FindLaw - FAA Contract No. DTFA01-97-C-00021 - Federal Aviation Administration and InVision Technologies Inc.

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      AWARD/CONTRACT                      | 1. THIS CONTRACT IS A RATED ORDER UNDER    |  RATING          |     PAGE OF PAGES
                                          | DPAS (15 CFR 350)                          |                  |       1 of 106
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2. CONTRACT (Proc. Inst. Idens.)NO.   | 3. EFFECTIVE DATE       | 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
DTFA01-97-C-00021                     |         12/24/96        |                                705110
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5. ISSUED BY                                CODE |              | 6. ADMINISTERED BY (If other than Item 5)       CODE |           |
                                                 |              |                                                      |           |
Federal Aviation Administration                   --------------|                                                       -----------
800 Independence Ave., S.W.                                     |
Washington, DC  20591                                           |
Kyle Richmond, 202-267-7851                                     |
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7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, State and ZIP Code)            | 8. DELIVERY
                                                                                             | /X/ FOB ORIGIN / / OTHER (See below)
                                                                                             |--------------------------------------
Invision Technologies, Inc.                                                                  |  9. DISCOUNT FOR PROMPT PAYMENT
3420 E. Third Ave.                                                                           |          NA
Foster City, California  94404                                                               |--------------------------------------
                                                                                             | 10. SUBMIT INVOICES          |  ITEM
                                                                                             |    (4 copies unless other-   |
---------------------------------------------------------------------------------------------|     wise specified) TO THE   |   12
CODE                                            | FACILITY CODE                              |     ADDRESS SHOWN IN:        |
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11. SHIP TO/MARK FOR                        CODE  |            |  12. PAYMENT WILL BE MADE BY                     CODE |
See Section F                                     |            |  Federal Aviation Administration                      |
                                                   ------------|  Accounts Payable Branch, ABA-222                      ------------
                                                               |  800 Independence Avenue, S.W.
                                                               |  Washington, DC  20591
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13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:  |  14. ACCOUNTING AND APPROPRIATION DATA
    / / 10 USC 2304(c)(  )      / / 41 USC 252(c)(   )         |      W/982A/0/F050/3A13AO/3146/98600106
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15. ITEM NO.   |      15B. SUPPLIES/SERVICES        |    15C. QUANTITY   |   15D. UNIT  |  15E. UNIT PRICE  |  15F. AMOUNT
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               |      See Section B                 |                    |              |                   |
               |                                    |                    |              |                   |
               |                                    |                    |              |                   |
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                                                                             15G. TOTAL AMOUNT OF CONTRACT  |  $ 52,278,800.00
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                                                       16. TABLE OF CONTENTS
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 (X)  |  SEC  |        DESCRIPTION                    | PAGE(S) | (X) | SEC |             DESCRIPTION                      | PAGE(S)
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                      PART I - THE SCHEDULE                     |                PART II - CONTRACT CLAUSES
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  X   |   A   |   SOLICITATION/CONTRACT FORM          |    1    |  X  |  I  |       CONTRACT CLAUSES                        |  20
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  X   |   B   |   SUPPLIES OR SERVICES AND            |    4    |      PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
      |       |   PRICES/COSTS                        |         |
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  X   |   C   |   DESCRIPTION/SPECS./WORK STATEMENT   |    8    |  X  |  J  |      LIST OF ATTACHMENTS                      |  22
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  X   |   D   |   PACKAGING AND MARKING               |    1    |               PART IV - REPRESENTATIONS AND INSTRUCTIONS
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  X   |   E   |   INSPECTION AND ACCEPTANCE           |    5    |  X  |  K  |       REPRESENTATIONS, CERTIFICATIONS AND     |  25
----------------------------------------------------------------|     |     |       OTHER STATEMENTS OF OFFERORS            |
  X   |   F   |   DELIVERIES OR PERFORMANCE           |    5    |     |     |                                               |
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  X   |   G   |   CONTRACT ADMINISTRATION DATA        |    4    | N/A |  L  |   INSTRS. CONDS. AND NOTICES TO OFFERORS      |
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  X   |   H   |   SPECIAL CONTRACT REQUIREMENTS       |   11    | N/A |  M  |   EVALUATION FACTORS FOR AWARD                |
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                                 CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
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17. /X/ CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required | 18./ / AWARD (Contractor is not required to sign this document.)
to sign this document and return   3   copies to issuing          | Your offer on solicitation number____________, including the
office.)  Contractor agrees to furnished and deliver all items    | additions or changes made by your which additions or changes
or perform all the services set forth or otherwise identified     | are set forth in full above, is hereby accepted as to the
above and on any continuation sheets for the consideration        | contract which consists of the following documents: (a) the
stated herein.  The rights and obligations of the parties to      | Government's solicitation and your offer, and (b) this
this contract shall be subject to and governed by the following   | award/contract.  No further contractual document is necessary.
documents: (a) this award/contract, (b) the solicitation, if      |
any, and (c) such provisions, representations, certifications,    |
and specifications, as are attached or incorporated by reference  |
herein.  (ATTACHMENTS ARE LISTED HEREIN.)                         |
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19A. NAME AND TITLE OF SIGNER (TYPE OR PRINT)                     | 20A. NAME OF CONTRACTING OFFICER
                                                                  |      John H. Graham
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19B. NAME OF CONTRACTOR                     |  19C. DATE SIGNED   | 20B. UNITED STATES OF AMERICA               |  20C. DATE SIGNED
                                            |                     |                                             |
BY________________________________________  |                     | BY________________________________________  |
  (Signature of person authorized to sign)  |                     |   (Signature of Contracting Officer)        |
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</TABLE>

<PAGE>

                                PART I - THE SCHEDULE

                  SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

<PAGE>
                                                               Section B, Page i

                                PART I - THE SCHEDULE
                   SECTION B - SUPPLIES AND SERVICES AND PRICE/COST


                                  TABLE OF CONTENTS


B.1   IDENTIFICATION OF SERVICES..........................................  1
      A.  INDEFINITE DELIVERY/INDEFINITE QUANTITY REQUIREMENTS............  1
      B.  TIME AND MATERIALS REQUIREMENTS.................................  3

B.2   SUMMATION...........................................................  5

<PAGE>

                                                               Section B, Page 1


                                PART 1 - THE SCHEDULE
                   SECTION B - SUPPLIES OR SERVICES AND PRICE/COST

B.1 IDENTIFICATION OF SERVICES

The Contractor shall provide the following supplies and services in accordance
with the terms and conditions of this contract, for a two-year performance
period commencing with date of contract award. All contract line items (CLINs)
will be activated by means of delivery or task orders.

               A.  INDEFINITE DELIVERY/INDEFINITE QUANTITY REQUIREMENTS

During the term of this contract, the Government shall order and the Contractor
shall furnish not more than the maximum number of items detailed below. For
details regarding minimum contract ordering requirements, please see Section H,
"Minimum and Maximum Contract Amounts."

                                                          MAX
                             MAX             UNIT         TOTAL
CLIN  SUPPLIES/SERVICES      QTY     UNIT    PRICE        PRICE            NOTE

0001  CTX 5000SP EXPLOSIVES  100     EA    $900,000   $90,000,000           A
      DETECTION SYSTEM

0002  IMAGE QUALITY TEST     100     EA        NSP*   Price included        A
      KIT (IQTK)                                      in CLIN 0001

0003  POWER INCLINED         100     EA     $36,000   $3,600,000            A
      ENTRANCE CONVEYOR

0004  LUGGAGE POSITIONING    100     EA     $57,000   $5,700,000            A
      ADAPTER

0005  POWERED FLAT           100     EA     $27,000   $2,700,000            A
      ENTRANCE CONVEYOR

0006  PLC JUNCTION WITH      100     EA     $13,000   $1,300,000            A
      STANDARD INTERFACE
      SOFTWARE

0007  EXIT SLIDE             100     EA      $8,000   $800,000              A

0008  REMOTE LOCATION OF     100     EA     $19,800   $1,980,000            A
      OPERATOR CONSOLE
      PACKAGE

0009  THREAT IMAGE           100     EA        NSP*   Price included        A
      PROJECTION (TIP)                                in CLIN 0001
      PACKAGE

<PAGE>

                                                               Section B, Page 2

                                PART 1 - THE SCHEDULE
                   SECTION B - SUPPLIES OR SERVICES AND PRICE/COST

                                                          MAX
                             MAX             UNIT         TOTAL
CLIN  SUPPLIES/SERVICES      QTY     UNIT    PRICE        PRICE            NOTE

0010  TIP LIBRARY            1200    VOL       NSP*   Price included        A
                                                      in CLIN 0001
0011  FIELD DATA             100     EA        NSP*   Price included        A
      REPORTING AND IMAGE                             in CLIN 0001
      DISPLAY PACKAGE
0012  FIRST YEAR WARRANTY    100     EA        NSP*   Price included        A
      - PARTS AND LABOR                               in CLIN 0001

0013  FIRST YEAR WARRANTY    100     EA     $23,000       $2,300,000        A
      - EXTENDED HOURS

0014  OPERATOR TRAINING      100     EA     $10,000       $1,000,000        A
      CLASS

0015  INSTRUCTOR TRAINING    50      EA     $20,000       $1,000,000        A
      CLASS

0016  ENGINEER               50      EA      $2,000         $100,000        A
      MAINTENANCE
      TRAINING CLASS

* NSP - Not separately priced. Price included in CLIN 0001.

<PAGE>

                                                              Section B, Page 3

                                PART 1 - THE SCHEDULE
                   SECTION B - SUPPLIES OR SERVICES AND PRICE/COST

                         B.  TIME AND MATERIALS REQUIREMENTS

CLIN 0017 - TASK 1 - SITE-SPECIFIC SYSTEM SUPPORT

(To be definitized. See Section I, Clause 3.2.4-23 "Contract Price
Definitization.")

CATEGORY                     MAXIMUM   HOURLY         MAXIMUM        NOTE
                              HOURS     RATE           AMOUNT

SOFTWARE ENGINEER              3,760                                   B
COMPUTER PROGRAMMER            3,760                                   B
FIELD SERVICE ENGINEER         3,760                                   B
SITE ENGINEER                  3,760                                   B
APPLICATION ENGINEER           3,760                                   B
HARDWARE ENGINEER              3,760                                   B
DOCUMENT SPECIALIST            3,760                                   B
DESIGN ENGINEER                3,760                                   B
ASSEMBLY TECHNICIAN            3,760
FABRICATION TECHNICIAN         3,760

ESTIMATED TRAVEL               NA      NA             $250,000         C
ESTIMATED MATERIAL AND         NA      NA             $500,000         D
OTHER DIRECT COSTS                                    --------

TOTAL
ITEM 0017                                                              E
                                                      --------
                                                      --------

<PAGE>

                                                               Section B, Page 4

                                PART 1 - THE SCHEDULE
                   SECTION B - SUPPLIES OR SERVICES AND PRICE/COST


                                                          MAX
                                  MAX          UNIT      TOTAL
CLIN  SUPPLIES/SERVICES           QTY  UNIT    PRICE     PRICE          NOTE

0018     TRAVEL AND               NA   NA      NA        $500,000       C     
         SUBSISTENCE FOR ITEM
         0014 (FUNDED AMOUNT
         SHOWN IS A
         GOVERNMENT
         ESTIMATE -
         AUTHORIZED TRAVEL
         AND SUBSISTENCE
         COSTS SHALL BE NON-
         FEE BEARING.)
0019     CONTRACT DATA            NA   NA      NSP*      Price included
         REQUIREMENTS (See                               in CLIN 0001
         Section J)

                                        NOTES

NOTE "A" - Units will be order via individual delivery orders. See the Section H
clause "Delivery Order Procedures." Minimum and maximum contract amounts, by
item, are detailed in the Section H clause, "Minimum and Maximum Contract
Amounts."

NOTE "B" - Direct labor requirements will be ordered via task orders. See the
Section H clause "Task Order Procedures. Fully burdened, fixed hourly rates
apply to all direct labor input under the subject contract line item 0017.

NOTE "C" - The amount listed above is based upon a pre-contract Government
estimate. Travel requirements shall be set forth in individual delivery or task
orders. Travel costs shall be non-fee bearing.

NOTE "D" - The amount listed above is based upon a pre-contract Government
estimate. Material/Other Direct Costs requirements shall be set forth in
individual delivery or task orders. Material/Other Direct Costs shall be non-fee
bearing.

.
NOTE "E" - Total maximum amount, by item, shall be computed by summing labor
categories, estimated travel, and estimated material/ODC maximum amounts. Total
maximum amount, by item, shall then be transcribed by the offeror to the
corresponding item number amount in the summation table below.

<PAGE>

                                                              Section B, Page 5

                                PART 1 - THE SCHEDULE
                   SECTION B - SUPPLIES OR SERVICES AND PRICE/COST


B.2 SUMMATION

MAXIMUM TOTAL OF CLIN ITEMS 0001 THROUGH 0016                    $110,480,000
MAXIMUM TOTAL OF CLIN ITEMS 0017                                 $Undefinitized
MAXIMUM TOTAL OF CLIN ITEM 0018                                  $500,000
MAXIMUM TOTAL OF CLIN ITEM 0019                                  $NSP
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TOTAL MAXIMUM CONTRACT VALUE (Less CLIN 0017)                    $110,980,000
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<PAGE>



                                 PART I -THE SCHEDULE

                SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

<PAGE>

                                                               Section C, Page i


                                PART I - THE SCHEDULE
                SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

                                  TABLE OF CONTENTS

C.1 PURPOSE.................................................................  1

C.2 WORK STATEMENT..........................................................  1
    CLIN 0001 - CTX 5000SP EXPLOSIVES DETECTION SYSTEM......................  1
    CLIN 0002 - IMAGE QUALITY TEST KIT (IQTK)...............................  2
    CLIN 0003 - POWER INCLINED ENTRANCE CONVEYOR............................  2
    CLIN 0004 - LUGGAGE POSITIONING ADAPTER.................................  3
    CLIN 0005 - POWERED FLAT ENTRANCE CONVEYOR..............................  3
    CLIN 0006 - PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE...............  3
    CLIN 0007 - EXIT SLIDE..................................................  3
    CLIN 0008 - REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE.................  3
    CLIN 0009 - THREAT IMAGE PROJECTION (TIP) PACKAGE.......................  3
    CLIN 0010 - TIP LIBRARY.................................................  4
    CLIN 0011 - FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE..............  4
    CLIN 0012 - FIRST YEAR WARRANTY - PARTS AND LABOR.......................  5
    CLIN 0013 - FIRST YEAR WARRANTY - EXTENDED HOURS........................  5
    CLIN 0014 - OPERATOR TRAINING CLASS.....................................  5
    CLIN 0015 - INSTRUCTOR TRAINING CLASS...................................  6
    CLIN 0016 - ENGINEER MAINTENANCE TRAINING CLASS.........................  6
    CLIN 0017 - TASK 1 -SITE-SPECIFIC SYSTEM SUPPORT........................  6
    CLIN 0018 - TRAVEL AND SUBSISTENCE......................................  6

C.3 CONTRACT DATA REQUIREMENTS (CLIN 0019)..................................  6
    C.3.1 Monthly Formal Progress Review....................................  6
    C.3.2 Maintenance Readiness Plan........................................  7
    C.3.3 Production Readiness Plan.........................................  7
    C.3.4 TIP Library Development Plan......................................  7
    C.3.5 Training Expansion Plan...........................................  7
    C.3.6 Operations Manual.................................................  7
    C.3.7 Maintenance Manual................................................  7
    C.3.8 Integration Manual................................................  8
    C.3.9 Installation Manual...............................................  8

C.4 REFERENCES..............................................................  8


<PAGE>

                                                               Section C, Page 1

                                 PART I - THE SCHEDULE
                SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT


C.1 PURPOSE

The purpose of this procurement is to acquire and deploy FAA certified
Explosives Detection Systems (EDS), specifically the CTX 5000SP manufactured by
InVision Technologies, Inc. of Foster City, CA. The equipment will be used to
automatically screen passenger baggage for explosives. This procurement is in
response to a specific mandate by the White House Commission on Aviation Safety
and Security pertaining to the deployment of existing advanced baggage screening
technologies. The goal of the Commission and of this procurement is to raise the
level of security for the traveling public by deploying this equipment.

C.2 WORK STATEMENT

The Contractor shall furnish and/or make available all necessary technical 
and support labor, materials, equipment, facilities, services and data to 
accomplish all requirements necessary for or incident to the performance of 
this project. Specific deliverables are listed in Section B of this contract; 
work areas associated with the each deliverable are discussed below. All 
items furnished under this contract shall be operationally tested for 
successful performance after installation on site by the Contractor on a 
schedule as mutually agreed to by the FAA and the Contractor and in 
accordance with industry standards and workmanship. The Contractor shall also 
afford full cooperation as described in Section H. 1 herein with other 
contractors separately engaged by the FAA for the purposes of system 
integration and engineering. All CLINs involving software packages or 
electronically stored data shall be assumed to be for single user licenses.

CLIN 0001 - CTX 5000SP EXPLOSIVES DETECTION SYSTEM

Contractor will manufacture and install at a specified location (airport) an
FAA-certified Automated Explosive Detection System (EDS) ready to be integrated
as specified for that particular location. Hereinafter, "system" shall refer to
the "CTX 5000SP". An FAA-certified EDS is defined as a device formally tested by
the FAA and proven to meet the requirements of the "Final Criteria for the
Certification of Explosive Detection Systems" as delineated in the FEDERAL
REGISTER on September 10, 1993 and hereinafter referred to as the "FAA
Certification Criteria." This deliverable includes all hardware, software, and
supporting services/materials required (excluding items specified separately in
subsequent CLINs) to operate the system to screen passenger baggage. The
following are required capabilities:

-   The system shall provide the probability of detection and probability of
    False Alarm specified by the FAA Certification Criteria against the full
    range of explosives required in the FAA Certification Criteria.

-   The system shall provide for a minimum automated throughput of 250 bags/hr.

<PAGE>

                                                              Section C, Page 2


-   The system shall have cabinet x-ray shielding in compliance with FDA 21 CFR
    1020.40.

-   The systems shall include these other features:

--  Third Generation Computed Tomography Scanner
--  Integrated 2D x-ray pre-scanner ("SP")
--  70 degree fan beam x-ray source
--  Solid state detector array
--  High speed digital data acquisition and control system
--  Multiple voltage isolation transformer
--  Uninterrupted power supply (UPS) for computer system
--  Standard Programmable Logic Controller ("PLC") interface Which allows for
    infeed conveyor operation
--  Modem for remote system diagnosis
--  Operator Console including:
    -    Two 17", high resolution color monitors
    -    25 ft. connecting cable
--  Single user license for FAA CERTIFIED operating software, including:
    Automated Explosive Detection, Motion Control, Display, Threat Resolution
    and User Tools Package
--  Up to two person weeks of pre-installation site survey and consultation,
    including technical support as needed to work with FAA-designated system
    integrator
--  Operator's manual (English version)

The Contractor shall accomplish all requirements necessary to support the
installation of each system including: on-site set-up and assembly of the
system, but excluding site preparation and local handling, in order to render
the CTX 5000SP and associated hardware delivered under this contract ready for
operation in accordance with the Contractor's published installation manual.

CLIN 0002 - IMAGE QUALITY TEST KIT (IQTK)

The Image Quality Test Kit (IQTK) shall on demand, automatically check and
record a range of critical image quality parameters. The kit shall allow for
daily verification of the system's operation and longer term analysis of
hardware performance. Test results shall be maintained for a period of one year
to allow for off-line trend analysis. Operator demonstration of IQTK shall occur
at system site after system installation as scheduled by mutual agreement.

CLIN 0003 - POWER INCLINED ENTRANCE CONVEYOR

The Contractor shall deliver and install a luggage infeed conveyor for manual
loading. The conveyor shall be sloped from floor level to the CTX entrance. The
Contractor shall integrate the conveyor to the CTX system such that it is
controlled and powered by the system through its standard PLC interface.


<PAGE>

                                                              Section C, Page 3


CLIN 0004 - LUGGAGE POSITIONING ADAPTER

The Contractor shall deliver and install a luggage positioning adapter (LPA) for
automated luggage loading. The adapter shall automatically position luggage
prior to insertion into the CTX-5000SP for inspection. The adapter shall include
an out of gauge sensor to prevent bags that exceed allowable height from
entering the system. The Contractor shall integrate the LPA to the CTX system
such that it is controlled by the system through its internal PLC. Power for LPA
to be provided at site by user. The integration shall provide for manual
override to allow for manual insertion of bags into the system.

CLIN 0005 - POWERED FLAT ENTRANCE CONVEYOR

The Contractor shall deliver and install a powered flat entrance conveyor for
semi-automated luggage loading. The Contractor shall integrate the conveyor to
the CTX system such that it is controlled and powered by the internal PLC. The
integration shall provide for manual override to allow for manual insertion of
bags into the system.

CLIN 0006 - PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE

The Contractor shall deliver and install a PLC junction interface for
intelligent connections between the CTX and on-site conveyor system. Interface
shall include eighteen (18) standard inputs/outputs (IO's).

CLIN 0007 - EXIT SLIDE

The Contractor shall deliver and install an unpowered luggage exit slide for
manual unloading of luggage. Slide shall be sloped from CTX exit to ground level
with luggage stop.

CLIN 0008 - REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE

The Contractor shall deliver a package for locating the operator console up to
300 meters from CTX unit. The Contractor shall complete all connections at the
CTX unit and the console. This item does not include cabling nor its
installation.

CLIN 0009 - THREAT IMAGE PROJECTION (TIP) PACKAGE

The Contractor shall deliver and install a Threat Image Projection Package. The
package shall provide for random insertion of pre-recorded bag images (from a
volume of the TIP library described in CLIN 0010, below) between images from
real bags. The package shall record the date and time of the insertion, the
operator's response to the inserted images, the operator's name, and the image
ID (identification). The package shall also record data indicating numbers of
bags processed, machine alarms processed, and screener alarm rates for
individual screeners. The package shall maintain all TIP data on the system
for a minimum of one year.

The package shall provide for summary reports of the data collected in a useful
and easily produced fashion. The reports shall track screener performance over a
user-set rating period. Specifically, the reports shall track individual
operator performance on both Improvised Explosive Device (IED) and False


<PAGE>

                                                              Section C, Page 4


Alarm TIP images, the times each operator was logged into the system, number of
bags inspected by each operator, number of machine alarms handled by each
operator, and number of bags suspected. The package shall provide for printing
of the summary reports.  Users will have access to raw data for off-line
preparation of custom reports.

The package shall provide for supervisor level access to. change the frequency
of insertion, and the balance of IEDs to False Alarms. The package shall
maintain a permanent record of any supervisor changes.

CLIN 0010 - TIP LIBRARY

The Contractor shall provide and install a TIP library which consists of 12
separate volumes. Each volume shall contain threat bag and false alarm bag
images for use by the TIP Package. Each volume shall contain at least 150 threat
bags and 50 false alarm bags. The threat bags shall represent the full range of
the explosives specified by the FAA EDS Certification Criteria. The specific
volume shall be selected by the government at the time of order. The Contractor
shall offer a selection of at least: Six (6) volumes with no shared bags between
volumes; six (6) additional volumes with at least fifty percent (50%) of the bag
images not shared between volumes nor with first set, and the remainder recycled
from the first set, but not shared among these six (6) volumes. The images in
the volumes shall represent all explosives categories in the FAA Certification
Standard. The FAA shall provide as Government Furnished Information (GFI) the
specification for IED configuration and placement for each volume in the TIP
library.

FAA shall provide access to all bags, contents, IED materials, mix of bag
requirements, and the CTX system installed at the William J. Hughes Technical
Center, sufficient to prepare all volumes in the TIP library.

CLIN 0011 - FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE

The Contractor shall deliver and install a hardware and software package to
collect and store data on system performance and baggage processing. The package
shall also allow for printing of system console screen images on demand.

The data shall be automatically collected and stored for each bag inspected by
the system. The data shall be exportable in a text format for processing by
other computer systems. The specific data to be collected shall at a minimum
match that exported by the CTX-5000SP to the current Remote Display Station
employed by Delta Airlines at Atlanta's Hartsfield Airport. The package shall be
expandable to include other data elements requested by the user. This package
shall maintain the data on the system for a minimum of one year.

The package shall also automatically capture the image on both screens of the
CTX 5000SP console and print them whenever the operator requests. The package
shall store in the CTX an electronic copy of any printed images for a minimum of
50 images. The package shall receive this request through a soft button added to
the current CTX operator interface. The system console screen images will be
printed on a color printer for association with the bag to assist in alarm
resolution.

<PAGE>

                                                              Section C, Page 5

CLIN 0012 - FIRST YEAR WARRANTY - PARTS AND LABOR

First year warranty includes all remedial and quarterly preventive maintenance
performed in accordance with Contractor's Standard Commercial Practice inclusive
of all parts, travel, and labor. Warranty service is provided during a
user-defined service schedule of eight consecutive hours between the hours of 6
AM and 10 PM (site local time), Monday through Friday. Any modification to
service schedule shall require 30 days advance notice and shall be mutually
agreed. During the warranty period, the Contractor shall provide:

1.  An engineer on-site within 2 hours of service request;
2.  24-hour technical support via telephone;
3.  Modem diagnostic support;
4.  Comprehensive software maintenance including bug fixes and new features,
    excluding any hardware, if necessary to support software upgrades.

After-hours, weekend, and holiday service will be obtained under CLIN 0013,
"First Year Warranty -- Extended Hours" or CLIN 0017, "Site Specific System
Support".

CLIN 0013 - FIRST YEAR WARRANTY - EXTENDED HOURS

Contractor shall extend the services offered under CLIN 0012 to 24 hour
coverage, 365 days per year.

CLIN 0014 - OPERATOR TRAINING CLASS

The Contractor shall conduct an operator training class in accordance with the
InVision training syllabus as approved by FAA. The class will consist of four
(4) days classroom training and six (6) days of on machine operation training.
An additional one-person week of InVision Application Engineer support shall be
available on an as needed basis determined by user and mutually scheduled by
user and Contractor. Class shall accommodate up to eight (8) operators.
Contractor will invite user to provide instruction of site-specific resolution
procedures. Upon successful completion of the training, trained operators will
be provided sufficient information and instruction to be proficient in the
startup, operation, shut down tasks as well as minor preventative maintenance
that may be required. The Contractor shall provide all necessary training
articles as approved by the FAA including:

    1.   Simulated IEDs (at least 15),
    2.   False alarm articles, and
    3.   Luggage
in real physical form in addition to system images.

At the government's option, training shall be conducted at the Contractor site.
If no site is specified in the task, training shall be conducted at the
operational (airport) site.

<PAGE>

                                                              Section C, Page 6

CLIN 0015 - INSTRUCTOR TRAINING CLASS

The Contractor shall provide training for a customer-selected instructor.
Training will prepare the attendee to conduct operator training courses.
Successful graduates of the course will be accredited by InVision to teach
operators of the CTX 5000SP. Training will occur at Contractor's site and will
include course and instruction documentation. Documentation will include a list
of all required training materials to conduct an operator training course.

CLIN 0016 - ENGINEER MAINTENANCE TRAINING CLASS

The Contractor shall provide training for a customer-selected maintenance
person. Training will occur at Contractor's site and will include course and
necessary maintenance documentation. At conclusion of training, students will be
provided sufficient information and instruction to be qualified to perform
maintenance under the Engineer Support Maintenance Plan.

CLIN 0017 - TASK 1 -SITE-SPECIFIC SYSTEM SUPPORT

The Contractor shall provide time and materials support for modifying items
purchased under this contract to meet site-specific requirements for
installation and operation as tasked. This task shall cover installation and
consultation work above and beyond what is provided in CLIN 0001. Additionally,
this task shall cover any additional maintenance service requested by the user
above and beyond what is included in CLIN 0012. The Contractor shall develop a
plan to address these requirements as needed and shall provide labor to
accomplish the modifications at the agreed upon rates for the following
categories:

         Software Engineer             Documentation Specialist
         Computer Programmer           Training Specialist
         Field Service Engineer        Design Engineer
         Site Engineer                 Assembly Technician
         Application Engineer          Fabrication Technician
         Hardware Engineer

CLIN 0018 - TRAVEL AND SUBSISTENCE

Funded amounts are indicated in Section B for travel and subsistence supporting
CLINs 0014 through 0016.

C.3 CONTRACT DATA REQUIREMENTS (CLIN 0019)

To facilitate management and administration of this contract, the Contractor
shall conduct activities and provide reports as specified. See also Section J,
List of Exhibits for schedules and distribution.

C.3.1 MONTHLY FORMAL PROGRESS REVIEW

The Contractor shall be responsible for conducting monthly progress reviews at
the Contractor site. Progress reviews shall include, at a minimum, a review of
all pertinent technical, and schedule aspects

<PAGE>

                                                              Section C, Page 7

of the contract, including an estimate of the work to be accomplished in the
next month. The reviews shall be documented and submitted as formal reports. The
Government reserves the right to replace a formal monthly review at the
Contractor site with a less formal update completed by teleconference, to change
the location of the reviews at any time, and to increase or decrease the
frequency of reviews as required.

C.3.2 MAINTENANCE READINESS PLAN

The Contractor shall prepare a plan describing the actions necessary to
implement the field support as specified by this contract. The plan will include
but will not be limited to:

    a.   Steps required and schedule for establishing regional service
representatives/engineers;

    b.   Steps required and schedule for establishing spare parts depots, to
include estimated spare parts inventories; and

    c.   Strategy for hiring maintenance personnel (i.e. new direct personnel,
or contracting of services locally),

C.3.3 PRODUCTION READINESS PLAN

The Contractor shall prepare and deliver a plan describing the actions necessary
to meet the production requirements and schedule for this contract.

C.3.4 TIP LIBRARY DEVELOPMENT PLAN

The Contractor shall prepare and deliver a plan describing the actions necessary
and schedule for developing the additional TIP libraries to be delivered under
CLIN 0010 of this contract.

C.3.5 TRAINING EXPANSION PLAN

The Contractor shall prepare and deliver a plan describing the actions necessary
and schedule to meet the training requirements of this contract.

C.3.6 OPERATIONS MANUAL

The Contractor shall deliver an Operations Manual and subsequent changes to meet
the operations requirements of this contract.

C.3.7 MAINTENANCE MANUAL

The Contractor shall deliver a maintenance manual, which will facilitate owner
and operator preventive and corrective maintenance of a non-complex nature.

<PAGE>

                                                              Section C, Page 8

C.3.8 INTEGRATION MANUAL

The Contractor shall deliver an Integration Manual which describes the actions
necessary to fully integrate a CTX 5000SP into a baggage system.

C.3.9 INSTALLATION MANUAL

The Contractor shall deliver an Installation Manual which describes actions
necessary properly install and render operational a CTX 5000SP.

C.4 REFERENCES
The Contractor will be guided by the following references in the performance of
this contract:

"Final Criteria for the Certification of Explosive Detection Systems," FEDERAL
REGISTER, September 10, 1993
<PAGE>

                                PART I - THE SCHEDULE

                          SECTION D - PACKAGING AND MARKING



<PAGE>

                                                               Section D, Page i

                                PART I - THE SCHEDULE
                            SECTION D - PACKAGING AND KING


                                  TABLE OF CONTENTS

D.1 PACKING AND PACKAGING...................................................  1

D.2 MARKING OF DELIVERABLES.................................................  1

D.3 MARKING OF REPORTS......................................................  1



<PAGE>

                                                               Section D, Page 1

                                PART I - THE SCHEDULE
                          SECTION D - PACKAGING AND MARKING


D.1 PACKING AND PACKAGING

All deliverables under this contract shall be preserved and packaged in
accordance with the most economical and best commercial practices to assure
delivery at the destination and to prevent deterioration and damage due to
shipping, handling and storage hazards.

D.2 MARKING OF DELIVERABLES

In addition to information provided with shipping instructions, all deliverables
shall be marked on the outside of the packaging with the following:

a.  FAA contract number;
b.  Contractor's name and address;
c.  List of contents; and
d.  Task order number.

D.3 MARKING OF REPORTS

The Contractor shall mark all reports as follows:

a.  Task Order number
b.  Report Title
c.  Contract number
d.  Date
e.  Distribution


<PAGE>


                                PART I - THE SCHEDULE

                        SECTION E - INSPECTION AND ACCEPTANCE


<PAGE>

                                                               Section E, Page i

                                PART I - THE SCHEDULE
                        SECTION E - INSPECTION AND ACCEPTANCE


                                  TABLE OF CONTENTS

E.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)......  1

E.2 SOFTWARE QUALITY ASSURANCE REQUIREMENTS.................................  1

E.3 ADDITIONAL CONTRACT QUALITY REQUIREMENTS................................  2

E.4 ASSIGNMENT OF QUALITY RELIABILITY OFFICER (QRO).........................  2

E.5 INSPECTION AND ACCEPTANCE...............................................  3
    E.5.1 PRELIMINARY INSPECTION AND ACCEPTANCE.............................  3
    E.5.2 FINAL INSPECTION AND ACCEPTANCE...................................  3
    E.5.3 INSTALLATION INSPECTION AND ACCEPTANCE............................  3

E.6 AVAILABILITY OF SPECIFICATIONS..........................................  4

E.7 INSPECTION AND ACCEPTANCE OF CONTRACT DATA REQUIREMENTS.................  4


<PAGE>

                                                               Section E, Page 1

                                PART I - THE SCHEDULE
                        SECTION E - INSPECTION AND ACCEPTANCE


E.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)

This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).

    3.10.4-2    Inspection of Supplies--Fixed-Price             April 1996
    3.10.4-4    Inspection of Services - Both Fixed-Price &     April 1996
                Cost Reimbursement
    3.10.4-5    Inspection-Time-and-Materials and Labor-Hour    April 1996
    3.10.4-13   Higher-Level Contract Quality Requirement       April 1996
    3.10.4-16   Responsibility for Supplies                     April 1996

    * Insert shall read: "ANSI/ASCQ Q-9003-1994, 'Quality Systems-Model
    for Quality Assurance in Final Inspection and Test'"

E.2 SOFTWARE QUALITY ASSURANCE REQUIREMENTS

The Contractor shall provide and maintain a software quality assurance program.
This program shall be documented, and shall provide for the procedures and
controls to be utilized by the Contractor and/or subcontractor(s), if
applicable, for assuring that all requirements of the contract are met. As a
minimum, this program shall provide for:

    a.   A quality assurance (QA) organization that has sufficient
responsibility and authority to identify and evaluate quality problems, and to
initiate, recommend or provide solutions;

    b.   Procedures and controls to assure adequate configuration management
during all operations through final acceptance;

    c.   Controls to assure that all inspection and testing is performed in
compliance with contract requirements and that all test data is complete,
correct, traceable, repeatable, and acceptable;

    d.   Maintenance of a proper record keeping function to provide objective
evidence and traceability of operations performed;

    e.   If applicable, procedures and controls for assuring that all software
products or services procured from subcontractors conform to contract
requirements;

    f.   Procedures and controls to assure that all documentation is adequately
reviewed and meets contract requirements;


<PAGE>

                                                               Section E, Page 2

                                PART I - THE SCHEDULE
                        SECTION E - INSPECTION AND ACCEPTANCE


    g.   Procedures and controls for the prevention of software deficiencies,
detection and analysis of deficiencies when they do occur, as well as procedures
for corrective action;

    h.   A system of periodic internal quality audits or review to verify
whether quality activities and related results are in compliance with planned
arrangements, and to verify that the QA program is performing effectively.

E.3 ADDITIONAL CONTRACT QUALITY REQUIREMENTS

In addition to the contract quality requirements described elsewhere in this
document, ANSI/ASQC Q-9003-1994- Quality Systems-Model for Quality Assurance in
Final Inspection and Test shall apply.

E.4 ASSIGNMENT OF QUALITY RELIABILITY OFFICER (QRO)

The following provisions are a part of this contract.

    (a)  The Government's Quality and Reliability Officer (QRO) assigned to
this contract, and designated as such by the Government, has the authority to
verify that the Contractor's quality system complies with contract requirements,
including the Contractor's Quality System Plan (QSP) (if applicable), to witness
tests, and to inspect and accept or reject supplies provided under this
contract.

    (b)  Prior to shipment thereof, the Contractor shall submit to the QRO, for
inspection and acceptance, all supplies which are subject to final Government
inspection and acceptance at the Contractor's facilities. Acceptance by the QRO
constitutes verification by the Government that supplies comply with all
contract requirements which are to be completed prior to shipment, including
satisfactory completion of factory tests. Any supplies determined by the QRO to
be nonconforming shall be corrected prior to shipment. All other supplies,
except those specified to be accepted by the Contracting Officer, shall be
submitted to the QRO for final inspection and acceptance prior to shipment.

    (c)  Failure of the Contractor to maintain and operate a Quality System in
accordance with the terms of the contract may, based upon a written
determination of the QRO (and consistent with the quality system requirements of
the contract), be grounds for rejection of affected supplies.

    (d)  The Contractor shall provide appropriate office space for the QRO and
his/her staff for the performance of Government evaluations and administrative
functions. The office area shall be secure to accommodate meetings of a
sensitive nature. File cabinets and suitable desks, both with locking
capabilities, typewriters and chairs, all in good repair, and other
miscellaneous office equipment, as required, shall be supplied by the
Contractor. The Contractor shall provide secretarial help, as required by the
QRO, for typing documents related to the contract. A telephone shall be provided
to each desk, with no less than one line per two QRO staff members. The cost of
long distance calls placed by the QRO staff will be borne by the Government. The
Contractor shall provide parking space to the extent available. In the event a
change in location of the QRO staff is required, Contractor/QRO coordination
will take place in order to facilitate Government planning and implementation of
a smooth transition.


<PAGE>

                                                               Section E, Page 3

                                PART I - THE SCHEDULE
                        SECTION E - INSPECTION AND ACCEPTANCE


    (e)  Notification of Readiness for Inspection. Unless otherwise specified
in the contract, the Contractor shall notify the designated resident QRO in
writing within 2 workdays (7 workdays if there is not a resident FAA QRO) of the
time (1) when Contractor inspection or tests will be performed in accordance
with the conditions of the contract and (2) when the supplies or services
performed will be ready for government inspection.

E.5 INSPECTION AND ACCEPTANCE

E.5.1 PRELIMINARY INSPECTION AND ACCEPTANCE

Inspection and test associated with preliminary Government acceptance of systems
components and aggregates, including all Hardware/Equipment, along with all
Software, Firmware and Interface requirements shall be performed by the
Contractor at the Contractor's plant and shall be witnessed by the Government's
Quality and Reliability Officer (QRO). Such inspection and testing shall be in
accordance with the document titled "InVision Technologies, Inc., CTX Series
Explosive Detection System, Factory or Site Acceptance Test Procedure" (see
Attachment A, Section J). Additionally, the Government reserves the right to
randomly perform additional preliminary acceptance testing. Thirty days prior to
the performance of such additional testing, the Government shall notify the
Contractor of the general testing requirements.

Preliminary Government acceptance of systems components and aggregates,
including all Hardware/Equipment, along with all Software, Firmware and
Interface requirements shall be made by the Government QRO at the Contractor's
plant.

E.5.2 FINAL INSPECTION AND ACCEPTANCE

Inspection and Final Acceptance by the Government of all Supplies delivered
during performance of this contract shall be performed at the Contractor's plant
or facility by the Government. Inspection and testing performed prior to final
acceptance shall be in accordance with the final acceptance test procedures to
be mutually agreed upon by the Government and the Contractor prior to delivery
of the first CTX 5000SP system. Such final acceptance test procedures shall be
consistent with the FAA's "Final Criteria for the Certification of Explosive
Detection Systems" and the general system requirements detailed in this
contract.

E.5.3 INSTALLATION INSPECTION AND ACCEPTANCE

Installation Inspection and Acceptance shall be performed by the Government at
the installation site in accordance with the installation acceptance test
procedures to be mutually agreed upon by the Government and the Contractor prior
to installation of the first CTX 5000SP system.


<PAGE>

                                                               Section E, Page 4

                                PART I - THE SCHEDULE
                        SECTION E - INSPECTION AND ACCEPTANCE

E.6 AVAILABILITY OF SPECIFICATIONS

ANSI/ASQC Q-9003-1994 Quality Systems-Model for Quality Assurance in Final
Inspection and Test may be obtained from:

    American Society for Quality Control
    611 East Wisconsin Avenue
    P.O. Box 3005
    Milwaukee, Wisconsin 53201-3005

    Phone     (414) 272-8575
              (800) 248-1946
    Fax       (414) 272-1734

E.7 INSPECTION AND ACCEPTANCE OF CONTRACT DATA REQUIREMENTS

Contract data requirements shall be inspected and accepted in accordance with
CDRL Forms shown in Section J.


<PAGE>



                                PART I - THE SCHEDULE

                        SECTION F - DELIVERIES OR PERFORMANCE



<PAGE>

                                                               Section F, Page i

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE


                                  TABLE OF CONTENTS

F.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)......  1

F.2 F.O.B. ORIGIN, CONTRACTOR'S FACILITY....................................  1

F.3 PERIOD OF PERFORCE......................................................  2

F.4 PLACE OF DELIVERY/PERFORMANCE - NON-DATA ITEMS..........................  2

F.5 TIME AND PLACE OF DELIVERY - DATA ITEMS.................................  2

F.6 TIME OF DELIVERY - INDEFINITE DELIVERY/INDEFINITE QUANTITY ITEMS........  3

F.7 TIME OF DELIVERY - TIME AND MATERIAL REQUIREMENTS.......................  5


<PAGE>

                                                               Section F, Page 1

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE


F.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)

This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).

    3.10.1-9       Stop Work Order               October 3, 1996
    3.10.1-11      Government Delay of Work      April 1996

F.2 F.O.B. ORIGIN, CONTRACTOR'S FACILITY

A.  The term "f.o.b. origin, Contractor's facility," as used in this clause,
means free of expense to the Government delivered on board the indicated type of
conveyance of the carrier (or of the Government, if specified) at the designated
facility, on the named street or highway, in the city, county, and State from
which the shipment will be made. In accordance with Clause 3.10.4-16,
Responsibility for Supplies, title to all supplies furnished under this
contract, shall pass to the Government upon delivery to the f.o.b. point.

B.  The Contractor shall:

    1.   Pack and mark the shipment to comply with contract specifications; or
in the absence of specifications, prepare the shipment in conformance with
carrier requirements to protect the goods and to ensure assessment of the lowest
applicable transportation charge;

    2.   Order specified carrier equipment when requested by the Government; or
if not specified, order appropriate carrier equipment not in excess of capacity
to accommodate shipment.

    3.   Deliver the shipment in good order and condition to the carrier, and
load, stow, trim, block, and/or brace carload or truckload shipment (when loaded
by the Contractor) on or in the carrier's conveyance as required by carrier
rules and regulations.

    4.   Be responsible for any loss of and/or damage to the goods: 

         a.   Occurring before delivery to the carrier.

         b.   Resulting from improper packing and marking; or

         c.   Resulting from improper loading, stowing, trimming, blocking,
and/or bracing of the shipment, if loaded by the Contractor on or in the
carrier's conveyance.



<PAGE>

                                                               Section F, Page 2

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE

    5.   Complete the Government bill of lading supplied by the ordering agency
or, when a Government bill of lading is not supplied, prepare a commercial bill
of lading or other transportation receipt. The bill of lading shall show:

         a.   A description of the shipment in terms of the governing freight
classification or tariff (or Government rate tender) under which lowest freight
rates are applicable.

         b.   The seals affixed to the conveyance with their serial numbers or
other identification.

         c.   Lengths and capacities of cars or trucks ordered and furnished.

         d.   Other pertinent information required to effect prompt delivery to
the consignee, including name, delivery address, postal address and ZIP code of
consignee, routing, etc.

         e.   Special instructions or annotations requested by the ordering
agency for commercial bills of lading; e.g., (1) "to be converted to a
Government bill of lading," or (2) "this shipment is the property of, and the
freight charges paid to the carrier(s) will be reimbursed by, the Government."

         f.   The signature of the carrier's agent and the date the shipment is
received by the carrier.

    6.   Distribute the copies of the bill of lading, or other transportation
receipts, as directed by the ordering agency.

F.3 PERIOD OF PERFORCE

The period of performance of this contract shall be from date of contract award
through two (2) years from date of contract award.

F.4 PLACE OF DELIVERY/PERFORMANCE - NON-DATA ITEMS

The place of delivery or performance shall be as specified in individual
delivery orders.

F.5 TIME AND PLACE OF DELIVERY - DATA ITEMS

Time and place of delivery of all contract data requirements shall be as
detailed in the applicable Contract Data Requirements List (CDRL), Section J.


<PAGE>

                                                               Section F, Page 3

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE


F.6 TIME OF DELIVERY - INDEFINITE DELIVERY/INDEFINITE QUANTITY ITEMS

The time of delivery schedule for all contract line items (CLINs) shall be as
specified in individual delivery orders; however, the Government shall not order
nor shall the Contractor be required to deliver indefinite delivery/indefinite
quantity units in excess of the rates indicated below. However, the Government
agrees to order the minimum quantity of 54 CLIN 0001 items in the initial
delivery order, concurrent with contract award.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLIN          MAXIMUM                       SCHEDULE
              QUANTITY
--------------------------------------------------------------------------------
0001            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; I0 each per month thereafter.
--------------------------------------------------------------------------------
0002            100       Commencing January 1997, 0 each per month the first
                          two months, 3 each the third month; 2 each per month
                          the fourth and fifth months; 3 each the sixth month; 4
                          each the seventh month; 6 each per month the eighth
                          and ninth months; 8 each the tenth month; 10 each per
                          month thereafter.
--------------------------------------------------------------------------------
0003            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0004            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0005            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months;
                          8 each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------


<PAGE>

                                                               Section F, Page 4

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE


--------------------------------------------------------------------------------
0006            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0007            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0008            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0009            100       Commencing January 1997, 0 each per month the first
                          two months, 3 each the third month; 2 each per month
                          the fourth and fifth months; 3 each the sixth month; 4
                          each the seventh month; 6 each per month the eighth
                          and ninth months; 8 each the tenth month; 10 each per
                          month thereafter.
--------------------------------------------------------------------------------
0010            100       Contractor shall deliver first volume no later than 31
                          March 1997 conditioned upon receipt from the FAA of
                          direction and GFP/GFE NLT Jan. 1997. For CTX-5000SP
                          systems delivered prior to 31 March 1997, initial
                          volume installation shall be performed by the
                          Contractor at system installation site. For CTX 5000SP
                          systems delivered after 31 March 1997, initial volume
                          shall be installed by the Contractor during
                          manufacture of CTX 5000SP.

                          Subsequent volume deliveries (replacements) will be
                          performed at the government's discretion upon a
                          reasonable schedule agreed to by the Contractor and
                          conditioned upon timely receipt of GFP/GFE.
--------------------------------------------------------------------------------
0011            100       Commencing January 1997, 0 each per month the first
                          month, 2 each the second month, 1 each the third
                          month; 2 each per month the fourth and fifth months;
                          3 each the sixth month; 4 each the seventh month;
                          6 each per month the eighth and ninth months; 8 each
                          the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------


<PAGE>

                                                               Section F, Page 5

                                PART I - THE SCHEDULE
                        SECTION F - DELIVERIES OR PERFORMANCE


--------------------------------------------------------------------------------
0012            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0013            100       Commencing January 1997, 1 each per month the first
                          three months; 2 each per month the fourth and fifth
                          months; 3 each the sixth month; 4 each the seventh
                          month; 6 each per month the eighth and ninth months; 8
                          each the tenth month; 10 each per month thereafter.
--------------------------------------------------------------------------------
0014            100       Commencing January 1997, 1 each per month the first
                          three months, 2 each per month the fourth and fifth
                          months, 3 each the sixth month, 5 each per month
                          thereafter.
--------------------------------------------------------------------------------
0015            100       Commencing January 1997, 1 each per month the first
                          three months, 2 each per month the fourth and fifth
                          months, 3 each the sixth month, 4 each per month
                          thereafter.
--------------------------------------------------------------------------------
0016            100       Commencing January 1997, 1 each per month the first
                          three months, 2 each per month the fourth and fifth
                          months, 3 each the sixth month, 4 each per month
                          thereafter.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


F.7 TIME OF DELIVERY - TIME AND MATERIAL REQUIREMENTS

The time of delivery schedule for all contract line item (CLIN) 0017
requirements shall be as specified in individual task orders.


<PAGE>


                                PART I - THE SCHEDULE

                       SECTION G - CONTRACT ADMINISTRATION DATA


<PAGE>

                                                               Section G, Page i

                                PART I - THE SCHEDULE
                       SECTION G - CONTRACT ADMINISTRATION DATA


                                  TABLE OF CONTENTS

G.I CONTACT ADMINISTRATION (FAA)............................................  1

G.2 FAAAMS 3.10.1-22 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE.........  2

G.3 INVOICES................................................................  2

G.4 ORDERING (FAAAMS 3.2.4-16, OCTOBER 3, 1996).............................  3

G.5 CORRESPONDENCE PROCEDURES...............................................  3

G.6 TRAVEL COSTS (APPLICABLE TO CLINS 0014, 0017 AND 0018)..................  3


<PAGE>

                                                               Section G, Page 1

                                PART I - THE SCHEDULE
                       SECTION G - CONTRACT ADMINISTRATION DATA


G.I CONTACT ADMINISTRATION (FAA)

a.  CONTRACTING OFFICER:  The FAA Contracting Officer's name and address are as
    follows:

    Federal Aviation Administration
    Mr. Kyle Richmond
    ASU-360B
    800 Independence Ave.
    Washington, DC 20591
    Telephone (202)267-7851
    Fax (202)267-5149

b.  SECURITY EQUIPMENT PRODUCT LEAD

    Federal Aviation Administration
    Mr. Ronald R. Polillo
    AAR-600
    800 Independence Ave.
    Washington, DC 20591
    Telephone (202) 493-4801
    Fax(202) 267-7154

c.  QUALITY RELIABILITY OFFICER (QRO)

    TBD

d.  CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)

    TBD

    (1)  The COTR is responsible for monitoring progress and overall technical
    management of the work hereunder and shall be contacted regarding questions
    or problems of a technical nature. In no event, however, will any
    understanding or agreement, modification, change order, or other matter
    deviating from the terms of the contract between the Contractor and any
    person other than the Contracting Officer be effective or binding upon the
    Government, unless a contract modification or letter of direction is
    executed by the Contracting Officer prior to completion of this contract.

    (2)  On all matters that pertain to contract terms, the Contractor shall
    contact the Contracting Officer. When, in the opinion of the Contractor,
    the COTR requests effort outside the existing scope of the contract, the
    Contractor will promptly notify the Contracting Officer. No action shall


<PAGE>

                                                               Section G, Page 2

                                PART I - THE SCHEDULE
                       SECTION G - CONTRACT ADMINISTRATION DATA


    be taken by the Contractor under such request unless and until the
    Contracting Officer has issued a letter of direction or a contract
    modification.

G.2 FAAAMS 3.10.1-22 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE

              CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (JULY 1996)

(a) The Contracting Officer may designate other Government personnel (known as
the Contracting Officer's Technical Representative) to act as his or her
authorized representative for contract administration functions which do not
involve changes to the scope, price, schedule, or terms and conditions of the
contract. The designation will be in writing, signed by the Contracting Officer,
and will set forth the authorities and limitations of the representative(s)
under the contract. Such designation will not contain authority to sign
contractual documents, order contract changes, modify contract terms, or create
any commitment or liability on the part of the Government different from that
set forth in the contract.

(b) The Contractor shall immediately contact the Contracting Officer is there
is any question regarding the authority of an individual to act on behalf of the
Contracting Officer under this contract.

                                   (END OF CLAUSE)

G.3 INVOICES

The Federal Aviation Administration intends to make payment within 30 days of
receipt of a properly prepared invoice submitted to the billing office below:

    Federal Aviation Administration
    Accounts Payable Branch (ABA-222)
    800 Independence Avenue, SW
    Washington, DC 20591

The Contractor shall submit an original and three copies of all invoices to the
above designated billing office on a monthly basis. Certification of the
invoices will be based on ACO and/or COAR review.

The Contractor shall also provide simultaneously with the original, a copy of
each certified invoice to the following:

    Federal Aviation Administration
    Mr. Kyle Richmond
    Contracting Officer, ASU-360B
    800 Independence Avenue, SW
    Washington, DC 20591


<PAGE>

                                                               Section G, Page 3

                                PART I - THE SCHEDULE
                       SECTION G - CONTRACT ADMINISTRATION DATA


The payment will be made pursuant to the "Mandatory Information for Electronic
Funds Transfer Payment Methods" clause in Section I of this contract.

G.4 ORDERING (FAAAMS 3.2.4-16, OCTOBER 3, 1996)

(a) Any supplies and services to be furnished under this contract shall be
ordered by issuance of delivery orders or task orders by the Contracting
Officer. Such orders may be issued for two years from the date of contract
award.

(b) All delivery orders or task orders are subject to the terms and conditions
of this contract. In the event of conflict between a delivery order or task
order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the
Government deposits the order in the mail. Orders may be issued orally, by
facsimile, or by electronic commerce methods only if authorized in the Schedule.

                                   (END OF CLAUSE)

G.5 CORRESPONDENCE PROCEDURES

To promote timely and effective contract administration, correspondence
submitted under this contract shall be subject to the following procedures
(except for invoices and deliverable items):

a.  All correspondence relative to this contract shall be addressed to the
    Contracting Officer, ASU-360B. Correspondence of a technical nature shall
    include an information copy addressed to the Contracting Officer's
    Technical Representative (COTR).

b.  MAIL:  The Contractor shall use discretion in the use of"express" or
    "overnight" mail. These premium services should be used sparingly and in
    situations where the regular U.S. mail system would not be adequate for the
    timely transfer of technical or contract related documentation. Use of
    electronic mail or facsimile (FAX) service is encouraged where appropriate.

G.6 TRAVEL COSTS (APPLICABLE TO CLINS 0014, 0017 AND 0018)

a.  Travel shall be reimbursed on a cost plus no fee basis, subject to Joint
    Federal Travel Regulations (JFTR) guidelines and any other limitations
    cited below.

    1.   The Government will reimburse the Contractor, up to amounts allowed by
         the JFTR, for reasonable travel expenditures, incurred in the
         performance of this contract. In maintaining a policy of keeping
         travel costs 'reasonable' in the performance of this contract, the
         Contractor agrees to use a cost effective approach and continuously
         pursue opportunities to lower and contain travel costs using, where
         practical, group rate arrangements, off-peak travel itineraries and
         other similar travel cost containment


<PAGE>

                                                               Section G, Page 4

                                PART I - THE SCHEDULE
                       SECTION G - CONTRACT ADMINISTRATION DATA


         methods. Further, the Contractor agrees to effect procedures to ensure
         Government reimbursable travel expenditures are only incurred when
         absolutely necessary. To assist it in determining reasonable travel
         cost objectives, as needed, the Contractor is encouraged to contact
         the FAA travel office for general guidance. Further, to mitigate the
         inherently higher rates associated with urgent emergent travel, the
         Contractor agrees to contact, reasonably in advance, the Contracting
         Officer for assistance prior to executing such travel, unless
         documented circumstances clearly indicate such advance contact was not
         possible.

    2.   Incurred travel costs, listed below, will be disallowed for Government
         reimbursement and considered as being expenditures to be absorbed by
         the Contractor. Included are costs:

         (i)       in excess of amounts allowed by the JFTR;
         (ii)      within a Government installation, where Government     
                   transportation is available;
         (iii)     for personal convenience, including daily travel to and from
                   work;
         (iv)      in the case of urgent emergent travel, in excess of amounts
                   allowed by the JFTR, due to the Contractor not requesting
                   Contracting Officer assistance reasonably in advance except
                   for justifiable and documented circumstances which prevented
                   such advance contact from being possible; and
         (v)       in the replacement of personnel, when such replacement is
                   accomplished for the Contractor's or employee's convenience

In the case of urgent emergent travel, if the Contracting Officer's assistance
has been reasonably requested in advance, or if requested as soon as practical
after commencement of travel and properly justified and documented, the
Contracting Officer may authorize, on a case-by-case basis, reimbursement for
amounts in excess of JFTR rates. The Contractor shall implement procedures to
minimize urgent emergent travel. Any Contracting Officer decision regarding
reimbursement of travel costs in excess of amounts allowed by JFTR, for urgent
emergent travel, shall be a unilateral decision, not subject to dispute or any
right contained in clause I.10 (disputes clause), of this contract.

3.  Relocation and travel costs incident to relocation will only be
    reimbursable by the Government if such costs are:

    (i)       in conformance with existing company policy;
    (ii)      represent the most cost effective approach among all other
              potential alternatives; and
    (iii)     are specifically authorized by the Contracting Officer in advance
              of being incurred.

If the Contractor anticipates relocation costs will be incurred, the Contractor
must submit, to the Contracting Officer, reasonably in advance, a written
request with detailed justification and a cost/benefit analysis of alternatives.
The Contracting Officer shall make a unilateral decision, on the request, which
will not be subject to dispute or any other recourse contained in this contract.


<PAGE>


                                PART I - THE SCHEDULE

                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


<PAGE>

                                                               Section H, Page i

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


                                  TABLE OF CONTENTS

H.1 SYSTEM INTEGRATION CONTRACTOR RELATIONSHIP..............................  1

H.2 CONTRACT SUPPORT SERVICES - ESTABLISHMENT OF A CONTRACT
    LIAISON OFFICE..........................................................  3

H.3 MINIMUM AND MAXIMUM CONTRACT AMOUNTS....................................  5

H.4 WARRANTY OF SUPPLIES....................................................  6

H.5 TASK ORDER PROCEDURES (APPLICABLE TO CLIN # 0017).......................  8

H.6 DELIVERY ORDER PROCEDURES (APPLICABLE TO CLIN #S 0001-0016 )............  9

H.7 DISSEMINATION OF CONTRACT INFORMATION................................... 10

H.8 SECURITY CLEARANCES..................................................... 11

H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY
    REFERENCE............................................................... 11

H.10 FINAL PAYMENT TERMS.................................................... 11


<PAGE>

                                                               Section H, Page 1

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


H.1 SYSTEM INTEGRATION CONTRACTOR RELATIONSHIP

a.  The Contractor shall enter into a Liaison Agreement (the "Agreement") with
    the FAA's System Integration Contractor. All parties to the Agreement shall
    comply with the terms of the Agreement for the duration of this contract.
    The System Integration Contractor shall not, by execution of the Agreement,
    be considered as a subcontractor for the purposes of this contract. The FAA
    Contracting Officer for the System Integration Contract is Ms. Mary
    McGrath, ASU-360, FOB 10A, 800 Independence Avenue, SW, Washington, DC
    20024,

b.  The Agreements shall facilitate the exchange of data and information
    between the System Integration Contractor and the Contractor as reasonable
    and necessary for the successful integration and implementation of contract
    deliverables in Section B.

c.  As a minimum, the Agreements shall provide for the following:

    1.   As requested by the System Integration Contractor, the Contractor
         shall provide the System Integration Contractor all necessary
         interface data for the successful integration and implementation of
         the contract deliverables.
    2.   Concurrent with its submittal to the Government of each proposed
         engineering change, the Contractor shall provide to the System
         Integration Contractor any interface data that the Contractor believes
         is changed or impacted by the proposed engineering change. The
         Contractor will communicate to the System Integration Contractor in a
         reasonable and efficient manner the details of any known impact of the
         proposed engineering change on the FAA's Configuration Management
         Plan, and any information regarding the Contractor's projected and
         actual costs and schedule that is necessary for the System Integration
         Contractor to evaluate the proposed engineering change.
    3.   Concurrent with its submittal to the Government, the Contractor shall
         coordinate each proposed contract specification change, deviation and
         waiver that impacts the integration and implementation of the contract
         deliverables with the System Integration Contractor. The Contractor
         shall provide to the System Integration Contractor interface data that
         is necessary for the System Integration Contractor to evaluate the
         proposed specification change, deviation or waiver.
    4.   The Contractor shall promptly disclose to the System Integration
         Contractor material interface problems known to the Contractor which,
         if unresolved, would prevent successful integration and implementation
         of the contract effort with other systems or subsystems. If an
         interface problem is proposed to be resolved by a change in the
         contract specifications, the Contractor shall do so as described in
         c.2 above.
    5.   Unless restricted by the Government, the System Integration Contractor
         shall be permitted to attend all meetings between the Contractor and
         the Government pertaining to CTX 5000SP integration issues or matters
         and the Contractor shall be permitted to attend all meetings between
         the System Integration Contractor and the Government pertaining to CTX
         5000SP integration issues.


<PAGE>

                                                               Section H, Page 2

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


    6.   As may be necessary to accomplish the purposes of the Agreement,
         representatives of the Contractor shall meet from time to time at the
         Contractor's facility with the System Integration Contractor.
    7.   The System Integration Contractor shall be permitted to monitor all
         acceptance testing by the Contractor in connection with this contract
         which the Government has the right to witness and the Contractor shall
         be permitted to monitor all testing by the System Integration
         Contractor in connection with the Systems Integration Contract as it
         pertains to the CTX 5000SP.
    8.   In accordance with paragraph (d) of this agreement, the System
         Integration Contractor and the Contractor shall agree on the
         procedures for the proper protection of proprietary information owned
         by the Contractor and disclosed to the System Integration Contractor,
         and of proprietary information owned by other contractors and
         disclosed to the Contractor. The System Integration Contractor will
         agree to use the proprietary information owned by the Contractor,
         whether provided by the Government, the Contractor or any other
         contractor or subcontractor solely for the performance of the System
         Integration Contract and execute an appropriate non-disclosure
         agreement.

d.  The Contractor may receive proprietary information owned by other FAA
    contractors from the System Integration Contractor or the Government.
    Except with the prior written permission of the owner of the proprietary
    information, the Contractor shall not release, use or disclose, in whole or
    part, proprietary information owned by another person. Neither this
    contract nor the Agreement shall affect the right of the Government, the
    Contractor, the Contractor's subcontractors, the System Integration
    Contractor, the System Integration Contractor's subcontractors, or any
    other FAA contractor to use proprietary information if such information is
    lawfully obtained on an unrestricted basis from any source.

    At no time during the performance of this contract is the Contractor
    required to release proprietary information, or proprietary direct or
    indirect rate information to the System Integration Contractor. Should any
    inadvertent release occur, neither this contract nor the Agreement shall be
    the basis for any liability on the part of the Government for the use,
    release or disclosure, by the System Integration Contractor of any
    proprietary information owned by the Contractor.

    Raytheon Corporation, a System Integration Contractor, or one of its
    subcontractors, will be responsible for in-plant acceptance testing and
    site inspection tests. The Government will require Lockheed-Martin
    Corporation, a System Integration Contractor, to provide an acceptable
    Mitigation Plan in order to avoid an organizational conflict of interest.
    The Contracting Officer responsible for the System Integration Contract
    with Lockheed-Martin Corporation will be solely responsible for acceptance
    or rejection of the Lockheed-Martin Mitigation Plan. The purpose of the
    Mitigation Plan will be to prevent any competitive advantage which may
    result from Lockheed-Martin receiving proprietary information possessed by
    Invision Technologies, Inc. regarding the CTX 5000SP.


<PAGE>

                                                               Section H, Page 3

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


    The Contractor agrees that it shall use proprietary information owned by
    others, whether provided by the Government, the System Integration
    Contractor or any other contractor or subcontractor, solely for the
    performance of this contract. This provision, however, shall not affect the
    right of the Contractor or any of its subcontractors to use such
    proprietary information for other purposes if the information is lawfully
    obtained on an unrestricted basis from any source.

e.  The Contractor shall provide the Contracting Officer with one copy of each
    Agreement entered into with the System Integration Contractor and any
    Amendments thereto.

f.  The Contractor shall use its best efforts to include the requirements of
    this agreement in its subcontracts in excess of $100,000.

g.  Nothing in this contract or in the Agreement shall be deemed to be a basis
    for the alteration of, deviation from or failure to comply with, the terms
    and provisions of this contract. In the event of a conflict between any of
    the terms and provisions of this contract and the Agreement, the terms and
    provisions of this contract shall control with respect to the parties to
    this contract.

H.2 CONTRACT SUPPORT SERVICES - ESTABLISHMENT OF A CONTRACT LIAISON OFFICE

The Government has entered into a contract with CEXEC, Inc. for Contract Support
Services (CSS). Under the contract CEXEC is required to provide CSS to the
Contracting Officer through the establishment by CEXEC of a Contract Liaison
Office (CLO) in the Contractor's plant. The CLO will be staffed for the duration
of the contract by a Contracting Officers Administrative Representative (COAR)
and a Production Surveillance Representative (PSR). The COAR and the PSR will be
provided by CEXEC.

No contracting officer authority has been delegated to CEXEC, the COAR or the
PSR. The COAR and the PSR have no authority to change any of the terms of the
contract or to issue any direction, assignment of work or communication which
would be a basis for any change in the contract terms (including but not limited
to the contract delivery schedule or price) or which would affect the time or
cost of performance of the contract. If the Contractor believes that it has
received any direction from the COAR or PSR which would be a basis for a change
in any of the contract terms, or would affect the time or cost of performance of
the contract, the Contractor shall not comply with the direction and shall
notify the Contracting Officer immediately.

The COAR may attend negotiation sessions with the Contracting Officer, but has
no authority to negotiate directly or independently with the Contractor.

The duties of the COAR in support of the Contracting Officer include but are not
limited to the following:


<PAGE>

                                                               Section H, Page 4

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


A.  Providing representative support to the Contracting Officer.
B.  Participating in post award conferences.
C.  Reviewing the Contractor's requests for payment.
D.  Reviewing the Contractor's purchasing system.
E.  Expediting actions for the Contracting Officer and the Contractor.
F.  Reviewing proposed subcontracts for the Contracting Officer's consent.
G.  Assuring Contractor compliance with subcontracting plans.
H.  Assuring submission of required deliverables.
I.  Reviewing and evaluating the Contractor's proposals, including costs, and
    providing comments.
J.  Reviewing labor relations matters.
K.  Assisting the Contractor in obtaining contract interpretation from the
    Contracting Officer.

The duties of the PSR may include but are not limited to the following:

A.  Evaluating the Contractor's production plans, including the identification
    of pacing events and critical milestones and verifying their
    reasonableness.
B.  Participating in design reviews and assessing producibility and
    manufacturing capability.
C.  Providing production surveillance through follow-on plant visits.
D.  Assisting in problem resolution and providing expediting assistance.
E.  Providing advice to the Contracting Officer on matters relating to
    industrial management, industrial engineering, resource management, and
    program planning.

From time to time the Contracting Officer will require CEXEC to provide other
services. In all cases, the Contracting Officer will notify the Contractor in
writing what specific duties the COAR and the PSR are required to perform.

Unless specified otherwise by the Contracting Officer, the COAR and the PSR
shall be provided access to all information pertinent to. the contract to which
the Government has a right of access.

The FAA Contracting Officer wants to ensure that the intent of the above
agreement involving the COAR and the PSR in the performance of their assigned
duties, is understood by all parties to be applicable to the COAR and PSR
positions, irrespective of changes in personnel employed by the FAA or CEXEC, or
of a change in the Contractor providing the contract support services. Further,
the terms information and data in this agreement apply to supporting
information/data for deliverables under the contract, whether or not the
information/data is a deliverable in itself. The Contractor will be under no
obligation to generate information/data for compliance.

The Contractor shall provide office space for the CLO (sufficient for three
persons) including furniture, file cabinets, local telephone service, internal
mail service, copying service and parking.

The cost of long distance calls placed by the Contract Liaison Office
representatives will be by Contractor-accepted practices for on-site Government
representatives.


<PAGE>

                                                               Section H, Page 5

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


H.3 MINIMUM AND MAXIMUM CONTRACT AMOUNTS

During the term of this contract, the Government shall order and the Contractor
shall furnish not less than the minimum and not more than the maximum number of
supplies detailed below.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CLIN                    DESCRIPTION                          MINIMUM     MAXIMUM
--------------------------------------------------------------------------------
0001          CTX 5000SP EXPLOSIVES DETECTION SYSTEM            54           100
--------------------------------------------------------------------------------
0002          IMAGE QUALITY TEST KIT (IQTK)                     54           100
--------------------------------------------------------------------------------
0003          POWER INCLINED ENTRANCE CONVEYOR                  *            100
--------------------------------------------------------------------------------
0004          LUGGAGE POSITIONING ADAPTER                       *            100
--------------------------------------------------------------------------------
0005          POWERED FLAT ENTRANCE CONVEYOR                    *            100
--------------------------------------------------------------------------------
0006          PLC JUNCTION WITH STANDARD INTERFACE SOFTWARE     10           100
--------------------------------------------------------------------------------
0007          EXIT SLIDE                                         6           100
--------------------------------------------------------------------------------
0008          REMOTE LOCATION OF OPERATOR CONSOLE PACKAGE        6           100
--------------------------------------------------------------------------------
0009          THREAT IMAGE PROJECTION (TIP) PACKAGE             54           100
--------------------------------------------------------------------------------
0010          TIP LIBRARY (VOLUMES)                            648          1200
--------------------------------------------------------------------------------
0011          FIELD DATA REPORTING AND IMAGE DISPLAY PACKAGE    54           100
--------------------------------------------------------------------------------
0012          FIRST YEAR WARRANTY - PARTS AND LABOR             54           100
--------------------------------------------------------------------------------
0013          FIRST YEAR WARRANTY - EXTENDED HOURS              10           100
--------------------------------------------------------------------------------
0014          OPERATOR TRAINING CLASS                           15           100
--------------------------------------------------------------------------------
0015          INSTRUCTOR TRAINING CLASS                          5            50
--------------------------------------------------------------------------------
0016          ENGINEER MAINTENANCE TRAINING CLASS                5            50
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

-- The COMBINED minimum order quantity for CLINs 0003, 0004 and 0005 under this
contract shall be 54 units.


<PAGE>

                                                               Section H, Page 6

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


H.4 WARRANTY OF SUPPLIES

a.  Definitions
    'ACCEPTANCE,' means the act of an authorized representative of the
           Government by which the Government assumes for itself, or as an
           agent of another, ownership of existing supplies, or approves
           specific services as partial or complete performance of the contract.

    'CORRECTION,' means the elimination of a defect.

    'SUPPLIES,' means the end item furnished by the Contractor and related
           services required under the contract. The word does not include
           'data.'

b.  Contractor's obligations

    1.   NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS CONTRACT, THIS WARRANTY
         IS THE ONLY WARRANTY MADE BY INVISION WITH RESPECT TO SUPPLIES
         DELIVERED HEREUNDER, AND MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN
         INSTRUMENT SIGNED BY A DULY AUTHORIZED OFFICER OF INVISION AND
         ACCEPTED BY THE GOVERNMENT. Notwithstanding inspection and acceptance
         by the Government of supplies furnished under this contract, or any
         condition of this contract concerning the conclusiveness thereof, the
         Contractor warrants that for I year after system(s) final acceptance -

         (i)  All supplies furnished under this contract will be free from
              defects in material or workmanship and will conform with all
              requirements of this contract; and
         (ii) The preservation, packaging, packing, marking, and the
              preparation for, and method of shipment of such supplies will
              conform with the requirements of this contract.

    2.   When return, correction, or replacement is required, transportation
         charges and responsibility for the supplies while in transit shall be
         borne by the Contractor. However, the Contractor's liability for the
         transportation charges shall not exceed an amount equal to the cost of
         transportation by the usual commercial method of shipment between the
         place of delivery specified in this contract and the Contractor's
         plant, and return.

    3.   For any supplies or parts thereof, corrected or furnished as a
         replacement to the original system, the replacement part shall be
         warranted for whatever time remained on the original system when the
         original part being replaced failed. If the replacement part is
         covered under a commercial warranty, and time remains on this
         commercial warranty after the warranty time assigned to the original
         system has expired, the replacement part will be warranted under that
         commercial warranty until that commercial warranty expires.


<PAGE>

                                                               Section H, Page 7

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


         The Contractor shall ensure the maintenance management system is
         capable of determining whether provided system parts are warranted
         under this contract or other commercial warranties or both and from
         which historical part failure and use data can be extracted in
         detailed and summary formats.

    4.   All implied warranties of merchantability and fitness for a particular
         purpose are excluded from any obligation contained in this contract.
         IN NO EVENT SHALL INVISION BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
         OR SPECIAL DAMAGES (INCLUDING ANY LOSS OF USE, BUSINESS, OR THE LIKE,
         EVEN IF INVISION HAS BEEN ADVISED OF THE POSSIBILITY OF THE. SAM]E),
         ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE
         OF INVISION'S PRODUCTS.

c.  Remedies available to the Government

    1.   The Contracting Officer shall give written notice to the Contractor of
         any breach of warranties within 30 days of discovery of the defect.

    2.   Within a reasonable time after the notice, the Contracting Officer may
         either -

         (i)       Require, by written notice, the prompt correction or
                   replacement of any supplies or parts thereof (including
                   preservation, packaging, packing, and marking) that do not
                   conform with the requirements of this contract; or

         (ii)      Retain such supplies and reduce the contract price by an
                   amount equitable under the circumstances.

         (iii)     Notwithstanding 2(ii) above, in all cases the Contractor
                   will first be provided the opportunity to correct or replace
                   the supplies that do not conform to the requirements of the
                   contract.

    3.   (i)       The Contracting Officer may, by contract or otherwise,
                   correct or replace the nonconforming supplies with similar
                   supplies from another source and charge to the Contractor
                   the cost occasioned to the Government thereby if the
                   Contractor---

                   A.   Fails to make redelivery of the corrected or replaced
                        supplies within the time established for their return;
                        or

                   B.   Fails either to accept return of the nonconforming
                        supplies or fails to make progress after their return
                        to correct or replace them so as to endanger
                        performance of the delivery schedule, and in either of
                        these circumstances does not cure such failure within a
                        period of 10 days (or


<PAGE>

                                                               Section H, Page 8

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


                        such longer period as the Contracting Officer may
                        authorize in writing) after receipt of notice from the
                        Contracting Officer specifying such failure.

         (ii)      Instead of correction or replacement by the Government, the
                   Contracting Officer may require an equitable adjustment of
                   the contract price. The C,O, may require such an equitable
                   adjustment only if the contractor fails to make redelivery
                   of the corrected or replaced supplies within the time
                   established for their return or within a reasonable time if
                   no time is established. In addition, if the Contractor fails
                   to furnish timely disposition instruction, the Contracting
                   Officer may dispose of the nonconforming supplies for the
                   Contractor's account in a reasonable manner. The Government
                   is entitled to reimbursement from the Contractor, or from
                   the proceeds of such disposal, for the reasonable expenses
                   of the care and disposition of the nonconforming supplies,
                   as well as for excess costs incurred or to be incurred.

    4.   The rights and remedies of the Government provided in this warranty
         agreement are in addition to and do not limit any rights afforded to
         the Government by any other non-warranty provision of this contract.

    5.   The Contractor shall be liable for the reasonable costs of disassembly
         and/or reassembly of larger items when it is necessary to remove the
         supplies to be inspected and/or returned for correction or
         replacement.

H.5 TASK ORDER PROCEDURES (APPLICABLE TO CLIN # 0017)

a.  GENERAL.  Services to be performed under the referenced Contract Line Item
    Numbers (CLINs) shall be ordered by the issuance of Task Orders.

b.  FORMAT.  The Contracting Officer will issue all Task Orders, in writing, to
    the Contractor using FAA Form 4400-18 (Order for Supplies or Services), or
    on Standard Form 30 (Amendment of Solicitation/Modification of Contract) in
    the case of a modification to an order. Each Task Order issued shall
    contain the following minimum information:

    1.   A Task Order number;
    2.   Appropriate FAA points-of-contact;
    3.   A period-of-performance;
    4.   A description of the work to be performed which is within the scope of
         the statement-of-work for this contract;
    5.   A list of deliverables and the required delivery schedule;
    6.   A description of any authorized travel including to and from points;
    7.   A maximum allowable travel amount;


<PAGE>

                                                               Section H, Page 9

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


    8.  A maximum allowable material and Other Direct Costs (ODC) amount;
    9.  A description of any Government-Furnished Information or Property to be
        provided with delivery locations and required delivery dates;
    9.  A Task Order maximum amount;
    10. Applicable appropriation and accounting data;and
    11. Applicable payment procedures

c.  PROCEDURES.  Each Task Order will be prepared by the COTR specified in
    Section G.I, unless a subsequent modification to this contract has
    designated another COTR for a specific Task Order, in which case, that COTR
    shall prepare the Task Order. In preparing Task Orders, COTRs shall
    coordinate with the Contractor to estimate resources (time, material,
    travel and GFP/GFI support) needed to accomplish the Task Order
    requirements. Upon final preparation, and at least 24 hours prior to
    issuance of the Task Order, the COTR who prepared the Task Order and
    Contractor's assigned Project Manager shall review, sign and date the
    completed Task Order and forward it to the Contracting Officer by facsimile
    transmission or other rapid communication method. Upon receipt, the
    Contracting Officer shall check the Task Order for acceptability, accuracy
    and completeness; include additional information if necessary; and forward
    the Task Order to the Contractor at least 24 hours prior to commencement of
    performance. Upon receipt, the Contractor shall review and acknowledge
    acceptance of the Task Order by signing and dating the order and
    expeditiously returning the signed Task Order to the Contracting Officer by
    facsimile transmission or other rapid communication method. If the
    Contractor determines that the Task Order, as written, is unacceptable, the
    Contractor shall immediately notify the Contracting Officer and detail the
    reasons for its position. Upon receipt of this notification, the
    contracting Officer will initiate action, as appropriate. Upon receipt of
    an acceptable signed Task Order from the Contractor, the Contracting
    Officer will countersign and date the Task Order.

H.6 DELIVERY ORDER PROCEDURES (APPLICABLE TO CLIN #S 0001-0016 )

a.  GENERAL.  Items to be delivered under the referenced Contract Line Item
Numbers (CLINs) shall be ordered via the issuance of Delivery Orders.

b.  FORMAT.  The Contracting Officer will issue Delivery Orders, in writing, to
the Contractor, using FAA Form 4400-18 (Order for Supplies or Services), or on
Standard Form 30 (Amendment of Solicitation/Modification of Contract) in the
case of a modification to an order. Each Delivery order issued shall contain the
following minimum information

    1.   A Delivery Order number;
    2.   Appropriate FAA points-of-contact;
    3.   A period-of-performance;
    4.   A list of deliverables and the delivery schedule;
    5.   A description of authorized travel including to and from points
    6.   A maximum allowable travel amount;


<PAGE>

                                                              Section H, Page 10

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


    7.   A description of any Government-Furnished Information or Property to
         be provided with delivery locations and required delivery dates;
    8.   A delivery order maximum amount;
    9.   Applicable appropriation and accounting data; and
    10.  Applicable payment procedures.

c.  PROCEDURES.  Each Delivery Order shall be prepared by the COTR and
forwarded to the Contracting Officer for review and signature. Upon receipt, the
Contracting Officer shall check the Delivery Order for acceptability, accuracy
and completeness and shall forward the Order to the Contractor. Upon receipt,
the Contractor shall review and acknowledge acceptance of the Delivery Order by
signing and dating the order and expeditiously returning the signed Delivery
Order to the Contracting Officer by facsimile transmission or other rapid
communication method. If the Contractor determines that the Delivery Order, as
written, is unacceptable, the Contractor shall immediately notify the
Contracting Officer and detail the reasons for its position. Upon receipt of
this notification, the Contracting Officer will initiate action, as appropriate.
Upon receipt of an acceptable, signed Delivery Order from the Contractor, the
Contracting Officer will countersign and date the Order.

d.  MINIMUM LEAD TIME - ORDER TO DELIVERY.  Via issuance of delivery orders,
the Government shall afford the Contractor a minimum lead time from date of
Contracting Officer signature to required date of item delivery, as follows:

CLIN      LEAD TIME

0001      Except for units to be ordered at date of contract and to be delivered
          in 1997, a minimum of 6 months from date of order to date of delivery.

0002      Except for units to be ordered at date of contract and to be delivered
          in 1997, a minimum of 60 days from date of order to date of delivery.

0003-0008 Except for units to be ordered at date of contract and to be delivered
          in January through March 1997, a minimum of 90 days from date of order
          to date of delivery.

0009-0012 Not applicable. Item to be ordered with CLIN 0001.

0013-0016 Except for units to be ordered at date of contract and to be delivered
          in January through March 1997, a minimum of 60 days from date of order
          to date of delivery.

H.7 DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute for
public consumption any information, oral or written, concerning the results or
conclusions made pursuant to the performance of this contract, without the prior
written consent of the Contracting Officer. This statement includes


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                                                              Section H, Page 11

                                PART I - THE SCHEDULE
                      SECTION H - SPECIAL CONTRACT REQUIREMENTS


seminars, professional society meeting/conferences and meetings with foreign
dignitaries both government and from the private sector. Two copies of any
material proposed to be published or distributed shall be submitted to the
Contracting Officer. The following schedule is established as a guideline when
requesting consent (calendar days):

-   Written information - 15 days
-   Oral information - 15 days
-   Congressional information - 10 days

Any Contractor proposals for perspective work, exclusive of this contract, for
which the Contractor may employ information generated in the performance of this
contract, the Contractor is required only to notify the Contracting Officer of
its intent to submit a proposal. Such notification shall include a brief
description of the requirement for which the Contractor is proposing and
indicate the Government or business entity to which the proposal is being
submitted.

H.8 SECURITY CLEARANCES

The Government reserves the right to require security clearances for FAA
locations, as deemed necessary. Should the clearance be required, the Contractor
shall follow FAA order 1600.54B, entitled FAA Automated Information Systems
Security Handbook.

H.9 INCORPORATION OF REPRESENTATIONS AND CERTIFICATIONS BY REFERENCE

All representations, certifications and other written statements made by the
Contractor in response to Section K of the SIR, incident to award of this
contract or modification of this contract, are hereby incorporated by reference
into this contract with the same force and effect as if they were given in full
text herein.

H.10     FINAL PAYMENT TERMS

1.  Ninety five percent (95%) of the total price for all supplies delivered
    hereunder (CLINs 0001-0012) is payable upon final acceptance at the
    Contractor's plant or facility.

2.  The outstanding five percent (5%) of the total price for all supplies
    delivered hereunder (CLINs 0001-0012) is payable upon final acceptance of
    the installation at the installation site.

3.  All other supplies or services delivered hereunder shall be billed and paid
    for as specified under individual Delivery or Task Orders.

<PAGE>



                                PART I - THE SCHEDULE

                             SECTION I - CONTRACT CLAUSES



<PAGE>

                                                               Section I, Page i
                                PART I - THE SCHEDULE
                             SECTION I - CONTRACT CLAUSES


                                  TABLE OF CONTENTS

I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE..................  1

I.2 3.2.4-20 INDEFINITE QUANTITY............................................  4

I.3 3.2.4-23 CONTRACT PRICE DEFINITIZATION (APPLICABLE TO CLIN 0017)........  4

I.4 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)...........................  5


<PAGE>

                                                               Section I, Page 1
                                PART I - THE SCHEDULE
                             SECTION I - CONTRACT CLAUSES


I.1 3.1-1 CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE

             CLAUSES AND PROVISIONS INCORPORATED BY REFERENCE (JUNE 1996)

This screening information request (SIR) or contract, as applicable,
incorporates by reference one or more provisions or clauses with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make the full text available, or offerors and Contractors may
obtain the full text via Internet from the Federal Aviation Administration (FAA)
home page (http://www.faa.gov).
(End of clause)

3.1.7-2       Organizational Conflicts of Interest              April 1996

3.2.2.3-29    Integrity of Unit Prices                          April 1996

3.2.2.3-33    Order of Precedence                               April 1996

3.2.2.7-6     Protecting the Government's Interest when         April 1996
              Subcontracting w/Contractors Debarred,
              Suspended, or Proposed for Debarment

3.2.2.8-1     New Material                                      October 3, 1996

3.2.5-6       Restrictions on Subcontractor Sales to the FAA    April 1996
              Alternate I                                       April 1996

3.2.5-8       Whistleblower Protection for Contractor Employees April 1996

3.3.1-1       Payments                                          April 1996

3.3.1-5       Payments under Time-and-Materials and Labor-Hour  October 3, 1996
              Contracts
              Alternate I                                       October 3, 1996

3.3.1-6       Discounts from Prompt Payment                     April 1996

3.3.1-7       Limitation on Withholding of Payments             April 1996

3.3.1-8       Extras                                            April 1996

3.3.1-9       Interest                                          April 1996

3.3.1-15      Assignment of Claims                              April 1996

3.3.1-17      Prompt Payment                                    October 3, 1996

3.3.1-25      Mandatory Information for Electronic Funds        October 3, 1996
              Transfer Payment

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                                                               Section I, Page 2
                                PART I - THE SCHEDULE
                             SECTION I - CONTRACT CLAUSES

3.3.2-1       FAA Cost Principles                               October 3, 1996

3.4.1-10      Insurance-Work on a Government Installation       July 1996

3.4.1-11      Insurance--Liability to Third Persons             October 3, 1996

3.4.1-12      Insurance                                         July 1996

3.4.2-6       Taxes--Contracts Performed in U.S. Possessions    October 3, 1996
              or Puerto Rico

3.4.2-7       Federal, State and Local Taxes--Fixed-Price,      April 1996
              Noncompetitive Contract

3.5-1         Authorization and Consent                         April 1996

3.5-2         Notice and Assistance Regarding Patent and        April 1996
              Copyright Infringement

3.5-3         Patent Indemnity                                  April 1996

3.5-13        Rights in Data--General                           October 3, 1996

3.5-18        Commercial Computer Software--Restricted Rights   October 3, 1996

3.6.1-3       Utilization of Small, Small Disadvantaged and     April 1996
              Women-Owned Small Business Concerns

3.6.1-4       Small, Small Disadvantaged and Women-Owned        April 1996
              Small Business Subcontracting Plan

3.6.2-2       Convict Labor                                     April 1996

3.6.2-4       Walsh-Healey Public Contracts Act                 April 1996

3.6.2-9       Equal Opportunity                                 April 1996

3.6.2-10      Equal Opportunity Preaward Clearance of           April 1996
              Subcontracts

3.6.2-12      Affirmative Action for Special Disabled and       July 1996
              Vietnam Era Veterans

3.6.2-13      Affirmative Action for Handicapped Workers        April 1996

3.6.2-14      Employment Reports on Special Disabled Veterans   April 1996
              and Veterans of Vietnam Era

3.6.3-2       Clean Air and Clean Water                         April 1996

3.6.4-2       Buy American Act--Supplies                        July 1996

<PAGE>
                                                               Section 1, Page 3
                                PART I - THE SCHEDULE
                             SECTION I - CONTRACT CLAUSES

3.6.4-10      Restrictions on Certain Foreign Purchases         April 1996

3.8.2-11      Continuity of Services                            April 1996

3.8.4-5       Government Supply Sources                         April 1996

3.9.1-1       Contract Disputes                                 April 1996

3.9.1-2       Protest After Award                               April 1996

3.9.1-3       Protest                                           August 8, 1996

3.10.1-7      Bankruptcy                                        April 1996

3.10.1-9      Stop Work Order                                   October 3, 1996

3.10.1-12     Changes--Fixed-Price                              April 1996
              Alternate II                                      April 1996

3.10.1-14     Changes--Time and Materials or Labor Hours        April 1996

3.10.1-17     Change Order Accounting                           April 1996

3.10.1-18     Notification of Changes