total of 197 have been
shipped. For the three month periods ended April 2, 2000 and March 31, 1999, the
Company had CTX product and service revenues of $13.8 million and $15.5 million,
respectively, and as of April 2, 2000 the Company had in backlog CTX equipment
orders and service agreements of approximately $21.6 million. In March 2000, the
Company signed three contracts with the FAA for multiple CTX systems totaling
approximately $14 million. These contracts have a potential value in excess of
$180 million over the next three years for additional CTX systems, accessories
and service. Additionally, in April 2000, the Company received an order valued
at approximately $1.5 million from an international customer for a CTX system,
upgrades and accessories.

     InVision's wholly-owned subsidiary, Quantum Magnetics, Inc. ("Quantum"),
develops and commercializes patented and proprietary technology for inspection,
detection and analysis of explosives and other materials based on quadrupole
resonance ("QR") technology, a form of magnetic resonance, and passive magnetic
sensing. Its products, most of which are in the prototype stage, include
advanced detection systems for such markets as carry-on luggage screening, drug
detection, postal inspection, and detection of concealed weapons and landmines.
Quantum is also a leading supplier of research and development services in the
area of QR technology and passive magnetic sensing to a number of government
agencies. In the third quarter of 1999, Quantum sold a QScan 160 EDS to the
United States Navy for mail and other parcel screening applications at an
international location. In 1997, Quantum began the development of a
sophisticated prototype system, which combines QR explosives detection with
metal detection, and is thus capable of detecting both plastic-cased and
metal-cased landmines. In 1999, the unique capabilities of this landmine
detection system were successfully demonstrated in a series of Department of
Defense-sponsored, blind field tests, including the detection of TNT at Fort
Leonard Wood, Missouri in the fourth quarter of 1999. Revenues and cost of
revenues related to Quantum's government contracts were previously reported as a
reduction to research and development expense. Prior year amounts have been
reclassified to reflect the gross revenues and cost of revenues associated with
Quantum's contracts to conform to the 2000 presentation. For the three month
periods ended April 2, 2000 and March 31, 1999, the Company had government
contract revenues related to Quantum of $2.2 million and $2.3 million,
respectively, and as of April 2, 2000, the Company had in backlog Quantum
government contracts of $6.1 million. Additionally, in April 2000, Quantum
received a $13.4 million contract from the U.S. Army to develop a vehicle-based
landmine detection system.

     In February 2000, the Company created WoodVision, a new division formed to
develop a new application for its CT technology to optimize the value and yield
of harvested timber. Additionally, in February 2000, the Company acquired
Inovec, Inc. ("Inovec"), a manufacturer of advanced optimization equipment based
on laser and optical scanning technology for increasing the yield of the forest
products industry for $5.2 million in cash and stock payable over the next two
years. In

                                       9

<PAGE>

addition, the purchase agreement provides that Inovec shareholders will be paid
up to an additional $1.4 million in cash and stock over the next two years based
on the achievement of certain performance milestones. The acquisition was
accounted for using the purchase method of accounting effective January 1, 2000.

     The Company considers research and development to be a vital part of its
operating discipline and continues to dedicate substantial resources for
research to enhance the performance, functionality and reliability of its CTX
systems as well as the development of new hardware. At April 2, 2000, the
Company had 119 full-time employees engaged in research and development
activities while also using the services of 12 specialized contract employees
and consultants in this area. Total research and development expenditures by the
Company are partially offset by amounts reimbursed by the FAA and other
government agencies and private entities under research and development
contracts and grants. During the three month periods ended April 2, 2000 and
March 31, 1999, the Company spent $2.7 million and $2.9 million, respectively,
on research and development activities. Of these amounts, $0.3 million and $0.6
million, respectively, were funded under research and development contracts and
grants. To the extent that research and development contracts and grants
receipts decline in the future, research and development expenditures borne by
the Company would increase, and the Company expects that its results of
operations would be adversely impacted. As of April 2, 2000, the Company had in
backlog research and development contracts and grants of $0.5 million.

     The Company's product and service revenues have principally consisted,
and the Company believes will continue to consist, of orders of multiple
units from a limited number of customers. For the three month periods ended
April 2, 2000 and March 31, 1999, $5.6 million and $12.6 million,
respectively, were generated from sales to the Company's largest customer,
the U.S. government, representing 33.7% and 81.2% of the Company's product
and service revenues, respectively. For the year ended December 31, 1999,
product and service revenues from the Company's largest customer, the U.S.
government, were approximately $37.1 million, or 77.8% of the Company's
product and service revenues.

     The Company's government contract revenue has historically been derived
from funding provided by various U.S. government agencies. For the three month
periods ended April 2, 2000 and March 31, 1999, $0.7 million and $1.5 million of
the Company's government contract revenues were associated with funding from the
Defense Advanced Research Projects Agency ("DARPA"), primarily for landmine
detection, representing 31.5% and 64.4% of the Company's government contract
revenues, respectively. Additionally, in the first quarter of 2000 and 1999,
$0.7 million and $0.3 million related to funding from the FAA for EDS research
and development, representing 30.3% and 14.4% of the Company's government
contract revenues, respectively.

     The Company markets its products and services both directly through
internal sales personnel and indirectly through authorized agents, distributors
and systems integrators. In the United States, the Company markets its products
and services primarily through direct sales personnel. Internationally, the
Company utilizes both a direct sales force and authorized agents to sell its
products. For the three months ended April 2, 2000 and March 31, 1999 and the
year ended December 31, 1999, international sales represented 35.2%, 17.5% and
18.0%, respectively, of the Company's product and service revenues.

     The sales cycle of the Company's CTX product line is often lengthy due to
the protracted approval process that typically accompanies large capital
expenditures and the time required to manufacture, install and integrate the
product. Typically, six to twelve months may elapse between a new customer's
initial evaluation of the Company's product line and the execution of a
contract. Another three months to a year may elapse prior to shipment of the
product as the customer site is prepared and the system is manufactured. During
this period the Company expends substantial funds and management resources but
recognizes no associated revenue.

     The Company recognizes product revenue upon shipment unless extended
acceptance criteria exist, in which case revenue is recognized upon achievement
of such acceptance criteria. The Company typically requires customer deposits in
advance of shipment on customer purchase orders. Provision for estimated
installation, training and warranty costs is recorded at the time revenue is
recognized and adjusted periodically based on historical and anticipated
experience. Systems typically carry a one-year warranty.

     The Company's government contract revenue is substantially derived from
Quantum activities performed under U.S. government contracts. These contracts
are typically in the form of cost-plus-fixed-fee ("CPFF") or firm-fixed-price
("FFP") awards. The Company recognizes revenue on these contracts using the
percentage-of-completion method based on costs incurred to date as a percentage
of total estimated costs at completion.


                                       10

<PAGE>


RESULTS OF OPERATIONS

         The following table sets forth certain operating data expressed as a
percentage of total revenues for the periods indicated.

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED
                                              --------------------------
                                               APRIL 2,        MARCH 31,
                                                 2000            1999
                                              -----------     ----------
<S>                                            <C>             <C>
  Revenues:
    Product and service revenue                     88.4%          87.0%
    Government contract revenue                     11.6           13.0
                                              -----------     ----------
      Total revenue                                100.0          100.0
                                              -----------     ----------

  Cost of revenues:
    Product and service costs                       60.8           47.8
    Government contract costs                        8.4            9.2
                                              -----------     ----------
      Total cost of revenues                        69.2           57.0
                                              -----------     ----------

    Gross profit                                    30.8           43.0
                                              -----------     ----------

  Operating expenses:
    Research and development                        12.8           13.1
    Selling, general and administrative             23.4           18.5
                                              -----------     ----------
      Total operating expenses                      36.2           31.6
                                              -----------     ----------

  Income (loss) from operations                     (5.4)          11.4
  Interest expense                                  (0.3)          (0.4)
  Interest and other income, net                     2.1            0.9
                                              -----------     ----------
  Income (loss) before provision for
    income taxes                                    (3.6)          11.9

  Provision for income taxes                          --            1.8
                                              -----------     ----------

  Net income (loss)                                 (3.6)%         10.1%
                                              ===========     ==========
</TABLE>


CURRENT QUARTER COMPARED TO PRIOR YEAR'S QUARTER

     REVENUES. The Company's revenues are comprised of product and service
revenues, which include sales of the CTX systems, accessories, installation and
configuration, and maintenance related to product support, and sales of control
and automation systems for material processing equipment, primarily in the wood
products industry, accessories, installation and maintenance related to product
support; and government contract revenues, which include revenues primarily from
research and development contracts utilizing QR and passive magnetic
technologies with government agencies and private entities. Product and service
revenues were $16.5 million for the first quarter of 2000, an increase of 6.4%
from the $15.5 million in the first quarter of 1999. This increase was primarily
attributable to product and service revenue from the Company's newly acquired
subsidiary, Inovec, in the amount of $2.7 million and also due to increased
service contract revenue for new support and maintenance agreements for CTX
systems whose warranty periods expired during the past twelve months. These
increases are partially offset by fewer CTX system sales and fewer accessories
and upgrades sold in the first quarter of 2000 compared to the first quarter of
1999. The Company typically ships against a backlog of orders for its products.
As of April 2, 2000, the Company had in backlog equipment orders and service
agreements of $25.3 million.

     Government contract revenues were $2.2 million in the first quarter of
2000, a decrease of 6.8% from the $2.3 million in the first quarter of 1999.
This decrease was primarily attributable to a decline in subcontract support in
the first quarter of 2000 compared to the same period a year ago, partially
offset by additional internal activities related to the landmine technologies.
As of April 2, 2000, the Company had in backlog government contract revenue of
approximately $6.1 million.


                                       11

<PAGE>

     GROSS PROFIT. Cost of product and service revenues primarily consists of
purchased materials procured for use in the assembly of the Company's products,
as well as manufacturing labor and overhead, warranty costs and costs associated
with service agreements. In any given period the Company's gross profit for
products and services may be affected by several factors, including revenue mix,
product configuration, location of the installation and complexity of
integration into various airport environments. Gross profit for product and
services was $5.2 million in the first quarter of 2000, a decrease of 26.1% from
the $7.0 million in the first quarter of 1999. Gross margins were 31.3% and
45.1%, respectively. The decrease in gross margins was primarily due to lower
margins on the sale of CTX 9000 systems in the first quarter of 2000, primarily
due to competitive pricing factors with an international customer, higher per
unit costs related to the start-up of the initial production process, and higher
manufacturing overhead costs per unit resulting from the manufacture of fewer
units in the quarter compared to the same period a year ago. These decreases are
partially offset by gross profit generated from Inovec's sales in the first
quarter of 2000.

     Cost of government contract revenues primarily consists of direct labor,
purchased materials, subcontract labor and the applicable overhead required to
support government funded activities. Gross profit for government contracts was
$0.6 million in the first quarter of 2000 compared to $0.7 million in the first
quarter of 1999. Gross margins were 27.4% and 29.2%, respectively. The decrease
in gross margins is primarily due to the decline in subcontract support, which
typically carry higher margins, and also due to lower margins on a
firm-fixed-price contract in the first quarter of 2000.

     RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of compensation paid to personnel engaged in research and development
activities, amounts paid for outside services, and costs of materials utilized
in the development of hardware products, including prototype units. Research and
development expenditures by the Company are partially offset by amounts
reimbursed by the FAA and other government agencies and private entities under
research and development contracts and grants. These services are provided on a
cost basis.

     Net research and development expenses were $2.4 million in the first
quarter of 2000 compared to $2.3 million in the same quarter in 1999. Gross
research and development expenses were $2.7 million in the first quarter of
2000, a decrease of 7.0% from the $2.9 million in the first quarter of 1999. Of
these amounts, $0.3 million and $0.6 million, respectively, were funded by
research and development contracts and grants from the FAA and other government
agencies and private entities. To the extent that research and development
contracts and grants receipts decline in the future, research and development
expenditures borne by the Company would increase, and the Company expects that
its results of operations would be adversely impacted. The Company capitalizes
internally generated software costs in accordance with Statement of Financial
Accounting Standards No. 86 ("SFAS 86"), "Accounting for Costs of Computer
Software to be Sold, Leased or Otherwise Marketed." Under SFAS 86, software
production costs for computer software that is to be used as an integral part of
the product or process are to be capitalized once technological feasibility has
been established for the software and all research and development activities
for the other components of the product or process have been completed. In the
first quarter of 2000, the Company recorded amortization expense of $50,000
using the straight-line method over the forecasted units of production. No
amortization expense was recorded in the same period a year ago. Software
development costs qualifying for capitalization were insignificant in the first
quarter of 2000 and 1999. As a percentage of revenues, net research and
development expenses were 12.8% and 13.1% in the first quarter of 2000 and 1999,
respectively. The decrease in gross research and development expenses is
primarily the result of completion of two significant development projects in
early 1999, specifically the development of the CTX 9000 and Qscan 160. These
decreases are partially offset by additional expense incurred for the
development of new prototypes in the first quarter of 2000 and also due to
research and development expenses incurred by Inovec.

     SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses consist primarily of compensation paid to direct and indirect sales and
marketing personnel, administrative personnel, including directors, consultant
fees, professional service fees, insurance, travel, selling and distribution
costs, and other general expenses.

     Selling, general and administrative expenses were $4.4 million in the first
quarter of 2000, an increase of 32.6% from the $3.3 million in the first quarter
of 1999. As a percentage of total revenues, selling, general and administrative
expenses were 23.4% and 18.5% in the first three months of 2000 and 1999,
respectively. The increase in selling, general and administrative expenses was
primarily the result of start-up operating costs of WoodVision and selling,
general and administrative expenses of Inovec in the first quarter of 2000. The
increase is also due to an increase in commission expense due to commissions
paid to an outside sales agent for international sales.

     INTEREST EXPENSE. Interest expense decreased to $49,000 in the first
quarter of 2000 from $72,000 in the first quarter of 1999. Interest expense in
the first quarter of 2000 and 1999 resulted primarily from debt financing
associated with the Company's working capital lines of credit, equipment term
loans and capital leases.

     INTEREST AND OTHER INCOME, NET. Interest and other income, net, increased
to $384,000 in the first quarter of 2000 from


                                       12


<PAGE>

$161,000 in the first quarter of 1999. The 2000 amount consists primarily of
interest income for the quarter on cash equivalents and short-term investments
of $406,000, partially offset by other expense (net) of $22,000. The 1999 amount
consists primarily of interest income for the quarter on cash equivalents and
short-term investments of $197,000, partially offset by other expense (net) of
$36,000. The 2000 amount results from the higher cash equivalent and short-term
investment balances in the first quarter of 2000 as compared to the 1999
quarter.

     PROVISION FOR INCOME TAXES. No tax provision or benefit was recorded for
the first quarter of 2000 due to the net loss incurred in the period. The
Company's effective tax rate for the first quarter of 1999 was 15%, which was
lower than statutory tax rates primarily due to the utilization of net operating
loss carryforwards. At December 31, 1999, the Company had federal net operating
loss carryforwards of approximately $5 million available to reduce future
federal taxable income. The Company's net operating loss carryforwards expire
from 2007 to 2011.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, the Company has financed its operations primarily through
private sales of $16.5 million of Preferred and Common Stock (of which $5.6
million represents indebtedness converted to equity), the sale of $9.5 million
of Common Stock in the Company's initial public offering in April 1996, the sale
of $21.2 million in the Company's follow-on offering in May 1997 and short-term
borrowings under working capital lines of credit. At April 2, 2000, the Company
had $15.2 million in cash, cash equivalents and short-term investments, compared
to $24.2 million at December 31, 1999. Working capital was $38.0 million at
April 2, 2000 compared to $40.9 million at December 31, 1999.

     Net cash used in operating activities was $7.0 million in the three month
period ended April 2, 2000, compared to $7.0 million provided by operating
activities in the same period of 1999. Cash used in operating activities in the
first quarter of 2000 primarily resulted from a net loss of $0.7 million, a $7.1
million increase in accounts receivable, a $1.5 million increase in inventories,
and a $0.8 million increase in other assets, partially offset by a $2.1 million
increase in accounts payable and accrued liabilities and the $0.9 million
noncash effect of depreciation and amortization. Cash provided by operating
activities in the first quarter of 1999 primarily resulted from net income of
$1.8 million, the $0.6 million non cash effect from depreciation and
amortization, a $4.1 million decrease in accounts receivable, a $1.1 million
decrease in other current assets and a $0.9 million increase in accounts payable
and accrued liabilities, partially offset by a $1.0 million decrease in deferred
revenues and a $0.6 million increase in inventories.

     Net cash provided by investing activities was $3.0 million in the three
month period ended April 2, 2000, compared to $303,000 in the three month period
ended March 31, 1999. Net cash provided by investing activities in the first
quarter of 2000 primarily resulted from $4.9 million on sales of short-term
investments, partially offset by the cash payment of $1.5 million for the
purchase of Inovec, net of cash acquired, and $0.4 million in acquisitions of
capital equipment. Net cash provided by investing activities in the first
quarter of 1999 primarily resulted from $1.0 million in proceeds on sales of
short-term investments (net of purchases), partially offset by $0.7 million in
acquisitions of capital equipment. The Company has no significant capital
spending or purchase commitments other than normal purchase commitments and
commitments under leases.

     Net cash used in financing activities was $13,000 in the three month period
ended April 2, 2000, compared to $3.0 million in the three month period ended
March 31, 1999. Net cash used in financing activities in the first quarter of
2000 was primarily due to $90,000 in repayments of debt financing, partially
offset by $77,000 in proceeds from sales under the employee stock purchase plan
and exercises of incentive stock options. Net cash used in financing activities
in the first quarter of 1999 was primarily due to $3.1 million in repayments of
debt financing (principally, short-term borrowings under the lines of credit),
partially offset by $130,000 in proceeds from sales under the employee stock
purchase plan and exercises of incentive stock options.

     In May 1999, the Company renewed its two one-year revolving line of credit
agreements with Silicon Valley Bank. The first agreement provides for maximum
borrowings of $5.0 million. The second agreement is partially guaranteed by the
Export-Import Bank of the United States and provides for maximum borrowings in
an amount up to the lower of the sum of 90% of eligible export accounts
receivable plus 70% of eligible raw materials and work-in-process inventory
designated for export customers, net of advance payments and deposits, or $2.5
million. Borrowings under both agreements bear interest at the bank's prime rate
(9.0% at April 2, 2000) and are secured by all of the Company's assets other
than its intellectual property. The agreements require that the Company maintain
certain financial ratios and levels of tangible net worth and profitability and
also prohibit the Company from paying cash dividends. At April 2, 2000, the
Company was in default with the profitability covenant set forth in the loan
agreement. In May 2000, the Company received a waiver of the default under the
loan agreement from the bank for the period ended April 2, 2000. Proceeds of
loans under both lines of credit may be used for general corporate purposes. At
April 2, 2000, the Company had outstanding guarantees to customers through
issuance of letters of credit secured by the lines of credit totaling $2.3
million, an outstanding commercial letter of credit secured by the lines of
credit in the amount

                                       13

<PAGE>

of $450,000 and foreign exchange contracts for which a 10% reserve of $0.2
million is secured by the lines of credit. There were no outstanding borrowings
under the lines of credit at April 2, 2000. In May 2000, the bank extended the
terms of the agreement for ninety days to expire in July 2000, at which time the
Company expects to renew the revolving line of credit agreements for another
twelve-month period.

     In May 1999, the Company renewed its committed equipment line of credit
agreement with Silicon Valley Bank that converts into a term loan after
drawdown. The agreement provides for borrowings up to $0.5 million.
Borrowings under this agreement bear interest at the bank's prime rate (9.0%
at April 2, 2000) plus 0.25% or the bank's prime rate plus 0.25% during the
draw period and a fixed rate equal to 3.5% above the yield of a 36 month
Treasury Note (6.47% at April 2, 2000) during the amortization period.
Borrowings are secured by the assets purchased or financed. At April 2, 2000,
the Company had an outstanding $0.4 million term loan due June 2003 and a
$0.4 million term loan due November 2001 from drawdowns under a prior year
line of credit. The term loans bear interest of 8.99% and 9.03%,
respectively. The Company had remaining borrowing capacity of $0.5 million
under the current year line of credit as of April 2, 2000. In May 2000, the
bank extended the terms of the agreement for ninety days to expire in July
2000, at which time the Company expects to renew the equipment line of credit
agreement for another twelve-month period.

     The Company believes that existing cash, cash equivalents and short-term
investments together with available borrowings under its lines of credits and
funds expected to be generated from operations will be sufficient to finance its
working capital and capital expenditure requirements for at least the next 12
months.

YEAR 2000 COMPLIANCE

     The Year 2000 issue arose as a result of computer programs being written
using two digits rather than four to define the applicable year. During 1999 the
Company evaluated the products it sells and its internal computerized systems,
taking corrective action, as appropriate, to avoid potential Year 2000 problems
and to make all of its products and internal computerized systems determined to
be mission critical Year 2000 compliant. The Company knows of no instances in
which its products or its internal computerized systems failed to operate as
specified due to date formatting issues associated with calculating, comparing,
and sequencing from, into, and between the twentieth and twenty-first centuries,
and the years 1998, 1999, 2000, and leap year calculations. Additionally, the
Company identified those third party suppliers whose products or services are
mission critical and developed contingency plans. The Company knows of no
instances in which its third party suppliers have experienced Year 2000
problems.

BUSINESS RISKS

     HISTORY OF LOSSES; NO ASSURANCE OF CONTINUED PROFITABILITY. The Company
commenced operations in September 1990, remained in the development stage
through 1994 and received its first revenues from product sales in the first
quarter of 1995. The Company experienced net losses for each year from inception
through December 31, 1996. The year ended December 31, 1997 was the Company's
first year of profitability. As of April 2, 2000, the Company had an accumulated
deficit of approximately $9.8 million. Although the Company has been profitable
on an annual basis the past three years, profitability in 1999 was below that of
the prior two years, the Company has experienced a net loss in each of the prior
three quarters and there can be no assurance that the Company will maintain
annual profitability. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

     FLUCTUATIONS IN OPERATING RESULTS. The Company's past operating results
have been, and its future operating results will be, subject to fluctuations
resulting from a number of factors, including: the timing and size of orders
from, and shipments to, major customers; budgeting and purchasing cycles of its
customers; delays in product shipments caused by custom requirements of
customers or ability of the customer to accept shipment; the timing of
enhancements to the CTX Series by InVision or introduction of new products by it
or its competitors and the market acceptance thereof; changes in pricing
policies by InVision, its competitors or suppliers, including decreases in
average selling prices of the CTX Series in response to competitive pressures;
the proportion of revenues derived from competitive bid processes; the mix
between sales to domestic and international customers and the mix between sales
of various CTX products; the availability and cost of key components; and
fluctuations in general economic conditions. InVision also may choose to
increase spending which is not reimbursed by government or other third party
contracts in response to competition or as it pursues new market opportunities
in the areas of WoodVision, landmine detection and others, all of which may have
a material adverse effect on InVision's business, financial condition or results
of operations. InVision's systems revenues in any period are derived from sales
of multiple CTX Series systems to a limited number of customers and are
recognized upon shipment which, in view of the high sales price of units in the
CTX Series, causes minor variations in the number of orders, or the timing of
shipments, to substantially affect the Company's quarterly revenues. Because a
significant portion of the Company's quarterly operating expenses are, and will
continue to be, relatively fixed in nature, such revenue fluctuations will cause
the Company's quarterly and annual operating results to vary substantially.
Accordingly, the Company believes that period-to-period comparisons of its
results of operations are not meaningful and cannot be relied upon as indicators
of future performance. Because of all of the foregoing factors, the

                                       14
<PAGE>

Company's operating results have from time to time in the past been and may
again in the future be below the expectations of public market analysts and
investors. This failure to meet market expectations has in the past and may
again in the future result in a decline in the trading price of the Common
Stock.

     DEPENDENCE ON LARGE ORDERS; CUSTOMER CONCENTRATIONS; LENGTHY SALES CYCLE.
In any given fiscal year, the Company's product and service revenues have
principally consisted, and the Company believes will continue to consist, of
orders of multiple units from a limited number of customers. While the number of
individual customers may vary from period to period, the Company is nevertheless
dependent upon these multiple orders for a substantial portion of its revenues.
There can be no assurance that the Company will obtain such multiple orders on a
consistent basis. To date, all orders from United States customers have been
entirely funded by the FAA, and the Company's largest sales contract to date,
for 105 CTX Series systems, all of which have been shipped, was with the FAA.
Although the FAA has signed three new contracts with the Company to purchase up
to 60 of each of the Company's CTX 9000, CTX 5500 and CTX 2500 systems, there
can be no assurance that the FAA will obtain funding to purchase or will
purchase more than the four CTX 9000 systems, eight CTX 5500 systems and two CTX
2500 systems for which the Company has received orders to date. The Company's
inability to obtain sufficient multiple orders or the failure of the FAA to
continue such purchases or funding would have a material adverse effect on the
Company's business, financial condition or results of operations. Moreover, the
timing and shipment of such orders could cause the operating results in any
quarter to differ from the projections of securities analysts, which could
adversely affect the trading price of the Common Stock.

     PUBLIC AGENCY CONTRACT AND BUDGET CONSIDERATIONS. Substantially all of
InVision's EDS customers and a high percentage of Quantum's research and
development customers to date have been public agencies or quasi-public
agencies. In contracting with public agencies, the Company is subject to public
agency contract requirements which vary from jurisdiction to jurisdiction and
which are subject to budgetary processes and expenditure constraints. Budgetary
allocations for explosive detection systems are dependent, in part, upon
governmental policies which fluctuate from time to time in response to political
and other factors, including the public's perception of the threat of commercial
airline bombings. Many domestic and foreign government agencies have experienced
budget deficits that have led to decreased capital expenditures in certain
areas. The Company's results of operations may be subject to substantial
period-to-period fluctuations as a result of these and other factors affecting
capital spending. A reduction of funding for explosive detection technology
deployment could materially and adversely affect the Company's business,
financial condition or results of operations. Future sales to public agencies
will depend, in part, on the Company's ability to meet public agency contract
requirements, certain of which may be onerous or even impossible for the Company
to satisfy. In addition, public agency contracts are frequently awarded only
after formal competitive bidding processes, which have been and may continue to
be protracted, and typically contain provisions that permit cancellation in the
event that funds are unavailable to the public agency. There can be no assurance
that the Company will be awarded any of the contracts for which its products are
bid or, if awarded, that substantial delays or cancellations of purchases will
not result from protests initiated by losing bidders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     INTEREST RATE RISK. The Company's exposure to market risk for changes in
interest rates relates primarily to the increase or decrease in the amount of
interest income the Company can earn on its investment portfolio and on the
increase or decrease in the amount of interest expense the Company must pay with
respect to its various outstanding debt instruments with interest rates which
are tied to market rates. The Company does not use derivative financial
instruments in its investment portfolio. The Company ensures the safety and
preservation of its invested principal funds by limiting default risks, market
risk and reinvestment risk. The Company mitigates default risk by investing in
high-credit quality securities.

     FOREIGN EXCHANGE RISK AND IMPACT OF INFLATION. The Company's international
system sales and maintenance contracts are generally denominated in U.S.
dollars. In instances where there are significant international system sales
contracts denominated in a foreign currency, the Company will enter into forward
exchange contracts to mitigate foreign exchange risk. In the first quarter of
2000, the Company entered into forward exchange contracts of approximately $2.5
million to hedge against foreign exchange risk for a contract with an
international customer. The Company did not hedge any foreign exchange risk in
1999. Purchases of raw materials and other inventory components are primarily
denominated in U.S dollars, however, when purchased in foreign currencies, are
generally made on an as needed basis. The Company generally does not have
material advance purchase commitments in foreign currencies.

     Certain costs of providing warranty and maintenance services for systems
sold to foreign countries are denominated in local currencies. To the extent
exchange rates fluctuate, it could become more expensive to provide these
services. To date, these costs have not been significant, however, the Company
expects they will increase as the Company's installed base increases.

     The impact of inflation has not been material on the Company's operations
or liquidity to date.

                                       15

<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits

           10.37  Registrant's 2000 Non-Officer Equity Incentive Plan, adopted
                  February 14, 2000

           27     Financial Data Schedule.



     (b)   The Registrant filed the following Reports on Form 8-K during the
quarter ended April 2, 2000:

          (1)  Current Report on Form 8-K dated February 23, 2000 (Item 5. Other
               Events - Acquisition of Inovec, Inc.)

          (2)  Current Report on Form 8-K dated April 24, 2000 (Item 4. Changes
               in Registrant's Certifying Accountant)






                                       16

<PAGE>

                                 SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                               INVISION TECHNOLOGIES, INC.


<TABLE>
<S>                            <C>

Date: May 16, 2000             /s/ SERGIO MAGISTRI
                               -------------------
                               Dr. Sergio Magistri
                               President and Chief Executive Officer
                               (PRINCIPAL EXECUTIVE OFFICER)


Date: May 16, 2000             /s/ ALFRED V. LARRENAGA
                               -----------------------
                               Alfred V. Larrenaga
                               Senior Vice President and Chief Financial Officer
                               (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

</TABLE>



                                     17