EXHIBIT 4.23
                          PLEDGE AND SECURITY AGREEMENT

         PLEDGE AND SECURITY AGREEMENT (this  "Agreement"),  dated September __,
2003, made by Amnis Systems Inc. (the "Pledgor") in favor of Stonestreet Limited
Partnership (the "Pledgee").

                              W I T N E S S E T H:

         WHEREAS, pursuant to the provisions of that certain Securities Purchase
Agreement  of even date  herewith  between  the  Pledgor  and the  Pledgee  (the
"Purchase  Agreement"),  the  Pledgee  has agreed to lend to the Company and the
Company has agreed to borrow from the Pledgee  $250,000  under certain terms and
conditions set forth in the Purchase Agreement;

         WHEREAS, pursuant to the provisions of the Purchase Agreement, and as a
condition to the obligation of the Pledgee to lend  thereunder,  the Pledgor has
agreed to make the pledge  contemplated by this Agreement in order to induce the
Pledgee to perform its obligations under the Purchase Agreement;

         WHEREAS,  the Pledgor is the  sole-shareholder  of Optivision,  Inc., a
California  company,  and based on the Pledgor's  representations and warranties
contained in the Purchase  Agreement,  such entity is its only active Subsidiary
(the "Active Subsidiary"); and

         WHEREAS,  all capitalized  terms used but not defined herein shall have
the meanings ascribed to them in the Purchase Agreement.

         NOW,  THEREFORE,  in  consideration  of  the  premises,  covenants  and
promises  contained  herein and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

SECTION 1.        (A)  GRANT OF SECURITY INTEREST.


                  (a) To secure the complete and timely payment, performance and
         discharge in full, as the case may be, of all of the  obligations,  the
         Pledgor hereby,  unconditionally and irrevocably,  pledges,  grants and
         hypothecates to the Pledgee, a continuing  security  interest,  subject
         only to the  liens set forth on  SCHEDULE  1(A),  in, a lien upon and a
         right of  set-off  against  all of their  respective  right,  title and
         interest of whatsoever  kind and nature in the  Collateral  (as defined
         below) (the "SECURITY INTEREST").

                (b) Terms used but not otherwise  defined in this Agreement that
         are defined in Article 9 of the UCC (such as "general  intangibles" and
         "proceeds")  shall  have the  respective  meanings  given such terms in
         Article 9 of the UCC.

                (c) As used herein,  "COLLATERAL"  means the collateral in which
         the  Pledgees  are granted a security  interest by this  Agreement  and
         which shall include the following,  whether presently owned or existing
         or hereafter  acquired or coming into existence,  and all additions and
         accessions thereto and all substitutions and replacements  thereof, and
         all  proceeds,  products  and  accounts  thereof,  including,   without
         limitation,  all proceeds  from the sale or transfer of the  Collateral
         and of insurance covering the same and of any tort claims in connection
         therewith:


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                           (i) All  Goods  of the  Pledgor,  including,  without
                  limitations,  all  machinery,   equipment,   computers,  motor
                  vehicles, trucks, tanks, boats, ships, appliances,  furniture,
                  special and general tools, fixtures,  test and quality control
                  devices  and other  equipment  of every  kind and  nature  and
                  wherever  situated,  together  with all documents of title and
                  documents  representing the same, all additions and accessions
                  thereto,  replacements  therefor,  all parts therefor, and all
                  substitutes  for any of the foregoing and all other items used
                  and useful in connection with the Pledgor's businesses and all
                  improvements thereto (collectively, the "EQUIPMENT"); and

                           (ii) All Inventory of the Pledgor; and

                           (iii)  All  of  the  Pledgor's  contract  rights  and
                  general  intangibles,   including,   without  limitation,  all
                  partnership  interests,  stock or other securities,  licenses,
                  distribution   and   other   agreements,   computer   software
                  development  rights,  leases,   franchises,   customer  lists,
                  quality  control  procedures,  grants  and  rights,  goodwill,
                  trademarks, service marks, trade styles, trade names, patents,
                  patent applications,  copyrights, deposit accounts, income tax
                  refunds  and  the   Pledged   Collateral   as  defined   below
                  (collectively, the "GENERAL INTANGIBLES"); and

                           (iv) All  Receivables  of the Pledgor  including  all
                  insurance  proceeds,  and rights to refunds or indemnification
                  whatsoever owing, together with all instruments, all documents
                  of title representing any of the foregoing,  all rights in any
                  merchandising,  goods,  equipment,  motor  vehicles and trucks
                  which any of the same may  represent,  and all  right,  title,
                  security  and  guaranties  with  respect  to each  Receivable,
                  including any right of stoppage in transit; and

                           (v) All of the Pledgor's  documents,  instruments and
                  chattel  paper,  files,  records,  books of account,  business
                  papers, computer programs and the products and proceeds of all
                  of the  foregoing  Collateral  set forth in  clauses  (i)-(iv)
                  above.

                  (B)  PLEDGE.  In  order  to  perfect  the  Pledgee's  security
         interest in certain of the  General  Intangibles,  the  Pledgor  hereby
         pledges to the Pledgee, and grants to the Pledgee a continuing security
         interest in, the following (collectively, the "Pledged Collateral"):

                  (a) All  shares  of  common  stock  including  a  stock  power
         executed  in blank (the  "Pledged  Shares")  of the  Active  Subsidiary
         identified in SCHEDULE  1(A) annexed  hereto  representing  the Pledged
         Shares,  and all dividends,  cash,  instruments and other property from
         time to time received,  receivable or otherwise  distributed in respect
         of or in exchange for any or all of the Pledged Shares; and


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                  (b)  all  proceeds  of any and  all of the  foregoing  Pledged
         Collateral, in whatever form (including,  without limitation,  proceeds
         that constitute property of the types described above).

                  SECTION 2. SECURITY FOR  OBLIGATIONS.  This Agreement  secures
the payment and  performance  of the following  obligations  (collectively,  the
"Obligations"):  all present and future  indebtedness,  obligations,  covenants,
duties and  liabilities of any kind or nature of the Company to the Pledgees (or
any of them) now existing or hereafter  arising under or in connection  with the
Transaction  Documents  (as defined in Section 2(h) of the  Securities  Purchase
Agreement).

                  SECTION 3. DELIVERY OF PLEDGED  COLLATERAL.  All  certificates
representing or evidencing the Pledged Shares,  in suitable form for transfer by
delivery,  or accompanied by instruments of transfer or assignment duly executed
in blank,  have been  previously  deposited  with and delivered to Amy Wang (the
"Agent"), as collateral agent for the Pledgees. The Pledged Shares shall be held
by the Agent first on behalf of both Bristol  Investment  Fund, LTD  ("Bristol")
and Alpha  Capital  Aktiengesellschaft  ("Alpha")  as set forth in that  certain
Pledge and  Security  Agreement  between the Company and Alpha dated May 9, 2003
and  that  certain  Intercreditor   Agreement  between  Bristol  and  Alpha  and
acknowledged by the Company dated May 9, 2003, then on behalf of Alpha,  Bristol
and SDS  Merchant  Fund,  LP  ("SDS")  as set forth in that  certain  Pledge and
Security  Agreement between the Company and Alpha,  Bristol and SDS dated May 9,
2003 and then on behalf of the Pledgee.  The Agent shall have the right,  at any
time after the  occurrence  of an Event of  Default  (as  hereinafter  defined),
without notice to the Pledgor,  to transfer to or to register in the name of the
Agent or its nominees  any or all of the Pledged  Collateral.  In addition,  the
Agent shall have the right at any time to exchange  certificates  or instruments
representing or evidencing Pledged Collateral for certificates or instruments of
smaller or larger denominations.

                  SECTION  4.   REPRESENTATIONS  AND  WARRANTIES.   The  Pledgor
         represents and warrants as follows:

                  (a) Attached  hereto as Schedule 4(a) is a listing,  as of the
         date hereof, of all creditors of Pledgor, including approximate amounts
         owed to each such creditor.

                  (b) The Pledgor is the legal,  record and beneficial  owner of
         the Pledged Collateral and the Collateral,  free and clear of any lien,
         security interest,  restriction,  option or other charge or encumbrance
         (collectively,  "Liens")  except for the security  interest  created by
         this Agreement and the liens disclosed on SCHEDULE 1(A).

                  (c) The pledge of the Pledged  Collateral and the grant of the
         Security  Interest  pursuant  to this  Agreement  creates  a valid  and
         perfected   security  interest  in  the  Pledged   Collateral  and  the
         Collateral, securing payment and performance of the Obligations subject
         only to a senior security interest as set forth on Schedule 1(a).


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                  (d)  No  consent  of  any  other   person  or  entity  and  no
         authorization, approval, or other action by, and no notice to or filing
         with, any governmental authority or regulatory body is required (i) for
         the pledge by the  Pledgor of the Pledged  Collateral  pursuant to this
         Agreement  or for  the  execution,  delivery  or  performance  of  this
         Agreement by the Pledgor, (ii) for the perfection or maintenance of the
         security  interest  created  hereby,  or (iii) for the  exercise by the
         Agent of the voting or other rights  provided for in this  Agreement or
         the  remedies  in respect of the  Pledged  Collateral  pursuant to this
         Agreement (except as may be required in connection with any disposition
         of any portion of the Pledged Collateral by laws affecting the offering
         and sale of securities generally).

                  (e) There are no conditions  precedent to the effectiveness of
         this Agreement that have not been satisfied or waived.

                  (f) The  mailing  address  of the  Pledgor  is  3450  Hillview
         Avenue,  Palo Alto,  California  94304, and the Pledgor will not change
         its address  except upon not less than thirty (30) days' prior  written
         notice  to the Agent  and the  Pledgees.  The  Pledgor  represents  and
         warrants  that they have no place of  business  or offices  where their
         respective   books  of  account   and  records  are  kept  (other  than
         temporarily at the offices of its attorneys or  accountants)  or places
         where Collateral is stored or located,  except as set forth on SCHEDULE
         A attached hereto.

                  (g) No part of the  Collateral  has  been  judged  invalid  or
         unenforceable.  No written claim has been received that any  Collateral
         or  Pledgor's  use of any  Collateral  violates the rights of any third
         party.  There  has  been no  adverse  decision  to  Pledgor's  claim of
         ownership  rights in or exclusive  rights to use the  Collateral in any
         jurisdiction or to Pledgor's right to keep and maintain such Collateral
         in full force and effect,  and there is no  proceeding  involving  said
         rights  pending or, to the best  knowledge of the  Pledgor,  threatened
         before any court,  judicial body,  administrative or regulatory agency,
         arbitrator or other governmental authority.

                  (h) The Pledgor shall at all times maintain  their  respective
         books of  account  and  records  relating  to the  Collateral  at their
         respective principal place of business and their respective  Collateral
         at the  locations  set forth on SCHEDULE A attached  hereto and may not
         relocate  such books of account  and  records  or  tangible  Collateral
         unless  they  deliver  to the  Pledgees  at least 30 days prior to such
         relocation (i) written  notice of such  relocation and the new location
         thereof (which must be within the United States) and (ii) evidence that
         appropriate  financing  statements  under the UCC and  other  necessary
         documents  have been filed and recorded and other steps have been taken
         to perfect the  Security  Interest to create in favor of the Pledgees a
         valid, perfected and continuing lien in the Collateral.


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                  (i) Except for the filing of financing  statements pursuant to
         the  UCC  with  the  proper  filing  and  recording   agencies  in  the
         jurisdictions   indicated   on  SCHEDULE   B,   attached   hereto,   no
         authorization   or  approval  of  or  filing  with  or  notice  to  any
         governmental  authority or regulatory  body is required  either (i) for
         the grant by the  Pledgor  of, or the  effectiveness  of, the  Security
         Interest granted hereby or for the execution,  delivery and performance
         of this  Agreement  by the  Pledgor  or (ii) for the  perfection  of or
         exercise by the Pledgees of its rights and remedies hereunder.

                  (j) Effective on the date of execution of this Agreement,  the
         Pledgor  hereby  authorizes  the  Agent to file  one or more  financing
         statements under the UCC with respect to the Security Interest with the
         proper filing and recording agencies in the jurisdictions  indicated on
         SCHEDULE B, attached hereto and in such other  jurisdictions  as may be
         requested by the Pledgees.

                  (k) The execution,  delivery and performance of this Agreement
         by the Pledgor does not conflict  with,  or constitute a default (or an
         event that with notice or lapse of time or both would become a default)
         under,  or  give  to  others  any  rights  of  termination,  amendment,
         acceleration or cancellation (with or without notice,  lapse of time or
         both) of, any  agreement,  credit  facility,  debt or other  instrument
         (evidencing  Pledgor's  debt or  otherwise) or other  understanding  to
         which  Pledgor  is a party or by  which  any  property  or asset of the
         Pledgor  is  bound  or  affected.   No  consent   (including,   without
         limitation, from stock holders or creditors of the Pledgor) is required
         for the Pledgor to enter into and perform its obligations hereunder.

                  (l) The  Pledgor  shall at all  times  maintain  the liens and
         Security  Interest  provided for hereunder as valid and perfected liens
         and security interests in the Collateral in favor of the Pledgees until
         this Agreement and the Security Interest hereunder shall be terminated.
         The  Pledgor  hereby  agrees to  defend  the same  against  any and all
         persons. The Pledgor shall safeguard and protect all Collateral for the
         account of the Pledgees.  At the request of the  Pledgees,  the Pledgor
         will sign and deliver to the  Pledgees at any time or from time to time
         one or more financing statements pursuant to the UCC in form reasonably
         satisfactory  to the  Pledgees and will pay the cost of filing the same
         in all public offices  wherever filing is, or is deemed by the Pledgees
         to be,  necessary  or  desirable  to effect the rights and  obligations
         provided for herein.  Without limiting the generality of the foregoing,
         the Pledgor shall pay all fees,  taxes and other  amounts  necessary to
         maintain the Collateral and the Security  Interest  hereunder,  and the
         Pledgor  shall  obtain and furnish to the  Pledgees  from time to time,
         upon demand,  such releases and/or  subordinations  of claims and liens
         which may be required to maintain the priority of the Security Interest
         hereunder.


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                  (m)  The  Pledgor  will  not  transfer,  pledge,  hypothecate,
         encumber,  license  (except  for  non-exclusive  licenses  granted by a
         Pledgor in its  ordinary  course of business  and sales of  inventory),
         sell or otherwise  dispose of any of the  Collateral  without the prior
         written consent of a majority in interest of the Pledgees.

                  (n)  The  Pledgor  shall  keep  and  preserve  its  Equipment,
         Inventory and other tangible  Collateral in good condition,  repair and
         order and shall not operate or locate any such  Collateral (or cause to
         be operated or located) in any area excluded from insurance coverage.

                  (o) The  Pledgor  shall,  within  ten (10)  days of  obtaining
         knowledge thereof,  advise the Pledgees promptly, in sufficient detail,
         of any substantial  change in the Collateral,  and of the occurrence of
         any event  which would have a material  adverse  effect on the value of
         the Collateral or on the Pledgees' security interest therein.

                  (p) The  Pledgor  shall  promptly  execute  and deliver to the
         Pledgees  such  further   deeds,   mortgages,   assignments,   security
         agreements,  financing  statements  or  other  instruments,  documents,
         certificates  and  assurances  and  take  such  further  action  as the
         Pledgees may from time to time  request and may in its sole  discretion
         deem necessary to perfect,  protect or enforce its security interest in
         the Collateral.

                  (q)  The  Pledgor   shall   permit  the   Pledgees  and  their
         representatives  and agents to inspect the  Collateral at any time, and
         to make  copies  of  records  pertaining  to the  Collateral  as may be
         requested by a Secured Party from time to time.

                  (r) The Pledgor shall take all steps  reasonably  necessary to
         diligently pursue and seek to preserve, enforce and collect any rights,
         claims,  causes of action  and  accounts  receivable  in respect of the
         Collateral.

                  (s)  The  Pledgor  shall  promptly   notify  the  Pledgees  in
         sufficient  detail upon becoming aware of any attachment,  garnishment,
         execution or other legal process  levied  against any Collateral and of
         any other  information  received  by the  Pledgor  that may  materially
         affect the value of the Collateral, the Security Interest or the rights
         and remedies of the Pledgees hereunder.

                  (t) All information  heretofore,  herein or hereafter supplied
         to the  Pledgees  by or on behalf of the  Pledgor  with  respect to the
         Collateral is accurate and complete in all material  respects as of the
         date furnished.

                  (u) The Pledgor  shall at all times  preserve and keep in full
         force and effect their respective valid existence and good standing and
         any rights and franchises material to its business.

                  (v) The Pledgor will not change its name, corporate structure,
         or identity, or add any new fictitious name unless it provides at least
         30 days prior written notice to the Pledgees of such change and, at the
         time of such written notification,  such Pledgor provides any financing
         statements  or  fixture  filings  necessary  to  perfect  and  continue
         perfected  the  Security   Interest   granted  and  evidenced  by  this
         Agreement.

                  (w) The Pledgor may not consign any of its  Inventory  or sell
         any of its  Inventory  on  bill  and  hold,  sale  or  return,  sale on
         approval,  or other  conditional terms of sale without the consent of a
         majority in interest of the  Pledgees  which shall not be  unreasonably
         withheld.


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                  (x) The Pledgor may not relocate its chief executive office to
         a new location  without  providing 30 days prior  written  notification
         thereof  to the  Pledgees  and so long as, at the time of such  written
         notification,  the Pledgor provides any financing statements or fixture
         filings  necessary  to perfect  and  continue  perfected  the  Security
         Interest granted and evidenced by this Agreement.

                  SECTION 5. FURTHER ASSURANCES.  The Pledgor agrees that at any
time and from time to time,  at the expense of the  Pledgor,  the Pledgor  shall
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that the Agent and/or the
Pledgees may  reasonably  request,  in order to perfect and protect any security
interest granted or purported to be granted hereby or to enable the Agent and/or
any Pledgee to  exercise  and enforce  its rights and  remedies  hereunder  with
respect to any Pledged Collateral.

                  SECTION 6. VOTING RIGHTS; DIVIDENDS; ETC.

                  (a) So long as no Event of Default shall have occurred:

                           (i) The  Pledgor  shall be  entitled  to  exercise or
                  refrain  from   exercising   any  and  all  voting  and  other
                  consensual rights pertaining to the Pledged  Collateral or any
                  part thereof for any purpose not  inconsistent  with the terms
                  of this Agreement;  provided,  however, that the Pledgor shall
                  not exercise or refrain from  exercising any such right if, in
                  the  reasonable  judgment of the  Pledgees,  such action would
                  have a  material  adverse  effect on the value of the  Pledged
                  Collateral or any material part  thereof;  provided,  further,
                  that the  Pledgor  shall give the  Pledgees  at least ten (10)
                  days' prior  written  notice of the manner in which it intends
                  to exercise,  or the reasons for refraining  from  exercising,
                  any such right.

                           (ii) The  Pledgor  shall be  entitled  to receive and
                  retain any and all cash dividends and interest paid in respect
                  of the Pledged  Collateral;  provided,  however,  that any and
                  all:


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                           (A) dividends and interest paid or payable other than
                  in cash in respect  of,  and  instruments  and other  property
                  received,  receivable or otherwise  distributed in respect of,
                  or in exchange for, any Pledged Collateral,

                           (B) dividends and other distributions paid or payable
                  in cash in respect of any  Pledged  Collateral  in  connection
                  with a  partial  or total  liquidation  or  dissolution  or in
                  connection  with a reduction  of capital,  capital  surplus or
                  paid-in-surplus, and

                           (C) cash paid,  payable or otherwise  distributed  in
                  respect of principal of, or in  redemption  of, or in exchange
                  for, any Pledged Collateral,

         shall be,  and shall be  forthwith  delivered  to the Agent to hold as,
         Pledged Collateral,  and shall, if received by the Pledgor, be received
         in trust for the benefit of the Pledgees,  be segregated from the other
         property or funds of the  Pledgor,  and be  forthwith  delivered to the
         Agent as Pledged  Collateral in the same form as so received  (with any
         necessary endorsement or assignment).

         (b)      Upon and after the occurrence of any Event of Default:

                  (i) All rights of the  Pledgor  to  exercise  or refrain  from
         exercising  the  voting  and  other  consensual  rights  which it would
         otherwise  be entitled to exercise  pursuant to Section  6(a)(i) and to
         receive the dividends and interest payments which it would otherwise be
         authorized  to receive and retain  pursuant to Section  6(a)(ii)  shall
         cease,  and all such rights shall thereupon  become vested in the Agent
         who shall  thereupon  have the sole right to exercise  or refrain  from
         exercising such voting and other  consensual  rights and to receive and
         hold as Pledged Collateral such dividends and interest payments.

                  (ii) All dividends and interest payments which are received by
         the Pledgor contrary to the provisions of paragraph (i) of this Section
         6(b) shall be received in trust for the benefit of the Pledgees,  shall
         be  segregated  from other funds of the Pledgor and shall be  forthwith
         paid over to the  Agent as  Pledged  Collateral  in the same form as so
         received  (with any necessary  endorsement).

         SECTION 7. TRANSFERS AND OTHER LIENS;  ADDITIONAL  SHARES.  The Pledgor
agrees that it shall not (i) sell,  assign (by operation of law or otherwise) or
otherwise  dispose of, or grant any option  with  respect to, any of the Pledged
Collateral,  or (ii) create or permit to exist any Lien upon or with  respect to
any of the Pledged Collateral, except for the security interest granted pursuant
to this Agreement.


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         SECTION 8. AGENT APPOINTED ATTORNEY-IN-FACT.


                  (a) The Pledgor  hereby  appoints  the Agent as the  Pledgor's
         attorney-in-fact,  with  full  authority  in the place and stead of the
         Pledgor and in the name of the Pledgor or otherwise,  from time to time
         in the  Agent's  discretion  to take  any  action  and to  execute  any
         instrument   which  the  Agent  may  deem  necessary  or  desirable  to
         accomplish  the  purposes  of  this   Agreement,   including,   without
         limitation,  to  receive,  endorse and  collect  all  instruments  made
         payable to the Pledgor  representing any dividend,  interest payment or
         other  distribution  in respect of the Pledged  Collateral  or any part
         thereof and to give full discharge for the same.


                  (b) The Pledgor  authorizes  the Agent,  and does hereby make,
         constitute and appoint the Agent and its respective  officers,  agents,
         successors or assigns with full power of substitution, as the Pledgor's
         true  and  lawful  attorney-in-fact,  with  power,  in the  name of the
         Pledgees  or the  Pledgor,  to,  after the  occurrence  and  during the
         continuance of an Event of Default, (i) endorse any Debentures, checks,
         drafts,  money  orders,  or other  instruments  of  payment  (including
         payments  payable  under or in respect of any policy of  insurance)  in
         respect  of  the  Collateral  that  may  come  into  possession  of the
         Pledgees;  (ii) to sign and endorse any financing statement pursuant to
         the UCC or any  invoice,  freight  or  express  bill,  bill of  lading,
         storage or warehouse  receipts,  drafts against Pledgors,  assignments,
         verifications  and  notices  in  connection  with  accounts,  and other
         documents relating to the Collateral;  (iii) to pay or discharge taxes,
         liens,  security  interests or other encumbrances at any time levied or
         placed  on or  threatened  against  the  Collateral;  (iv)  to  demand,
         collect,  receipt  for,  compromise,  settle  and sue for monies due in
         respect of the Collateral;  (v) generally,  to do, at the option of the
         Pledgees,  and at the expense of the Pledgor, at any time, or from time
         to time,  all acts and things  which the  Pledgees  deem  necessary  to
         protect,  preserve  and realize  upon the  Collateral  and the Security
         Interest  granted  therein  in  order  to  effect  the  intent  of this
         Agreement  and the  Debentures  all as  fully  and  effectually  as the
         Pledgor  might or could do; and (vi) in the event of the  bankruptcy of
         the  Pledgor,  to appoint a receiver or  equivalent  person to marshall
         Pledgor's  assets,  and the  Pledgor  hereby  ratifies  all  that  said
         attorney shall  lawfully do or cause to be done by virtue hereof.  This
         power of attorney is coupled with an interest and shall be  irrevocable
         for the term of this  Agreement  and  thereafter  as long as any of the
         Obligations shall be outstanding.


                  (c) On a continuing  basis,  the Pledgor  will make,  execute,
         acknowledge,  deliver,  file and  record,  as the case may be, with the
         proper filing and recording  agencies in any  jurisdiction,  including,
         without limitation, the jurisdictions indicated on SCHEDULE B, attached
         hereto,  all  such  instruments,  and  take  all  such  action  as  may
         reasonably be deemed necessary or advisable, or as reasonably requested
         by the Pledgees, to perfect the Security Interest granted hereunder and
         otherwise  to carry out the intent and purposes of this  Agreement,  or
         for assuring and  confirming to the Pledgees the grant or perfection of
         a security interest in all the Collateral under the UCC.



                                       9
<PAGE>

                  (d) The Pledgor hereby  irrevocably  appoints the Agent as the
         Pledgor's attorney-in-fact,  with full authority in the place and stead
         of the Pledgor and in the name of the Pledgor, from time to time in the
         Agent's  discretion,  to take any action and to execute any  instrument
         which the Pledgees may deem  necessary or advisable to  accomplish  the
         purposes  of  this  Agreement,   including  the  filing,  in  its  sole
         discretion,  of one or more  financing or  continuation  statements and
         amendments  thereto,  relative  to any of the  Collateral  without  the
         signature of the Pledgor where permitted by law.

                  SECTION 9.  PLEDGEES  MAY  PERFORM.  If the  Pledgor  fails to
perform any agreement  contained herein, the Agent and/or any Pledgee may itself
perform, or cause performance of, such agreement,  and the expenses of the Agent
and/or such Pledgee  incurred in  connection  therewith  shall be payable by the
Pledgor under Section 14.

                  SECTION 10. THE AGENT'S  DUTIES.  The duties and rights of the
Agent are as set forth on ANNEX A  attached  hereto and  incorporated  herein by
reference. Any fees of the Agent for its services hereunder shall be paid by the
Pledgees.  The powers conferred on the Agent hereunder are solely to protect the
interests  of the  Pledgees in the Pledged  Collateral  and shall not impose any
duty upon the Agent to exercise any such powers.  Except for the safe custody of
any Pledged  Collateral in its possession and the accounting for moneys actually
received it hereunder,  neither the Agent nor any Pledgee shall have any duty as
to any Pledged  Collateral,  as to ascertaining or taking action with respect to
calls, conversions,  exchanges, maturities, tenders or other matters relative to
any Pledged Collateral, whether or not such party has or is to have knowledge of
such  matters,  or as to the taking of any  necessary  steps to preserve  rights
against any parties or any other rights  pertaining  to any Pledged  Collateral.
The Agent and each Pledgee shall be deemed to have exercised  reasonable care in
the custody and preservation of any Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment  substantially equal to that which such
party accords its own property.

                  SECTION 11.  EVENT OF DEFAULT.  The  occurrence  of any of the
following  events  shall  constitute  an event of default  under this  Agreement
(each, an "Event of Default"):

                  (a) The failure of the  Pledgor to observe,  perform or comply
         with any act,  duty,  covenant,  agreement  or  obligation  under  this
         Agreement;

                  (b) If any of the  representation  or  warranty of the Pledgor
         set forth in this  Agreement  shall be  breached  or shall be untrue or
         incorrect in any material respect;

                  (c) The filing of any financing  statement  with regard to any
         of the Pledged Collateral other than pursuant to this Agreement, or the
         attachment  of any  additional  Lien  to  any  portion  of the  Pledged
         Collateral in favor of any Person other than the Pledgees; or


                                       10
<PAGE>

                  (d) If any  default or event of default  shall occur under any
         of the  Transaction  Documents  (as  defined  in  Section  2(h)  of the
         Securities Purchase  Agreement),  including,  without  limitation,  any
         "Event of Default" as defined in the Convertible Debentures.

                  SECTION  12.   CROSS-DEFAULT;   CROSS-COLLATERALIZATION.   The
Pledgor  acknowledges  and  agrees  that any  default  under  the  terms of this
Agreement  shall  constitute  a default  by the  Company  under the  Convertible
Debentures and the other Transaction  Documents,  and that any default under the
Convertible   Debentures  or  any  of  the  other  Transaction  Documents  shall
constitute a default under this  Agreement.  The security  interests,  liens and
other  rights  and  interests  in and  relative  to any of the real or  personal
property of the Pledgor now or hereafter  granted to the Pledgees by the Pledgor
pursuant to any agreement,  document or instrument,  including,  but not limited
to, this  Agreement,  the Purchase  Agreement,  the Warrants or the  Convertible
Debentures, shall serve as security for any and all of the Obligations, and, for
the repayment thereof,  Pledgees may resort to any such collateral in such order
and manner as they may elect.

                  SECTION 13. REMEDIES UPON EVENT OF DEFAULT. Upon and after the
occurrence of any Event of Default:

                  (a) The Agent may  exercise in respect of the  Collateral  and
         the  Pledged  Collateral,  in  addition  to other  rights and  remedies
         provided  for herein or otherwise  available  to the Agent  (including,
         without  limitation,  the  vesting  in the Agent  pursuant  to  Section
         6(b)(i) of the sole right to exercise  voting rights  pertaining to the
         Pledged Collateral,  including, without limitation,  voting rights with
         respect to the sale of assets of Issuer),  all the rights and  remedies
         of a secured  party on default  under the  Uniform  Commercial  Code in
         effect in the State of New York at that time (the "UCC"), and may also,
         without notice except as specified below,  sell the Pledged  Collateral
         or any part thereof in one or more  parcels at public or private  sale,
         at any  exchange,  broker's  board or at any of the Agent's  offices or
         elsewhere,  for cash, on credit or for future  delivery,  and upon such
         other terms as the Agent may deem commercially reasonable.  The Pledgor
         agrees that,  to the extent notice of sale shall be required by law, at
         least ten (10) days' notice to the Pledgor of the time and place of any
         public  sale or the time  after  which any  private  sale is to be made
         shall  constitute  reasonable  notification.  The  Agent  shall  not be
         obligated to make any sale of Pledged  Collateral  regardless of notice
         of sale having been given.  The Agent may adjourn any public or private
         sale from  time to time by  announcement  at the time and  place  fixed
         therefor,  and such sale may,  without further  notice,  be made at the
         time and place to which it was so adjourned.  The Pledgor  acknowledges
         and  agrees  that the  Pledged  Collateral  consisting  of the  Pledged
         Shares, and/or any other shares of common stock of Issuer, is of a type
         customarily sold on a recognized market, and accordingly that no notice
         of the sale thereof need be given.


                                       11
<PAGE>

                  (b) Any cash  held by the  Agent  or any  Pledgee  as  Pledged
         Collateral  and all cash proceeds  received by the Agent or any Pledgee
         in respect of any sale of,  collection from, or other  realization upon
         all or any part of the Pledged Collateral may, in the discretion of the
         Agent or such Pledgee, be held as collateral for, and/or then or at any
         time  thereafter  be  applied  (after  payment of any  amounts  payable
         pursuant to Section 14) in whole or in part against, all or any part of
         the Obligations, pro rata to the respective Obligations of each Pledgee
         in  proportion to their  respective  principal  amounts of  Convertible
         Debentures. Any surplus of such cash or cash proceeds held by the Agent
         or any  Pledgee  and  remaining  after  payment  in  full  of  all  the
         Obligations  shall be paid over to the Pledgor or to whomsoever  may be
         lawfully entitled to receive such surplus.

                  SECTION 14. EXPENSES. The Pledgor shall upon demand pay to the
Agent  and/or  the  applicable  Pledgee  the  amount  of any and all  reasonable
expenses,  including reasonable  attorneys' fees and expenses and the reasonable
fees and expenses of any experts and agents, which the Agent and/or such Pledgee
may incur in connection with (a) the  administration of this Agreement,  (b) the
custody  or  preservation  of,  or  the  sale  of,  collection  from,  or  other
realization upon, any of the Pledged Collateral, (c) the exercise or enforcement
of any of the  rights of the Agent  and/or  such  Pledgee  hereunder  or (d) the
failure by the Pledgor to perform or observe any of the provisions hereof.

                  SECTION 15. CONTINUING  SECURITY INTEREST;  TERMINATION.  This
Agreement shall create a continuing  security interest in the Collateral and the
Pledged  Collateral  and  shall  remain  in full  force  and  effect  until  the
indefeasible  payment in full of the Obligations.  Upon the indefeasible payment
in full of the Obligations, the security interest granted hereby shall terminate
and all rights to the Collateral and the Pledged  Collateral shall revert to the
Pledgor.  Upon any such termination,  the Agent shall, at the Pledgor's expense,
return to the Pledgor such of the Collateral and the Pledged Collateral as shall
not have been sold or otherwise applied pursuant to the terms hereof and execute
and deliver to the  Pledgor  such  documents  as the  Pledgor  shall  reasonably
request to evidence such termination.

                  SECTION 16.  GOVERNING LAW;  TERMS.  THIS  AGREEMENT  SHALL BE
ENFORCED,  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK,  WITHOUT  REGARD TO THE  PRINCIPLES  OF CONFLICT OF LAWS.  THE PARTIES
HERETO HEREBY SUBMIT TO THE  EXCLUSIVE  JURISDICTION  OF THE STATE COURTS OR THE
UNITED  STATES  FEDERAL  COURTS  LOCATED IN NEW YORK WITH RESPECT TO ANY DISPUTE
ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
OR THE TRANSACTIONS  CONTEMPLATED  HEREBY OR THEREBY.  BOTH PARTIES  IRREVOCABLY
WAIVE THE DEFENSE OF AN  INCONVENIENT  FORUM TO THE  MAINTENANCE OF SUCH SUIT OR
PROCEEDING.  BOTH  PARTIES  FURTHER  AGREE THAT  SERVICE OF PROCESS UPON A PARTY
MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS  UPON THE PARTY IN ANY SUCH SUIT OR  PROCEEDING.  NOTHING  HEREIN  SHALL
AFFECT EITHER  PARTY'S  RIGHT TO SERVE PROCESS IN ANY OTHER MANNER  PERMITTED BY
LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
PROCEEDING  SHALL BE CONCLUSIVE  AND MAY BE ENFORCED IN OTHER  JURISDICTIONS  BY
SUIT ON SUCH  JUDGMENT OR IN ANY OTHER LAWFUL  MANNER.  THE PARTY WHICH DOES NOT
PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL
FEES AND EXPENSES,  INCLUDING  ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY
IN CONNECTION WITH SUCH DISPUTE.


                                       12
<PAGE>

                  SECTION 17.  NOTICE.  Any notices  required or permitted to be
given under the terms  hereof  shall be sent by  certified  or  registered  mail
(return receipt  requested) or delivered  personally or by courier  (including a
recognized  overnight  delivery  service) or by facsimile and shall be effective
five days after being  placed in the mail,  if mailed by regular  United  States
mail,  or upon  receipt,  if  delivered  personally  or by courier  (including a
recognized  overnight delivery service) or by facsimile,  in each case addressed
to a party. The addresses for such communications shall be:

                           If to the Pledgor:

                           3450 Hillview Avenue
                           Palo Alto, California 94304
                           Attention:  Lawrence Bartlett
                           Facsimile:  (650) 855-0222

                           With copies to:

                           Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas, 21st Floor
                           New York, New York 10018
                           Attention:  Gregory Sichenzia, Esq.
                           Telephone:  212-930-9700
                           Facsimile:   212-930-9725
                           Email:  GSichenzia@srfllp.net



If to any Pledgees:  to the address and fax number set forth  immediately  below
such  Investor's  name  on  the  signature  pages  to  the  Securities  Purchase
Agreement.

                           If to the Agent:
                           Amy Wang
                           6363 Sunset Boulevard, Fifth Floor
                           Hollywood, CA 90028
                           Fax: (323) 468-8307



                                       13
<PAGE>




         SECTION 18. WAIVERS.

                  (a)  WAIVERS.  The  Pledgor  waives any right to  require  the
         Pledgees to (i) proceed  against any person,  (ii) proceed  against any
         other  collateral  under any other  agreement,  (iii)  pursue any other
         remedy, or (iv) make presentment, demand, dishonor, notice of dishonor,
         acceleration and/or notice of non-payment.

                  (b)  WAIVER  OF  DEFENSE.  No course of  dealing  between  the
         Pledgor and the Pledgees,  nor any failure to exercise nor any delay in
         exercising on the part of the Agent or any Pledgee,  any right,  power,
         or privilege under this Agreement or under any of the other Transaction
         Documents shall operate as a waiver.  No single or partial  exercise of
         any right, power, or privilege under this Agreement or under any of the
         other  Transaction  Documents  shall  preclude  any  other  or  further
         exercise of such right,  power,  or  privilege  or the  exercise of any
         other right, power, or privilege.



         SECTION 19. RIGHTS ARE CUMULATIVE. All rights and remedies of the Agent
and the Pledgees with respect to the Pledged Collateral,  whether established by
this Agreement,  the other Transaction  Documents or by law, shall be cumulative
and may be exercised concurrently or in any order.


         SECTION  20.  INDEMNITY.  The  Pledgor  agrees  to  indemnify  and hold
harmless the Agent,  the Pledgees and their  respective  successors  and assigns
against  and  from  all  liabilities,  losses,  and  costs  (including,  without
limitation, reasonable attorneys' fees) arising out of or relating to the taking
or the failure to take action in respect of any transaction  effected under this
Agreement or in connection with the lien provided for herein, including, without
limitation,  any and all  excise,  sales or other  taxes which may be payable or
determined  to be payable  with  respect to any of the Pledged  Collateral.  The
liabilities  of the Pledgor under this Section 20 shall survive the  termination
of this Agreement.


         SECTION  21.  SEVERABILITY.   The  provisions  of  this  Agreement  are
severable.  If any provision of this Agreement is held invalid or  unenforceable
in  whole  or  in  part  in  any   jurisdiction,   then   such   invalidity   or
unenforceability  shall affect only such  provision,  or part  thereof,  in such
jurisdiction,  and shall not in any manner affect such provision or part thereof
in any other  jurisdiction,  or any other  provision  of this  Agreement  in any
jurisdiction.



                                       14
<PAGE>

         SECTION 22.  COUNTERPARTS.  This  Agreement  may be executed in several
counterparts,  each of which shall be considered  an original,  but all of which
together shall constitute one and the same instrument.


         SECTION 23. AMENDMENTS;  ENTIRE AGREEMENT. This Agreement is subject to
modification  only by a writing  signed by the  parties.  To the extent that any
provision  of this  Agreement  conflicts  with  any  provision  of the  Purchase
Agreement or the Convertible  Debentures,  the provision giving Pledgees greater
rights or remedies shall govern,  it being  understood  that the purpose of this
Agreement  is to add to, and not detract  from,  the rights  granted to Pledgees
under the Purchase Agreement and the Convertible Debentures. This Agreement, the
Purchase  Agreement,  the  Convertible  Debentures  and  the  other  Transaction
Documents  constitute  the entire  agreement  of the parties with respect to the
subject matter of this Agreement.


         SECTION 24.  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
executors,  legal representatives,  successors and assigns;  PROVIDED,  HOWEVER,
that the Pledgor may not,  without the prior  written  consent of the  Pledgees,
assign or delegate any rights, powers, duties or obligations hereunder,  and any
such purported  assignment or delegation  without such consent shall be null and
void.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       15
<PAGE>



                  IN WITNESS WHEREOF,  the parties hereto have duly executed and
delivered this Agreement as of the date first above written.


                       PLEDGOR:

                       AMNIS SYSTEMS INC.

                       By:
                           -------------------------------------------------
                       Name:
                       Title:

                       PLEDGEE:

                       STONESTREET LIMITED PARTNERSHIP

                       By:
                          --------------------------------------------------
                       Name:
                       Title:


                       AGENT:



                       -----------------------------------------------------
                       Amy Wang, Esq.



                                       16