Negative Pledge Agreement

NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of April 15, 1998, by and between InVision Technologies, Inc. ("Borrower") and Silicon Valley Bank ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") dated February 20, 1997 between Borrower and Bank, Borrower agrees as follows:


1. Borrower shall not sell, transfer, assign, mortgage, pledge,
lease, grant a security interest in, or encumber any of
Borrower's Intellectual Property, including, without limitation,
the following:


a. Any and all copyright rights, copyright applications,
copyright registrations and like protections in each work
or authorship and derivative work thereof, whether
published or unpublished and whether or not the same also
constitutes a trade secret, now or hereafter existing,
created, acquired or held;


b. All mask works or similar rights available for the
protection of semiconductor chips, now owned or hereafter
acquired;


c. Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software
products now or hereafter existing, created, acquired or
held;


d. Any and all design rights which may be available to Borrower
now or hereafter existing, created, acquired or held;


e. All patents, pate ...