EXHIBIT 10.6

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                      PLEDGE AND GENERAL SECURITY AGREEMENT




                          Dated as of December 16, 2004



                                 By and Between



                           ALHPA INNOTECH CORPORATION,
                                    as Debtor


                                       And



                                  XTRANA, INC.,
                                as Secured Party




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                      PLEDGE AND GENERAL SECURITY AGREEMENT

         THIS PLEDGE AND GENERAL SECURITY  AGREEMENT (this "AGREEMENT") dated as
of December 16, 2004, entered into by and between, Alpha Innotech Corporation, a
California corporation,  as debtor (the "DEBTOR"),  and Xtrana, Inc., a Delaware
corporation,  as secured party (the "SECURED  PARTY"),  sets forth the agreement
pursuant to which the Debtor  pledges and assigns its  interest in, and grants a
security interest and general Lien in and upon, the Collateral  described herein
as security for the  obligations  incurred by Debtor under that certain  Secured
Promissory  Note of even  date  herewith  in the  original  principal  amount of
$500,000 (the "SECURED NOTE").

         WHEREAS,  it is a  condition  to the  Secured  Party  making a loan and
advance of funds  pursuant  to the  Secured  Note that the Debtor  execute  this
Agreement in favor of the Secured Party.

         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
contained herein and for other good, valuable,  and binding  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound hereby, agree as follows:

         1.       DEFINITIONS.

                  (a)      Capitalized  terms  used  herein  and  not  otherwise
defined  herein shall have the  meanings  provided in the Secured  Note.  To the
extent that any terms or concepts  defined or used herein are defined or used in
the UCC (as defined  below),  such terms or concepts  shall be  interpreted  for
purposes  hereof in a manner that is consistent  with such  definition or use in
the UCC.

                  (b)      The following terms shall have the meanings set forth
below:

         "ACCOUNT" has the meaning given such term in Section  9102(a)(2) of the
UCC.

         "ACCOUNT DEBTOR" has the meaning given such term in Section  9102(a)(3)
of the UCC.

         "CERTIFICATE  OF TITLE"  has the  meaning  given  such term in  Section
9102(a)(10) of the UCC.

         "CERTIFICATED  SECURITY"  has the  meaning  given  such term in Section
8102(a)(4) of the UCC.

         "CHATTEL PAPER" has the meaning given such term in Section  9102(a)(11)
of the UCC.

         "COLLATERAL" shall mean all right, title, and interest of the Debtor in
and to all of the  following  property  of the  Debtor,  whether  now  owned  or
hereafter acquired and whether now existing or hereafter coming into existence:

                  (i)      Accounts;


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                  (ii)     Chattel Paper and rights to receive  monies  included
         thereby;

                  (iii)    Commercial Tort Claims;

                  (iv)     Deposit Accounts;

                  (v)      Documents;

                  (vi)     Equity Collateral;

                  (vii)    General Intangibles;

                  (viii)   Goods, including Inventory and Equipment;

                  (ix)     Instruments  and  rights to receive  monies  included
         thereby;

                  (x)      Intellectual Property;

                  (xi)     Investment Property, including Commodity Accounts and
         Commodity Contracts;

                  (xii)    Letter-of-Credit Rights;

                  (xiii)   Notes;

                  (xiv)    other tangible and intangible  personal  property and
         Fixtures of the Debtor;

                  (xv)     to the extent  related to any  property  described in
         the clauses (i) through (xiv), all books,  correspondence,  loan files,
         records,  invoices, and other papers,  including without limitation all
         tapes,  cards,  computer  runs,  and other papers and  documents in the
         possession  or under the control of the Debtor or any computer  service
         company from time to time acting for the Debtor; and

                  (xvi)    cash  and  non-cash  Proceeds  of any  and all of the
         foregoing.

         "COMMERCIAL  TORT  CLAIM"  has the  meaning  given such term in Section
9102(a)(13) of the UCC.

         "COMMODITY  ACCOUNT"  has  the  meaning  given  such  term  in  Section
9102(a)(14) of the UCC.

         "COMMODITY  CONTRACT"  has the  meaning  given  such  term  in  Section
9102(a)(15) of the UCC.

         "COPYRIGHT COLLATERAL" shall mean all Copyrights,  whether now owned or
hereafter acquired by the Debtor.

         "COPYRIGHTS" shall mean all copyrights,  copyright  registrations,  and
applications for copyright  registrations,  including,  without limitation,  all
renewals and extensions thereof, the


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right to recover for all past, present,  and future  infringements  thereof, and
all other  rights  of any kind  whatsoever  accruing  thereunder  or  pertaining
thereto.

         "DEPOSIT   ACCOUNT"  has  the  meaning   given  such  term  in  Section
9102(a)(29) of the UCC.

         "DOCUMENTS"  has the meaning given such term in Section  9102(a)(30) of
the UCC.

         "EQUIPMENT"  has the meaning given such term in Section  9102(a)(33) of
the UCC.

         "EQUITY  COLLATERAL"  shall  mean  Pledged  Equity and  Pledged  Equity
Proceeds.

         "EVENT OF DEFAULT"  shall have the meaning  specified  in SECTION 15 of
this Agreement.

         "FIXTURES"  has the meaning given such term in Section  9102(a)(41)  of
the UCC.

         "GENERAL  INTANGIBLES"  has the  meaning  given  such  term in  Section
9102(a)(42) of the UCC.

         "GOODS" has the meaning given such term in Section  9102(a)(44)  of the
UCC, and shall include Motor Vehicles.

         "INSTRUMENTS" has the meaning given such term in Section 9102(a)(47) of
the UCC.

         "INTELLECTUAL  PROPERTY"  shall  mean,   collectively,   all  Copyright
Collateral, all Patent Collateral,  and all Trademark Collateral,  together with
(a) all inventions,  processes,  production  methods,  proprietary  information,
know-how,  and  trade  secrets;  (b) all  licenses  or user or other  agreements
granted to the Debtor with respect to any of the foregoing, in each case whether
now  or  hereafter  owned  or  used;  (c)  all   information,   customer  lists,
identification of suppliers, data, plans, blueprints,  specifications,  designs,
drawings,  recorded  knowledge,  surveys,  engineering  reports,  test  reports,
manuals,  materials  standards,  processing  standards,  performance  standards,
catalogs,  computer  and  automatic  machinery  software  and  programs,  splash
screens, films, masters, and artwork; (d) all field repair data, sales data, and
other  information  relating  to sales or service of products  now or  hereafter
manufactured;  (e) all accounting information and all media in which or on which
any  information  or  knowledge or data or records may be recorded or stored and
all computer  programs used for the compilation or printout of such information,
knowledge, records, or data; and (f) all licenses, consents, permits, variances,
certifications,  and approvals of governmental agencies now or hereafter held by
the Debtor.

         "INVENTORY"  has the meaning given such term in Section  9102(a)(48) of
the UCC.

         "INVESTMENT PROPERTY" has the meaning given such term in 9102(a)(49) of
the UCC.

         "LETTER-OF-CREDIT  RIGHT"  has the  meaning  given such term in Section
9102(a)(51) of the UCC.

         "LIEN"  shall  mean  a  pledge,  assignment,  lien,  charge,  mortgage,
encumbrance,  or other security  interest obtained under this Agreement or under
any other agreement or instrument with


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respect to any present or future assets, property,  contract rights, or revenues
in order to secure the payment of  indebtedness  of the party referred to in the
context in which the term is used.

         "MOTOR  VEHICLES" shall mean motor vehicles,  tractors,  trailers,  and
other  like  property,  whether  or not  the  title  thereto  is  governed  by a
certificate of title or ownership.

         "NOTES"  shall  mean all  Promissory  Notes or other  debt  instruments
(including,  without limitation,  bonds and debentures of any nature whatsoever)
from time to time issued to, or held by, the Debtor.

         "OBLIGATIONS"  shall mean (i) (x) the  principal of and any interest on
the  Secured  Note and (y) all other  obligations  and  liabilities  (including,
without  limitation,  indemnities,  Fees and  interest  thereon)  of the Debtor,
whether  now  existing  or  hereafter  incurred,  under,  arising  out of, or in
connection  with,  the Secured Note or  otherwise  and the due  performance  and
compliance  by the Debtor  with all of the  terms,  conditions,  and  agreements
contained  in the Secured  Note;  (ii) any and all sums  advanced by the Secured
Party in order to preserve  the  Collateral  or preserve  its Lien and  security
interest  in the  Collateral;  (iii)  in the  event  of any  proceeding  for the
collection or  enforcement  of any  indebtedness,  obligations,  or  liabilities
referred  to in clauses  (i) and (ii)  above,  the  reasonable  expenses  of any
exercise by the Secured Party of its rights hereunder,  together with reasonable
attorneys' fees and court costs;  and (iv) to the extent not otherwise  included
in clauses (i), (ii),  and (iii) above,  the Debtor's  obligations  set forth in
SECTION 22.

         "PATENT  COLLATERAL"  shall  mean all  Patents,  whether  now  owned or
hereafter acquired by the Debtor.

         "PATENTS"  shall mean all patents and patent  applications,  including,
without  limitation,  the  inventions  and  improvements  described  and claimed
therein  together  with  the  reissues,  divisions,   continuations,   renewals,
extensions, and continuations-in-part  thereof, all income, royalties,  damages,
and payments now or hereafter due and/or payable under and with respect thereto,
including,  without  limitation,   damages  and  payments  for  past  or  future
infringements   thereof,  the  right  to  sue  for  past,  present,  and  future
infringements  thereof,  and all rights  corresponding  thereto  throughout  the
world.

         "PERMITTED  LIENS"  shall  mean (i) those  Liens set forth on EXHIBIT A
attached  hereto,  (ii) Liens for taxes,  fees,  assessments or other government
charges or levies which are not  delinquent or are being  contested by Debtor in
good faith and for which Debtor maintains  adequate reserves on its books, (iii)
Liens  consisting  of  deposits  made in the  ordinary  course  of  business  in
connection   with,  or  to  secure  payment  of,   obligations   under  worker's
compensation,  unemployment  insurance,  social security and other similar laws,
and (iv)  Liens  securing  the  claims or  demands  of  materialmen,  mechanics,
carriers,  warehousemen,  landlords and other like Persons, PROVIDED that if any
such Lien arises  from the  nonpayment  of such claims or demand when due,  such
claims or demands do not exceed $50,000 in the aggregate.

         "PLEDGED  EQUITY" shall mean (i) the shares of stock of, or partnership
and other ownership interest in, any entity, and (ii) all ownership interests of
any class or  character  of a successor  entity  formed by or  resulting  from a
consolidation or merger in which any such issuer


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is not the surviving entity; in each case, whether now or hereafter owned by the
Debtor, together with any certificates evidencing of the foregoing.

         "PLEDGED EQUITY PROCEEDS" shall mean all shares, securities, moneys, or
property representing a dividend on any of the Pledged Equity, or representing a
distribution or return of capital upon or in respect of the Pledged  Equity,  or
resulting from a split-up, revision,  reclassification,  or other like change of
the  Pledged  Equity  or  otherwise  received  in  exchange  therefor,  and  any
subscription warrants, rights, or options issued to the holders of, or otherwise
in respect of, the Pledged Equity.

         "PROCEEDS"  has the meaning given such term in Section  9102(a)(64)  of
the UCC.

         "PROMISSORY   NOTES"  has  the  meaning  given  such  term  in  Section
9102(a)(65) of the UCC.

         "SECURITIES" has the meaning given such term in Section  8102(a)(15) of
the UCC.

         "SECURITIES ACCOUNT" has the meaning given such term in Section 8501(a)
of the UCC.

         "TRADEMARK COLLATERAL" shall mean all Trademarks,  whether now owned or
hereafter acquired by the Debtor.  Notwithstanding the foregoing,  the Trademark
Collateral  does not and shall not include any Trademark  that would be rendered
invalid,  abandoned,  void, or  unenforceable by reason of its being included as
part of the Trademark Collateral.

         "TRADEMARKS" shall mean all trade names,  trademarks and service marks,
logos, domain names, trademark and service mark registrations,  and applications
for trademark and service mark registrations, including, without limitation, all
renewals of trademark and service mark registrations,  all rights  corresponding
thereto  throughout the world, the right to recover for all past,  present,  and
future  infringements  thereof, all other rights of any kind whatsoever accruing
thereunder or pertaining thereto, together, in each case, with the product lines
and goodwill of the business  connected with the use of, and symbolized by, each
such trade name, trademark, and service mark.

         "UCC" shall mean the Uniform  Commercial Code as in effect in the State
of California from time to time.

         "UNCERTIFICATED  SECURITY"  has the meaning  given such term in Section
8102(a)(18) of the UCC.

         2.       GRANT OF LIENS.  As security for the due and punctual  payment
and performance in full of all Obligations  (whether at the stated maturity,  by
acceleration, or otherwise and whether now owing or incurred in the future), the
Debtor  hereby  pledges,  assigns,  and grants to the Secured Party a continuing
security  interest in and a general Lien upon all of the Debtor's right,  title,
and  interest  in  and  to  the  Collateral   and  all  additions   thereto  and
substitutions  therefor,  whether  heretofore,  now or hereafter  received by or
delivered or transferred to the Secured Party hereunder.


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         3.       CONTINUING SECURITY INTEREST.

                  (a)      This Agreement creates a continuing security interest
in, and general Lien upon,  the  Collateral,  and shall (a) remain in full force
and effect until all Obligations have been paid in full and the Secured Note has
been  terminated,  (b) be binding upon the Debtor and its successors,  permitted
transferees,  and permitted assigns, and (c) inure, together with the rights and
remedies of the Secured Party hereunder, to the benefit of the Secured Party and
its successors, transferees, and assigns.

                  (b)      Upon  the   indefeasible   payment  in  full  of  all
Obligations  and the  termination of the Secured Note, the  assignment,  pledge,
charge,  Lien, and security interest granted hereunder shall terminate and, upon
delivery  and  transfer  of the  Collateral  to the  Debtor,  all  rights to the
Collateral shall revert to the Debtor. Upon such termination,  the Secured Party
will at the sole  expense of the Debtor  execute  and deliver to the Debtor such
documents as the Debtor shall reasonably  request to evidence such  termination,
including  the  preparation  and  filing  of a UCC-3  termination  statement  or
execution  of an  authentication  authorizing  the Debtor to prepare  and file a
UCC-3  termination  statement,  and the Secured Party shall deliver and transfer
such Collateral to the Debtor.

         4.       DEBTOR  REMAINS  LIABLE.   Anything  herein  to  the  contrary
notwithstanding,  (i) the Debtor shall remain liable under any agreements  which
have been (in whole or in part) pledged or assigned herein to perform all of its
duties and  obligations  thereunder to the same extent as if this  Agreement had
not been  executed;  (ii) the exercise by the Secured Party of any of the rights
hereunder  shall not  release the Debtor  from any of its  respective  duties or
obligations  under any such  agreements;  and (iii) the Secured  Party shall not
have any  obligation  or liability  under any such  agreements by reason of this
Agreement,  nor shall the  Secured  Party be  obligated  to  perform  any of the
obligations or duties of the Debtor  thereunder or to take any action to collect
or enforce any claim for payment assigned hereunder.

         5.       DELIVERY AND  PERFECTION.  The Debtor  hereby  authorizes  the
Secured  Party to file one or more  financing or  continuation  statements,  and
amendments thereto, relating to all or any part of the Collateral, and agrees to
take all such other  actions  and to execute and deliver and file or cause to be
filed such other  instruments or documents,  as the Secured Party may reasonably
require in order to establish and maintain a perfected,  valid,  and  continuing
security  interest and Lien in the Collateral in accordance  with this Agreement
and the UCC and other applicable law.

                  (a)      The  Debtor  shall,  at the  written  request  of the
Secured Party:

                           (i)      promptly  deliver  any  and  all  Documents,
                           Instruments,  and Chattel Paper  (including,  without
                           limitation,  any Certificates of Title) evidencing or
                           relating to the  Collateral  to the Secured  Party at
                           the  time  and  place  and  manner  specified  in the
                           Secured Party's request;

                           (ii)     promptly execute (if applicable) and deliver
                           to the  Secured  Party  (or  file or  record  in such
                           offices as the Secured  Party may deem  necessary  or
                           appropriate)  any and all financing and  continuation
                           statements,  other agreements,  instruments, or other
                           documents or amendments thereto, and


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                           perform  any  acts  which  may  be  necessary  (A) to
                           create,  perfect,  preserve, or otherwise protect the
                           security  interest and Liens granted herein or (B) to
                           enable the Secured  Party to exercise and enforce its
                           rights hereunder;

                           (iii)    with  respect to any  Certificated  Security
                           not otherwise credited to a Securities  Account,  the
                           Debtor shall effect  transfer  thereof to the Secured
                           Party (A) by physical  delivery of such  Certificated
                           Security to the Secured Party endorsed to the Secured
                           Party or its  nominee  or in blank or (B) in the case
                           of a  Certificated  Security in  registered  form, by
                           physical  delivery of such  Certificated  Security to
                           the Secured Party  specially  endorsed to the Secured
                           Party or its nominee and thereafter  reregistered  in
                           the name of the Secured Party or its nominee;

                           (iv)     with respect to any Uncertificated  Security
                           not otherwise credited to a Securities  Account,  the
                           Debtor  shall  (A)  effect  transfer  thereof  to the
                           Secured  Party by  registration  thereof on the books
                           and  records of the issuer in the name of the Secured
                           Party or its nominee or (B) obtain the  agreement  of
                           the issuer of such Uncertificated  Securities that it
                           will  comply  with  instructions  originated  by  the
                           Secured   Party  without   further   consent  by  the
                           registered owner, through a written agreement in form
                           and substance satisfactory to the Secured Party; and

                           (v)      mark all Certificates of Title in the manner
                           specified in a written notice of the Secured Party to
                           the Debtor  requesting such marking,  to evidence the
                           fact that such  Certificates  of Title are subject to
                           the security  interest and Lien of the Secured  Party
                           granted herein.

                  (b)      Upon the written  request of the Secured  Party,  the
Debtor  agrees  immediately  to  deliver  to the  Secured  Party,  appropriately
endorsed to the order of the Secured Party, any Notes, trade acceptance, Chattel
Paper,  or other  Instrument  in which a security  interest must be perfected by
delivery or  transfer  of such  Collateral  to a secured  party,  which shall be
acquired by the Debtor from time to time.

                  (c)      Notwithstanding  Section 9207 of the UCC, the Secured
Party may hold as additional  security any Proceeds,  including money and funds,
received  from  the  Collateral,   all  of  which  shall  constitute  Collateral
hereunder,  and the  Secured  Party shall not be required to apply such money or
funds to reduce the Obligations other than as expressly set forth herein.

                  (d)      In  the  event  of an  actual  conflict  between  the
provisions of the Section 5 and this  Agreement and the terms of the  provisions
of that certain Loan and Security  Agreement  dated March 9, 2004 between Debtor
and BFI Business Finance (the "BFI LOAN AGREEMENT"), the rights of Secured Party
and obligations of Debtor under this Section 5 and this Agreement, to the extent
such a conflict  results,  shall be subject  only to the senior  obligations  of
Debtor under the BFI Loan Agreement.

         6.       RELATION   TO  OTHER   SECURITY   DOCUMENTS.   To  the  extent
applicable,  the provisions of this  Agreement  supplement the provisions of any
real estate mortgage or deed of trust granted by


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the Debtor to the Secured Party and securing the payment or  performance  of any
of the Obligations.  Nothing  contained in any such real estate mortgage or deed
of trust shall  derogate from any of the rights or remedies of the Secured Party
hereunder.

         7.       PROCEEDS OF SALE.  Nothing  contained in this Agreement  shall
limit or restrict in any way the Secured  Party's  right to receive  Proceeds of
the Collateral in any form in accordance  with the provisions of this Agreement.
All Proceeds that are received by the Debtor  contrary to the provisions of this
Agreement shall be received in trust for the benefit of the Secured Party, shall
be segregated  from other property or funds of the Debtor and shall be forthwith
paid over to the  Secured  Party as  Collateral  in the same form as so received
(with any necessary endorsement, document or instrument of transfer).

         8.       RECORDS AND  INFORMATION.  The Debtor  agrees to keep,  at its
office set forth in SECTION 12(D),  its records  concerning the Collateral.  The
Debtor  agrees  to  promptly  furnish  to the  Secured  Party  such  information
concerning itself,  the Collateral,  and any Account Debtor as the Secured Party
may reasonably request.

         9.       INSPECTION.  The Debtor agrees upon reasonable notice provided
by the Secured  Party,  to permit the Secured  Party,  through its  officers and
agents,  to examine  and  inspect  the  Collateral  and all  records  pertaining
thereto,  and to make  extracts  from  such  records  as the  Secured  Party may
reasonably require.

         10.      USE OF  COLLATERAL.  Except upon the occurrence and during the
continuance  of any Event of Default,  the Debtor may in the ordinary  course of
its business use,  consume,  exhibit,  demonstrate,  sell,  lease,  or otherwise
dispose of its  Inventory,  grant  non-exclusive  licenses  to its  Intellectual
Property pursuant to standard end-user license  agreements,  and, with the prior
written  consent  of the  Secured  Party,  its  Equipment,  in  carrying  on its
businesses substantially in the same manner as now conducted; PROVIDED, HOWEVER,
that a sale in the ordinary course of business shall not include any transfer or
sale in satisfaction,  partial or complete,  of a debt owed by the Debtor or any
transfer or sale to any shareholder or affiliate of the Debtor for consideration
less than the  consideration  which  would  have  been paid to the  Debtor by an
unaffiliated  third party in an arms' length  transaction;  and PROVIDED FURTHER
that any such disposition  shall not be unlawful or inconsistent  with the terms
of this Agreement or of any policy of insurance covering such Collateral.

         11.      NO DISPOSITION.  The Debtor  covenants and agrees that it will
not sell,  assign,  transfer,  exchange,  or otherwise  dispose of, or grant any
option with respect to, any of the  Collateral,  except for the Permitted  Liens
and as provided for in SECTION 10 hereof,  nor will it create,  incur, or permit
to exist any Lien on or with  respect  to any of the  Collateral,  any  interest
therein,  or any Proceeds thereof,  except for the Permitted Liens, the security
interests and Liens granted or created in connection  with this  Agreement,  the
Secured  Note or any other  obligation  of the  Debtor  in favor of the  Secured
Party.

         12.      REPRESENTATIONS  AND  WARRANTIES.  The Debtor  represents  and
warrants to the Secured Party throughout the term of this Agreement that:


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                  (a)      The  Debtor  is  and  will  be  the  sole  legal  and
beneficial  owner of all of the Collateral now owned or hereafter  acquired free
and clear of any Lien, security interest, assignment, option, or other charge or
encumbrance,  except for the Permitted Liens,  the Liens and security  interests
granted or created in connection  with this  Agreement,  the Secured Note or any
other obligation of the Debtor in favor of the Secured Party;

                  (b)      This  Agreement has been duly and validly  authorized
by the Debtor and  executed  and  delivered  by the Debtor and  constitutes  the
legal,  valid,  and binding  obligation of the Debtor,  enforceable  against the
Debtor  in  accordance  with  its  terms  (subject  to  applicable   bankruptcy,
reorganization,  insolvency,  moratorium,  or similar laws affecting  creditors'
rights generally and subject, as to enforceability,  to equitable  principles of
general application (regardless of whether enforcement is sought in a proceeding
in equity or at law)) and, subject to the performance of the relevant procedures
as  specified  in SECTION 5 herein with  respect to such  Collateral,  creates a
valid, binding,  enforceable, and second priority perfected security interest in
and general  second Lien upon all of the  Collateral  (subject only to the first
priority  Lien  granted  in favor of BFI  Business  Finance  under  the BFI Loan
Agreement),  and the Debtor is duly  authorized to make all filings and take all
other actions  necessary or desirable to perfect and to continue  perfected such
security interest;

                  (c)      As of the date  hereof and on the date of delivery or
transfer to the Secured Party of any Collateral under this Agreement, the Debtor
has good and marketable title to the Collateral;

                  (d)      The office  where the Debtor  maintains  all  records
relating to the Collateral is located at:

                     Alpha Innotech Corporation
                     2401 Merced St.
                     San Leandro, CA 94577

                  (e)      The  Debtor  is  a  corporation  duly  organized  and
validly existing under the laws of the State of California;

                  (f)      The Debtor's exact legal name as that name appears on
the  Debtor's  Certificate  of  Incorporation  and  the  Debtor's   organization
identification number issued by its State of incorporation is as follows:

               LEGAL NAME                             IDENTIFICATION NUMBER

               Alpha Innotech Corporation                  C1808742

                  (g)      All Pledged Equity in which the Debtor  currently has
or shall  hereafter  acquire an  interest  is and will be, as  applicable,  duly
authorized, validly existing, fully paid, and non-assessable (in the case of any
equity  interest in a corporation)  and duly issued and outstanding (in the case
of any equity interest in any other entity),  and none of such Pledged Equity is
or will be subject to any contractual restriction,  or any restriction under the
charter, by-


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laws, partnership agreement,  or other organizational document of the respective
issuer, upon the transfer of such Pledged Equity.

                  (h)      Except pursuant to licenses and other user agreements
entered into by the Debtor in the ordinary  course of business,  the Debtor owns
and  possesses the right to use, and has done nothing to authorize or enable any
other Person to use,  any  Copyright,  Patent or Trademark  owned or used by the
Debtor on the date hereof, and all registrations  therefor are valid and in full
force and  effect;  and the Debtor owns or  possesses  the right to use all such
Copyrights, Patents and Trademarks.

                  (i)      To the Debtor's knowledge,  (i) there is no violation
by others of any right of the Debtor with  respect to any  Copyright,  Patent or
Trademark  of Debtor and (ii) the Debtor is not  infringing  in any respect upon
any Copyright,  Patent or Trademark of any other Person; and no proceedings have
been instituted or are pending against the Debtor or, to the Debtor's knowledge,
threatened,  and no claim  against  the Debtor has been  received by the Debtor,
alleging any such violation.

         13.      COVENANTS.

                  (a)      The Debtor shall:

                           (i)      Maintain,  or  cause to be  maintained,  all
                           items of the Collateral in good condition and repair,
                           ordinary  wear  and  tear  excepted  in the  case  of
                           Equipment, and pay, or cause to be paid, the costs of
                           repairs to or maintenance of that Collateral which is
                           of a type that could be repaired or maintained;

                           (ii)     Not use any  Collateral  in violation of law
                           or any applicable policy of insurance;

                           (iii)    Pay or cause to be paid when due all  taxes,
                           assessments,   and  other  charges  relating  to  the
                           Collateral  or  this   Agreement  and  reimburse  the
                           Secured  Party for all costs of and fees  incurred in
                           connection  with  any  filing  of the  documents  and
                           instruments referred to in SECTION 5;

                           (iv)     Not change  its:  (a) name or the name under
                           which it does business;  (b) chief executive  office;
                           (c)  type  of   organization;   (d)  jurisdiction  of
                           organization; or (e) other legal structure without at
                           least thirty (30) days' prior  written  notice to the
                           Secured  Party.  Prior  to  effectuating  any  change
                           described in the preceding sentence, the Debtor shall
                           take or cause to be taken all  actions  deemed by the
                           Secured Party to be necessary or desirable to prevent
                           any financing or continuation statement from becoming
                           seriously misleading or rendered ineffective,  or the
                           security   interests  granted  herein  from  becoming
                           unperfected   or  the   relative   priority   thereof
                           otherwise  impaired,  as a result of such  removal or
                           change;

                           (v)      Perform and observe all the  material  terms
                           and provisions of any agreement for the sale or lease
                           of goods, or any agreement for the


                                       10
<PAGE>


                           rendering of  services,  giving rise to an Account to
                           be  performed  or observed by it,  maintain  any such
                           agreement in full force and effect,  enforce any such
                           agreement in accordance with its terms,  and take all
                           such  action  to such end as may be from time to time
                           reasonably requested by the Secured Party.

                  (b)      The  Debtor  shall  not,  without  the prior  written
consent of the Secured Party:

                           (i)      Permit anything to be done that might impair
                           the value of the  Collateral or adversely  affect the
                           security  or Liens  intended  to be  afforded by this
                           Agreement  in favor of the Secured  Party,  except as
                           permitted in Section 10 and 11;

                           (ii)     Modify,   amend,   or  waive  any  terms  or
                           conditions  of  the   Collateral  or  any  rights  or
                           interests therein; or

                           (iii)    Waive  any  default  under or  breach of any
                           agreement  giving  rise  to  or  connected  with  any
                           Account Receivable.

         14.      FURTHER ASSURANCES AND PROTECTIONS.

                  (a)      The Debtor  shall at its  expense do,  file,  record,
make, execute, and deliver all such acts, notices,  instruments,  statements, or
other  documents as the Secured Party may reasonably  request (which request may
be oral or in writing) to  register in the name of the Secured  Party,  perfect,
preserve,  or otherwise  protect the security  interest and Liens of the Secured
Party in the  Collateral  or any part  thereof or to give  effect to the rights,
powers, and remedies of the Secured Party under this Agreement; and

                  (b)      The Debtor  will give  prompt  written  notice to the
Secured  Party of, and defend  the  Collateral  against,  any suit,  action,  or
proceeding  related  to the  Collateral  or which  could  adversely  affect  the
security interests and Liens granted hereunder.

         15.      EVENTS OF  DEFAULT.  The  occurrence  of any of the  following
events or  conditions  shall  constitute  an event of default (each an "EVENT OF
DEFAULT") under this Agreement:

                  (a)      The  occurrence  and  continuation  of  an  Event  of
Default as defined in the Secured Note;

                  (b)      The Debtor  fails to make,  when due,  any  transfer,
delivery,  pledge,  assignment or grant of Collateral  required to be made by it
and that failure continues unremedied for five (5) business days after notice of
that failure is given to the Debtor; or

                  (c)      The failure or refusal by the Debtor to  perform,  or
the  breach or  violation  of,  any of the  terms,  obligations,  covenants,  or
warranties of this  Agreement or the Secured Note other than those  specified in
clause  (b) and  that  failure  or  refusal  continues  unremedied  for ten (10)
business days after notice of such failure or refusal is given to the Debtor.


                                       11
<PAGE>


         16.      REMEDIES UPON AN EVENT OF DEFAULT. On and after the occurrence
and continuance of an Event of Default, all Obligations shall become immediately
due and payable, upon written notice by the Secured Party to the Debtor. In such
event, the Secured Party may, in its discretion:

                  (a)      request  that the Debtor,  and upon such  request the
Debtor  shall,  assemble  the  Collateral  at such  place or  places  reasonably
convenient to the Secured Party designated in such request;

                  (b)      enforce  collection of any of the  Collateral by suit
or any other lawful means available to the Secured Party, or demand, collect, or
receive any money or property at any time payable or receivable on account of or
in exchange for any of the Collateral;

                  (c)      surrender,  release,  or exchange or otherwise modify
the terms of all or any part of the Collateral, or compromise or extend or renew
for any period any indebtedness thereunder or evidenced thereby;

                  (d)      assert  all other  rights and  remedies  of a secured
party under the UCC  (whether or not in effect in any  applicable  jurisdiction)
and all other applicable law, including,  without limitation,  the right to take
possession of, hold, collect,  sell, lease, deliver,  grant options to purchase,
or  otherwise  retain,  liquidate,  or  dispose  of all or  any  portion  of the
Collateral. The proceeds of any collection, liquidation, or other disposition of
the Collateral shall be applied by the Secured Party first to the payment of all
expenses (including,  without limitation, all fees, taxes, reasonable attorneys'
fees and legal  expenses)  incurred  by the  Secured  Party in  connection  with
retaking,  holding,  collecting,  or liquidating the Collateral.  The balance of
such proceeds,  if any, shall, to the extent permitted by law, be applied to the
payment of the  Obligations  in such order of  application  as determined by the
Secured Party in its sole  discretion to the extent such order of application is
not  inconsistent  with applicable  law. In case of any  deficiency,  the Debtor
shall,  whether or not then due,  remain  liable  therefor.  If notice  prior to
disposition  of the  Collateral  or  any  portion  thereof  is  necessary  under
applicable  law,  written  notice  mailed to the  Debtor at its  notice  address
specified on the signature  page hereof ten (10) business days prior to the date
of such disposition shall constitute  reasonable notice, but notice given in any
other  reasonable  manner  shall be  sufficient.  Without  precluding  any other
methods  of sale or other  disposition,  the sale or  other  disposition  of the
Collateral  or any  portion  thereof  shall  have  been  made in a  commercially
reasonable  manner  if  conducted  in  conformity  with  reasonable   commercial
practices  of  creditors  disposing  of similar  property;  but in any event the
Secured Party may sell, lease,  deliver,  grant options to purchase or otherwise
retain,  liquidate  or  dispose  such  Collateral  on  such  terms  and to  such
purchaser(s)  (including  the  Secured  Party)  as  the  Secured  Party  in  its
discretion  may  choose,  and for cash or for  credit  or for  future  delivery,
without   assuming  any  credit  risk,  at  public  or  private  sale  or  other
disposition,  without  demand of  performance,  and  without any  obligation  to
advertise or give notice of any kind other than that necessary under  applicable
law, provided that such sale or other disposition is conducted in a commercially
reasonably  manner.  The Debtor hereby waives and releases to the fullest extent
permitted by law all rights, if any, of marshalling the Collateral and any other
security  for  the  Obligations  or  otherwise.   At  any  such  sale  or  other
disposition,  unless prohibited by applicable law, the Secured Party may bid for
and purchase all or any part of the  Collateral so sold free from any such right
or equity of  redemption.  The Secured  Party shall not be liable for failure to



                                       12
<PAGE>


collect  or  realize  upon any or all of the  Collateral  or for any delay in so
doing nor shall it be under any  obligation to take any action  whatsoever  with
regard thereto;

                  The Secured  Party shall incur no liability as a result of the
sale of the  Collateral,  or any part  thereof,  at any private sale pursuant to
this Agreement conducted in a commercially  reasonable manner. The Debtor hereby
waives  any  claims  against  the  Secured  Party  to the  extent  permitted  by
applicable  law  arising  by  reason  of the fact  that the  price at which  the
Collateral  may have been  sold at such a  private  sale was less than the price
that might have been  obtained at a public  sale or was less than the  aggregate
amount of the  Obligations,  even if the Secured  Party  accepts the first offer
received and does not offer the Collateral to more than one offeree;

                  The Debtor recognizes that, by reason of certain  prohibitions
contained  in the  Securities  Act of 1933,  as amended,  and  applicable  state
securities laws, the Secured Party may be compelled, with respect to any sale of
all or any part of the Collateral,  to limit purchasers to those who will agree,
among other things,  to acquire the relevant  Collateral  for their own account,
for investment and not with a view to the  distribution or resale  thereof.  The
Debtor  acknowledges  that any such  private  sale may be at prices and on terms
less favorable to the Secured Party than those obtainable  through a public sale
without such restrictions, and, notwithstanding such circumstances,  agrees that
any such  private  sale  shall be deemed  to have  been  made in a  commercially
reasonable  manner and that the Secured Party shall have no obligation to engage
in public sales and no  obligation to delay the sale of any  Collateral  for the
period of time necessary to enable the registration of the Collateral or related
transaction so as to permit a public offer to be made with respect thereto;

                  (e)      license or sublicense,  whether  general,  special or
otherwise,  and whether on an exclusive or non-exclusive basis, any Intellectual
Property included in the Collateral throughout the world for such term or terms,
on such  conditions  and in such manner as the  Secured  Party shall in its sole
reasonable discretion  determine;  provided that such licenses or sublicenses do
not  conflict  with any existing  license of which the Secured  Party shall have
received a copy;

                  (f)      without   assuming   any   obligation   or  liability
thereunder,  at any  time  and from  time to  time,  in its sole and  reasonable
discretion,  enforce (and shall have the exclusive right to enforce) against any
licensee or  sublicensee  all rights and remedies of the Debtor in, to and under
any of its  Intellectual  Property  and take or refrain  from  taking any action
under any thereof, and the Debtor releases the Secured Party from liability for,
and agrees to hold the  Secured  Party free and  harmless  from and  against any
claims and expenses  arising out of, any lawful action so taken or omitted to be
taken with  respect  thereto,  except for claims and  expenses  arising from the
Secured Party's gross negligence or willful misconduct;

                  (g)      make a request  upon the Debtor  (which  shall not be
construed  as  implying  any  limitation  on the rights or powers of the Secured
Party),  and upon such  request  the Debtor  shall,  execute  and deliver to the
Secured Party a power of attorney, in form and substance reasonably satisfactory
to the Secured Party,  for the  implementation  of any sale,  lease,  license or
other  disposition  of  Intellectual  Property  owned by the  Debtor or any such
action related thereto. In connection with any such disposition,  but subject to
any confidentiality  provisions imposed on such Debtor in any license or similar
agreement, such Debtor will supply to the Secured Party its


                                       13
<PAGE>


know-how and expertise relating tot he relevant Intellectual  Property,  and its
customer lists and other records relating to such  Intellectual  Property and to
the distribution of said products or services;

                  (h)      to the extent not  already so  transferred,  transfer
all or any part of the Collateral  into the Secured  Party's name or the name of
its nominee or nominees; and

                  (i)      give all  consents,  waivers,  and  ratifications  in
respect of the  Collateral  and otherwise act with respect  thereto as though it
were the outright owner thereof (the Debtor hereby irrevocably  constituting and
appointing the Secured Party the proxy and  attorney-in-fact of the Debtor, with
full  power  of  substitution  to do so),  including,  without  limitation,  the
exercise of all voting,  consensual and other powers of ownership  pertaining to
the Collateral.

         17.      SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Without limiting any
rights or powers  granted  to the  Secured  Party  pursuant  to this  Agreement,
applicable law or otherwise, the Debtor hereby appoints the Secured Party as its
attorney-in-fact,  with full power and  authority  in the place and stead of the
Debtor  and in the name of the Debtor or  otherwise,  from time to time after an
Event of Default has occurred and is  continuing,  or is reasonably  probable to
occur,  in the  Secured  Party's  discretion  to take any and all  action and to
execute,  file and record any and all  instruments,  agreements,  and  documents
which the Secured  Party may deem  necessary  or  advisable  to  accomplish  the
purposes  of this  Agreement,  including,  without  limitation,  to execute  any
assignment of  Intellectual  Property to the Secured Party or other  transferee,
and to  receive,  endorse and  collect  all  instruments  made or payable to the
Debtor  representing  any  Proceeds  in  respect of the  Collateral  or any part
thereof and to give full  discharge for the same. The  appointment  set forth in
this SECTION 17 is coupled with an interest and is irrevocable.

         18.      SECURED PARTY MAY PERFORM.  If the Debtor fails to perform any
agreement,  covenant,  or  obligation  contained  herein,  the Secured Party may
itself perform,  or cause performance of such agreement,  covenant or obligation
and the expenses and costs of the Secured Party incurred in connection therewith
shall be payable by the Debtor.

         19.      SECURITY  INTEREST  ABSOLUTE.  All rights of the Secured Party
and all Liens hereunder,  and all obligations of the Debtor hereunder,  shall be
absolute and unconditional irrespective of:

                  (a)      lack of validity or  enforceability of this Agreement
or the Secured Note;

                  (b)      any change in the time,  manner,  or place of payment
of, or in any other term of any or all of the  Obligations  or any  amendment or
waiver of any provision of this Agreement or the Secured Note;

                  (c)      any release or  non-perfection  of any portion of the
Collateral or any exchange,  release, or non-perfection of any other collateral,
or any  release,  amendment,  or  waiver of any  guaranty  for all or any of the
Obligations; or

                  (d)      any  other   circumstance   which   might   otherwise
constitute  a defense  available  to, or a discharge of the Debtor in respect of
the Obligations or this Agreement or the Secured Note.


                                       14
<PAGE>


         20.      SECURED  PARTY'S DUTIES.  The powers  conferred to the Secured
Party  hereunder  are solely to protect  the  Secured  Party's  interest  in the
Collateral  and shall not impose any duty upon it to  exercise  any such  powers
except for the safe  custody of any  Collateral  or any  portion  thereof in its
possession,  and the Secured  Party shall  exercise  that  standard of care with
respect  to  the  Collateral  in  its  possession  which  it  exercises  in  the
administration  of its own  assets and  property;  PROVIDED,  HOWEVER,  that the
Secured  Party shall not be liable for any action  taken or omitted with respect
to the  Collateral  or this  Agreement in good faith and in the absence of gross
negligence or willful misconduct. The Secured Party shall have no duty as to the
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to the Collateral.

         21.      RIGHTS  CUMULATIVE.  The rights,  powers,  and remedies of the
Secured Party under this Agreement  shall be in addition to all rights,  powers,
and remedies  given to the Secured Party by virtue of any statute or rule of law
or any agreement,  all of which rights,  powers and remedies shall be cumulative
and may be exercised  successively or concurrently without impairing the Secured
Party's security interest, Lien, and assignment in the Collateral.

         22.      INDEMNITY AND EXPENSES.

                  (a)      The Secured Party shall not have any liability to any
person  and  shall  be  indemnified  and held  harmless  by the  Debtor  for any
liability incurred by reason of taking or refraining from taking any action with
respect  to the  Collateral,  except in the case of the  Secured  Party's  gross
negligence  or willful  misconduct.  The Debtor  agrees to indemnify the Secured
Party from and against any and all claims,  losses, and liabilities  arising out
of or connected with this Agreement (including, without limitation,  enforcement
of this Agreement),  except such claims, losses, or liabilities resulting solely
from the Secured Party's gross  negligence or willful  misconduct.  This SECTION
22(A) shall survive any termination of this Agreement.

                  (b)      The Debtor  agrees to pay all  expenses,  costs,  and
disbursements incurred by the Secured Party (including,  without limitation, all
Fees, taxes and reasonable  attorneys' fees and other legal expenses incurred by
the Secured  Party in connection  therewith)  in  connection  with (i) retaking,
holding,  collecting,  preparing  for sale,  and selling or otherwise  realizing
upon,  liquidating,  or disposing of the  Collateral,  (ii) the  preparation and
execution of this Agreement and the documents contemplated hereunder,  (iii) the
enforcement  of its  rights  hereunder  whether in  connection  with an Event of
Default  or  otherwise,  (iv)  the  performance  by  the  Secured  Party  of any
agreement,  covenant,  or  obligation  of the Debtor  contained  herein that the
Debtor  has failed or refused to  perform,  and (v) the  participation  or other
involvement of the Secured Party with (x) bankruptcy, insolvency,  receivership,
foreclosure,  winding up, or liquidation proceedings, or any actual or attempted
sale, or any exchange,  enforcement,  collection,  compromise,  or settlement in
respect  of any of the  Collateral,  and for  the  care  of the  Collateral  and
defending  or  asserting  rights  and  claims of the  Secured  Party in  respect
thereof,  by  litigation  or otherwise,  including  expenses of  insurance,  (y)
judicial or regulatory  proceedings,  and (z) workout,  restructuring,  or other
negotiations  or  proceedings  (whether  or not the  workout,  restructuring  or
transaction contemplated thereby is consummated).


                                       15
<PAGE>


         23.      AMENDMENT  OR WAIVER.  Neither  this  Agreement  nor any terms
hereof may be changed,  waived,  discharged,  or terminated  unless such change,
waiver, discharge or termination is in writing signed by the parties hereto.

         24.      NOTICES.  Except as otherwise  expressly  provided herein, all
notices and other  communications  provided  for  hereunder  shall be in writing
(including  telegraphic,  telex,  telecopier or cable communication) and mailed,
telegraphed,  telexed, telecopied, cabled or delivered: if to the Debtor, at the
addresses  specified  immediately  below the Debtor's name on the signature page
hereof;  and if to the Secured Party at its address specified  immediately below
its name on the  signature  page  hereof;  or at such other  address as shall be
designated  by any party in a written  notice to the other parties  hereto.  All
such  notices and  communications  shall,  when  mailed,  telegraphed,  telexed,
telecopied,  or cabled or sent by overnight courier, be effective when deposited
in the mails,  delivered to the  telegraph  company,  cable company or overnight
courier, as the case may be, or sent by telex or telecopier.

         25.      NO  WAIVER.  No  failure  or delay on the part of the  Secured
Party in exercising any right, power or privilege  hereunder or under the UCC or
any other applicable law shall operate as a waiver hereof or thereof;  nor shall
any single or partial  exercise of any right,  power, or privilege  hereunder or
under the UCC or any other applicable law preclude any other or further exercise
thereof or the  exercise of any other  right,  power or  privilege  hereunder or
thereunder.  No  notice  to or demand  on the  Secured  Party in any case  shall
entitle the Debtor to any other or further  notice or demand in similar or other
circumstances  or  constitute a waiver of the rights of the Secured Party to any
other or further action in any circumstances without notice or demand.

         26.      AGENTS AND  ATTORNEYS-IN-FACT.  The  Secured  Party may employ
agents and attorneys-in-fact in connection herewith and shall not be responsible
for the  negligence  or  misconduct  of any  such  agents  or  attorneys-in-fact
selected in good faith.

         27.      SEVERABILITY  OF  PROVISIONS.  Any provision of this Agreement
that is  prohibited  or  unenforceable  in any  jurisdiction  shall,  as to that
jurisdiction,   be   ineffective   to  the   extent  of  that   prohibition   or
unenforceability   without  invalidating  the  remaining  provisions  hereof  or
affecting  the  validity  or  enforceability  of  that  provision  in any  other
jurisdiction.

         28.      NON-ASSIGNMENT.  The Debtor shall not have the right to assign
its rights or delegate  its  obligations  hereunder  or any part  thereof to any
other person without the Secured Party's prior written consent.

         29.      INTEGRATION  OF TERMS.  This  Agreement  contains  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all oral statements and prior writings with respect thereto.

         30.      GOVERNING   LAW.  (a)  This   Agreement  and  the  rights  and
obligations of the parties  hereunder  shall be construed in accordance with and
be governed by the law of the State of  California  without  regard to choice of
law  principles  thereof.  The  parties  hereto  agree than any suit,  action or
proceeding  seeking to enforce any provision of, or based on any matter  arising
out of or in connection  with, this Agreement or the  transactions  contemplated
hereby shall be brought in any United States  District  Court for sitting in the
State of California or any State court


                                       16
<PAGE>


of competent  jurisdiction  of the State of California,  and each of the parties
hereby  irrevocably  consents  to the  jurisdiction  of such  courts (and of the
appropriate  appellate courts  therefrom) in any such suit, action or proceeding
and irrevocably  waives,  to the fullest extent  permitted by law, any objection
that it may now or  hereafter  have to the  laying  of venue  of any such  suit,
action or proceeding  in such court or that any such suit,  action or proceeding
which is brought in any such court has been  brought in an  inconvenient  forum.
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL  PROCEEDING  ARISING  OUT OF OR  RELATED TO THIS  AGREEMENT  OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

         31.      COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together constitute one and the same instrument.

                            [Signature Page Follows]


                                       17
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first written above.


DEBTOR

                                 ALPHA INNOTECH CORPORATION

                                 By:  /S/ HASEEB CHAUDHRY
                                     -------------------------------------------
                                 Name:    Haseeb Chaudhry
                                 Title:   Chief Executive Officer
                                 Address:          Alpha Innotech Corporation
                                                   2401 Merced St.
                                                   San Leandro, CA 94577
                                                   Attn: Chief Executive Officer
                                                   Fax: 510-483-3227


SECURED PARTY


                                 XTRANA, INC.

                                 By:  /S/ JAMES H. CHAMBERLAIN
                                     -------------------------------------------
                                 Name:    James H. Chamberlain
                                 Title:   Chief Executive Officer
                                 Address:          Xtrana, Inc.
                                                   c/o James H. Chamberlain, CEO
                                                   733 Spruce Meadow Place
                                                   Thousand Oaks, CA 91362
                                                   Fax: (805) 494-0832


                                       18
<PAGE>


                                    EXHIBIT A

                                 PERMITTED LIENS


PERMITTED LIEN HOLDERS        UCC FINANCING STATEMENT NUMBER          DATE FILED
----------------------        ------------------------------          ----------

BFI Business Finance                    0407260283                    03/09/2004
BFI Business Finance                    0407660479                    03/11/2004