<PAGE>   1
                                                                Exhibit 10.10(k)

                   MEMORANDUM OF SECURITY INTEREST IN PATENTS


         INTERNATIONAL REMOTE IMAGING SYSTEMS, INC., a Delaware Corporation,
whose address is 9162 Eton Avenue, Chatsworth, California 91311 ("Debtor"), does
hereby grant to CITY NATIONAL BANK, a national banking association, whose
address is 400 N. Roxbury Drive, Suite 500, Beverly Hills, California 90210,
("Secured Party"), pursuant to an Amended and Restated Promissory Note and
Supplemental Terms Letter, Change in Terms Agreement and Supplemental Terms
Letter and Security Agreement and any and all loan documents between the parties
hereto, (hereinafter collectively referred to as "Loan Documents"), a security
interest in and to all of Debtor's right, title and interest in all patents and
rights and interests of every kind or nature in patents and inventions
protectable by patent, whether now owned or hereafter created or acquired and
all renewals and extensions thereof, including without limitation in and to (i)
the patents which are identified on Schedule I attached hereto and herein
incorporated by this reference, (ii) the applications for patents which are
identified on Schedule II attached hereto and herein incorporated by this
reference, together with any and all patents issued with respect thereto, (iii)
all inventions owned by Debtor based upon, incorporated in, derived from,
incorporating or relating to the items identified on said schedules, together
with any and all counterpart patents in the United States and any and all
improvement patents reissues, reexaminations, continuations,
continuations-in-part and divisions respecting such inventions (collectively,
the "Patents"), and (iv) all actions for past, present and future infringement
concerning the foregoing.

         Debtor agrees that if any person, firm or corporation shall do or
perform any acts which Secured Party believes to constitute an infringement of
any Patent, or violate or infringe any rights of Debtor in any Patent, or if any
person, firm or corporation shall do or perform any acts which Secured Party
believes to constitute an unauthorized or unlawful manufacture, sale or use of
any invention protected by any Patent, then and in any such event, upon, and
during the continuance of, an Event of Default (as defined in the Loan
Documents) Secured Party may and shall have the right to take such steps and
institute such suits or proceedings as Secured Party may deem advisable or
necessary to prevent such acts and conduct and to secure damages and other
relief by reason thereof, and generally to take such steps as may be advisable
or necessary or proper for the full protection of the rights of the parties.
Secured Party may take such steps or institute such suits or proceedings in its
own name or in the name of Debtor or in the names of the parties jointly.

         The terms and conditions of the security interest granted hereby are
contained in the Loan Documents, between Debtor and Secured Party. The security
interest granted hereby is as security for Debtor's performance of Debtor's
obligations identified in the Loan Documents as being secured thereby. Nothing
contained in this Memorandum of Security Interest in Patents shall be construed
as (i) limiting any interest which Secured


<PAGE>   2


Party may have in any other collateral described in the Loan Documents or
otherwise or (ii) a present assignment of patents, patent applications or any of
the other aforementioned property rights listed.

         Upon and during the occurrence of an Event of Default as defined in the
Loan Documents, Secured Party may exercise all rights and remedies described
therein, and Debtor hereby authorizes Secured Party to make, constitute and
appoint any officer or agent of Secured Party as Secured Party may select, in
its sole discretion, as Debtor's true and lawful attorney-in-fact, with power
(upon Secured Party's notice to Debtor of its intention to do so) to (a) enforce
its security against any of the Patents, (b) grant or issue any exclusive or
non-exclusive license under the Patents to anyone, or (c) assign, pledge, convey
or otherwise transfer title in or dispose of the Patents to anyone. Debtor
hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof. Secured Party shall have, in addition to all other rights and
remedies given it by the terms of the Security Agreement and this Memorandum of
Security Interest in Patents, all rights and remedies allowed by law.

         IN WITNESS WHEREOF the undersigned have duly executed hereunto this
Memorandum of Security Interest in Patents as of the 3rd day of January, 1997.

"Secured Party:"                     "Debtor:"

CITY NATIONAL BANK,                  INTERNATIONAL REMOTE
a national banking                   SYSTEMS, INC., a California
association                          corporation




By: /s/ Bruce Corey                  By: /s/ Martin S. McDermut
    --------------------                 --------------------------
    Bruce Corey                          Martin S. McDermut

    Its: Vice President                  Its: Vice President, Finance and
                                              Administration and Chief Financial
                                              Officer


                                       -2-


<PAGE>   3
                                                                EXHIBIT 10.10(k)

                   MEMORANDUM OF SECURITY INTEREST IN PATENTS


         PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC., a Delaware Corporation,
formerly known as PSII Acquisition Corp. whose address is 9162 Eton Avenue,
Chatsworth, California 91311 ("Debtor"), does hereby grant to CITY NATIONAL
BANK, a national banking association, whose address is 400 N. Roxbury Drive,
Suite 500, Beverly Hills, California 90210, ("Secured Party"), pursuant to an
Amended and Restated Promissory Note and Supplemental Terms Letter, Change in
Terms Agreement and Supplemental Terms Letter and Security Agreement and any and
all loan documents between the parties hereto, (hereinafter collectively
referred to as "Loan Documents"), a security interest in and to all of Debtor's
right, title and interest in all patents and rights and interests of every kind
or nature in patents and inventions protectable by patent, whether now owned or
hereafter created or acquired and all renewals and extensions thereof, including
without limitation in and to (i) the patents which are identified on Schedule I
attached hereto and herein incorporated by this reference, (ii) the applications
for patents which are identified on Schedule II attached hereto and herein
incorporated by this reference, together with any and all patents issued with
respect thereto, (iii) all inventions owned by Debtor based upon, incorporated
in, derived from, incorporating or relating to the items identified on said
schedules, together with any and all counterpart patents in the United States
and any and all improvement patents reissues, reexaminations, continuations,
continuations-in-part and divisions respecting such inventions (collectively,
the "Patents"), and (iv) all actions for past, present and future infringement
concerning the foregoing.

         Debtor agrees that if any person, firm or corporation shall do or
perform any acts which Secured Party believes to constitute an infringement of
any Patent, or violate or infringe any rights of Debtor in any Patent, or if any
person, firm or corporation shall do or perform any acts which Secured Party
believes to constitute an unauthorized or unlawful manufacture, sale or use of
any invention protected by any Patent, then and in any such event, upon, and
during the continuance of, an Event of Default (as defined in the Loan
Documents) Secured Party may and shall have the right to take such steps and
institute such suits or proceedings as Secured Party may deem advisable or
necessary to prevent such acts and conduct and to secure damages and other
relief by reason thereof, and generally to take such steps as may be advisable
or necessary or proper for the full protection of the rights of the parties.
Secured Party may take such steps or institute such suits or proceedings in its
own name or in the name of Debtor or in the names of the parties jointly.

         The terms and conditions of the security interest granted hereby are
contained in the Loan Documents, between Debtor and Secured Party. The security
interest granted hereby is as security for Debtor's performance of Debtor's
obligations identified in the Loan Documents as being secured thereby. Nothing
contained in this Memorandum of Security Interest in Patents shall be construed
as (i) limiting any interest which Secured


<PAGE>   4


Party may have in any other collateral described in the Loan Documents or
otherwise or (ii) a present assignment of patents, patent applications or any of
the other aforementioned property rights listed.

         Upon and during the occurrence of an Event of Default as defined in the
Loan Documents, Secured Party may exercise all rights and remedies described
therein, and Debtor hereby authorizes Secured Party to make, constitute and
appoint any officer or agent of Secured Party as Secured Party may select, in
its sole discretion, as Debtor's true and lawful attorney-in-fact, with power
(upon Secured Party's notice to Debtor of its intention to do so) to (a) enforce
its security against any of the Patents, (b) grant or issue any exclusive or
non-exclusive license under the Patents to anyone, or (c) assign, pledge, convey
or otherwise transfer title in or dispose of the Patents to anyone. Debtor
hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof. Secured Party shall have, in addition to all other rights and
remedies given it by the terms of the Security Agreement and this Memorandum of
Security Interest in Patents, all rights and remedies allowed by law.

         IN WITNESS WHEREOF the undersigned have duly executed hereunto this
Memorandum of Security Interest in Patents as of the 3rd day of January, 1997.

"Secured Party:"                     "Debtor:"

CITY NATIONAL BANK, a national       PERCEPTIVE SCIENTIFIC
banking association                  INSTRUMENTS, INC., a
                                     Delaware Corporation



By: /s/ Bruce Corey                  By: /s/ Martin S. McDermut
    ------------------------             ----------------------------
    Bruce Corey                          Martin S. McDermut

    Its:  Vice President                 Its: Vice President and Chief Financial
                                              Officer


                                       -2-


<PAGE>   5
                                                                Exhibit 10.10(k)

                   MEMORANDUM OF SECURITY INTEREST IN PATENTS


         STATSPIN, INC., a Massachusetts Corporation, formerly known as Statspin
Technologies and Norfolk Scientific, Inc. whose address is 9162 Eton Avenue,
Chatsworth, California 91311 ("Debtor"), does hereby grant to CITY NATIONAL
BANK, a national banking association, whose address is 400 N. Roxbury Drive,
Suite 500, Beverly Hills, California 90210, ("Secured Party"), pursuant to an
Amended and Restated Promissory Note and Supplemental Terms Letter, Change in
Terms Agreement and Supplemental Terms Letter and Security Agreement and any and
all loan documents between the parties hereto, (hereinafter collectively
referred to as "Loan Documents"), a security interest in and to all of Debtor's
right, title and interest in all patents and rights and interests of every kind
or nature in patents and inventions protectable by patent, whether now owned or
hereafter created or acquired and all renewals and extensions thereof, including
without limitation in and to (i) the patents which are identified on Schedule I
attached hereto and herein incorporated by this reference, (ii) the applications
for patents which are identified on Schedule II attached hereto and herein
incorporated by this reference, together with any and all patents issued with
respect thereto, (iii) all inventions owned by Debtor based upon, incorporated
in, derived from, incorporating or relating to the items identified on said
schedules, together with any and all counterpart patents in the United States
and any and all improvement patents reissues, reexaminations, continuations,
continuations-in-part and divisions respecting such inventions (collectively,
the "Patents"), and (iv) all actions for past, present and future infringement
concerning the foregoing.

         Debtor agrees that if any person, firm or corporation shall do or
perform any acts which Secured Party believes to constitute an infringement of
any Patent, or violate or infringe any rights of Debtor in any Patent, or if any
person, firm or corporation shall do or perform any acts which Secured Party
believes to constitute an unauthorized or unlawful manufacture, sale or use of
any invention protected by any Patent, then and in any such event, upon, and
during the continuance of, an Event of Default (as defined in the Loan
Documents) Secured Party may and shall have the right to take such steps and
institute such suits or proceedings as Secured Party may deem advisable or
necessary to prevent such acts and conduct and to secure damages and other
relief by reason thereof, and generally to take such steps as may be advisable
or necessary or proper for the full protection of the rights of the parties.
Secured Party may take such steps or institute such suits or proceedings in its
own name or in the name of Debtor or in the names of the parties jointly.

         The terms and conditions of the security interest granted hereby are
contained in the Loan Documents, between Debtor and Secured Party. The security
interest granted hereby is as security for Debtor's performance of Debtor's
obligations identified in the Loan Documents as being secured thereby. Nothing
contained in this Memorandum of Security Interest in Patents shall be construed
as (i) limiting any interest which Secured


<PAGE>   6


Party may have in any other collateral described in the Loan Documents or
otherwise or (ii) a present assignment of patents, patent applications or any of
the other aforementioned property rights listed.

         Upon and during the occurrence of an Event of Default as defined in the
Loan Documents, Secured Party may exercise all rights and remedies described
therein, and Debtor hereby authorizes Secured Party to make, constitute and
appoint any officer or agent of Secured Party as Secured Party may select, in
its sole discretion, as Debtor's true and lawful attorney-in-fact, with power
(upon Secured Party's notice to Debtor of its intention to do so) to (a) enforce
its security against any of the Patents, (b) grant or issue any exclusive or
non-exclusive license under the Patents to anyone, or (c) assign, pledge, convey
or otherwise transfer title in or dispose of the Patents to anyone. Debtor
hereby ratifies all that such attorney shall lawfully do or cause to be done by
virtue hereof. Secured Party shall have, in addition to all other rights and
remedies given it by the terms of the Security Agreement and this Memorandum of
Security Interest in Patents, all rights and remedies allowed by law.

         IN WITNESS WHEREOF the undersigned have duly executed hereunto this
Memorandum of Security Interest in Patents as of the 3rd day of January, 1997.

"Secured Party:"                     "Debtor:"

CITY NATIONAL BANK,                  STATSPIN, INC.,
a national banking association       a Massachusetts Corporation



By: /s/ Bruce Corey                  By: /s/ Martin S. McDermut
    ------------------------             -----------------------------
    Bruce Corey                          Martin S. McDermut

    Its: Vice President                  Its: Vice President and Chief Financial
                                              Officer


                                       -2-


<PAGE>   7

                                                                Exhibit 10.10(k)

[GRAPHIC OMITTED](R)  CITY NATIONAL                           SECURITY AGREEMENT
 BANK                                                      STOCK/BOND COLLATERAL


                  In consideration of the covenants and agreements contained
herein, and financial accommodations given, to be given or continued, the
undersigned Debtor hereby, pursuant to the California Uniform Commercial Code
("Code"), grants to CITY NATIONAL BANK, a national banking association ("CNB"),
as secured party, a security interest in all of the Collateral described in the
Collateral Description below. The security interest created by this Agreement
attaches immediately upon execution hereof, or as soon as Debtor acquires rights
to the Collateral, and secures payment of any and all of (a) Debtor's
indebtedness (including all debts, obligations, or liabilities now or hereafter
existing, absolute or contingent, direct or indirect, matured or unmatured and
including undisbursed future advances) to CNB; (b) amounts due CNB for its
performance of Debtor's obligations under this Agreement; and (c) amounts due
CNB in its enforcement of its rights and remedies under this Agreement
(collectively, the "Indebtedness").


DEBTOR(S)

         a.       PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC., a Delaware
                  Corporation; formerly known as PSII Acquisition Corp. Name

         b.       9162 Eton Avenue, Chatsworth, California 91311
                  Mailing Address

SECURED PARTY--CITY NATIONAL BANK (Transit and A.B.A. No.: 16-1606/1220)

Mailing  Address:      City National Bank
                       400 North Roxbury Drive, Fifth Floor
                       Beverly Hills, California 90210

COLLATERAL DESCRIPTION: Securities delivered to CNB, consisting of the
following:(i) 250 `A' shares of ordinary stock of Perceptive Scientific
International Limited, a United Kingdom company, (ii) 750 `B' shares of ordinary
stock of Perceptive Scientific International Limited, (iii) 399,000 Preference
shares of Perceptive Scientific International Limited, (all of the foregoing
shares of stock collectively, the "Stock").


I.       WARRANTIES AND REPRESENTATIONS.  Debtor warrants and represents:

1.       DEBTOR'S TITLE. Debtor owns directly, or indirectly through a
         wholly-owned subsidiary, all Collateral; all Collateral is genuine;
         and, except as CNB has expressly consented to in writing, no other
         person, entity, agency or government has or purports to have any right,
         title, lien, encumbrance, claim or interest in any Collateral and there
         is no financing statement on file anywhere covering or affecting the
         Collateral.

2.       DEBTOR'S AUTHORITY.  Debtor has authority to enter into this Agreement.

3.       VALIDITY AND ENFORCEABILITY. All Collateral is bona fide, enforceable
         according to its terms and free from all defenses, claims, defaults,
         prepayments, setoffs and conditions precedent. All persons obligated on
         Collateral have authority and capacity to contract. All Collateral
         complies with all applicable laws concerning form, content, manner of
         preparation and execution.


<PAGE>   8

4.       INFORMATION. Any and all information related to the Collateral now or
         hereafter supplied to CNB by Debtor or at Debtor's request or
         instruction is complete, true and correct.

II.      COVENANTS AND AGREEMENTS.  Debtor covenants and agrees:

1.       GENERAL POWERS OVER COLLATERAL. Debtor shall retain all voting rights
         and other corporate powers relating to the Stock unless and until (i)
         an Event of Default occurs and (ii) CNB declares all Indebtedness
         immediately due and payable. Thereafter, Debtor is authorized CNB to
         transfer the Collateral to its own or nominee's name, and to perform
         any and all acts which CNB believes in good faith to be necessary or
         desirable to protect or preserve the Collateral, its value or CNB's
         security interest therein. These acts include, but are not limited to,
         voting, exercising options, warrants or conversion rights, tendering
         Collateral, entering into extension, reorganization, deposit, merger or
         consolidation agreements, compromising disputes and repledging the
         Collateral.

2.       NOTICE OF CHANGES IN INFORMATION, NAME, STRUCTURE OR LITIGATION. Debtor
         shall immediately notify CNB of (a) any adverse changes in Debtor's
         financial condition or operations or in any financial or other
         information provided to CNB; (b) any change in Debtor's residence,
         chief executive office, mailing address, name, trade name, and, if
         Debtor is an organization, its identity or corporate structure; (c) any
         new openings of places of business by Debtor; (d) any material
         litigation pending or threatened against Debtor or affecting the
         Collateral or having a material adverse effect upon Debtor's business
         or financial condition or its properties; and (e) any unpaid taxes of
         Debtor which are more than fifteen (15) days delinquent.

3.       REPORTS; VERIFICATION; INSPECTION. Debtor shall provide CNB with such
         reports, accountings, documents and information as may be reasonably
         requested by CNB from time to time concerning the Collateral. Debtor
         shall mark its books and records as requested by CNB to show CNB's
         security interest in the Collateral therein. Debtor shall permit CNB,
         when requested, to inspect Debtor's locations and the Collateral and to
         inspect, examine, audit and copy any of Debtor's books, records,
         statements, correspondence and other data relating to Debtor's business
         and the Collateral. Debtor shall assemble and make such Collateral and
         data available to CNB as requested by CNB.

4.       DEFENSE OF TITLE. Debtor shall (a) appear in and defend any actions or
         proceedings purporting to affect CNB's security interest in or Debtor's
         or CNB's rights, powers or title to any Collateral; (b) take such
         actions which CNB deems reasonably necessary to keep the Collateral
         free and clear from all liens, encumbrances, claims, rights,
         counterclaims or defenses of others; and (c) pay such costs, expenses
         and attorneys' fees related to such actions.

5.       MAINTAIN WARRANTIES. Debtor shall maintain all of the Warranties and
         Representations stated above on an ongoing basis for all Collateral
         which Debtor hereafter acquires or creates until all of the
         Indebtedness, and any rights of Debtor to future advances from CNB, are
         fully discharged.

6.       DIVIDENDS, INTEREST, AND DISTRIBUTIONS. Debtor assigns and agrees to
         deliver to CNB promptly upon receipt all increases, profits, proceeds,
         interest, dividends, distributions, stock splits, substitutions and
         replacements with respect to the Collateral, as well as any securities
         or other rights into which the Collateral may be converted or for which
         the Collateral may be tendered or exercised, all of which shall be held
         by CNB as additional Collateral hereunder. Pending Debtor's delivery of
         any such additional Collateral to CNB, Debtor shall not commingle such
         additional Collateral with any of Debtor's other funds or property, but
         shall hold it separate and apart expressly in trust for CNB.
         Notwithstanding the foregoing, during any time when no Event of Default
         has occurred and is continuing, Debtor shall be entitled to receive and
         retain cash dividends (other than liquidating or other capital
         distributions), interest payments and like cash payments and
         distributions with respect to the Collateral which do not represent a
         payment or return of capital.

7.       TAXES, ASSESSMENTS, CHARGES, LIENS. Debtor shall pay and discharge when
         due all taxes, assessments, charges, liens and encumbrances now or
         hereafter affecting the Collateral.

8.       ADDITIONAL DOCUMENTS. Debtor shall execute, acknowledge and deliver to
         CNB any additional documents, assignments, or agreements that CNB, from
         time to time, deems necessary or advisable respecting the Collateral.


                                        2


<PAGE>   9


9.       GENERAL BUSINESS OPERATION. Debtor shall keep accurate and complete
         records regarding its business and the Collateral. Debtor shall conduct
         its business without voluntary interruption, except in the event of an
         emergency, and shall maintain all privileges, franchises, licenses and
         permits required to conduct its business.

10.      POWER OF ATTORNEY. In order to preserve and protect CNB's rights under
         this Agreement and in the Collateral, Debtor appoints CNB as its true
         and lawful attorney in fact, with full power of substitution, to
         perform any and all acts which Debtor is obligated to do or CNB is
         entitled to do under this Agreement. This power of attorney includes,
         but is not limited to, the right to collect the proceeds and profits of
         Collateral as Debtor might collect; release Collateral; receive, open
         and dispose of all mail addressed to Debtor; notify the Post Office to
         change the address for delivery of mail addressed to Debtor to such
         address as CNB shall designate; and endorse Debtor's name on all
         checks, drafts and other items remitted for payment with respect to the
         Collateral. Nothing herein shall obligate CNB to exercise any of the
         rights granted by this power of attorney. Debtor shall immediately
         reimburse CNB for any and all costs, attorneys' fees or expenses made
         or incurred by CNB (including attorneys' fees allocable to CNB's
         in-house counsel) while acting under this power of attorney.

11.      REIMBURSEMENT. Debtor shall reimburse and pay CNB upon demand any and
         all expenses, costs and attorneys' fees incurred by CNB, or allocable
         to CNB's in-house counsel, whether or not a lawsuit is filed, in the
         enforcement or exercise of any of CNB's rights, powers or remedies or
         performance of any of Debtor's obligations under this Agreement or the
         protection, preservation or disposition of the Collateral, with
         interest from the date of expenditure or when the fee became allocable
         at the rate set forth in the Indebtedness (and if this Agreement
         secures more than one Indebtedness, at the highest of the interest
         rates), or if the Indebtedness does not specify a rate of interest, at
         a rate of interest equal to CNB's Prime Rate, as it may exist from time
         to time, plus three percent (3.0%) per year, but in no event less than
         ten percent (10.0%) per year.

12.      DEBTOR'S WAIVERS. Debtor waives any rights to require CNB to proceed
         against any other person, to exhaust the Collateral or any other
         property securing the Indebtedness or to pursue any other remedies
         available to CNB.

13.      PURCHASE MONEY. If proceeds of any loan from CNB to Debtor are to
         enable Debtor to acquire rights in or the use of Collateral, Debtor
         shall use the loan proceeds for such purpose, and deliver the
         Collateral to CNB when requested by CNB.


III.     EVENTS OF DEFAULT. Debtor agrees that the occurrence of any of the
following shall constitute an "Event of Default" under this Agreement:

1.       Debtor's failure to pay when due any principal, interest or other
         amount due under any of the Indebtedness.

2.       Debtor's failure to perform or observe any of the terms, provisions,
         covenants, agreements or obligations contained in this Agreement,
         including but not limited to Section 7 of Article II, above,
         notwithstanding any subsequent satisfaction of that Section caused by
         an increase in the value of the Collateral.

3.       Any Warranty or Representation made in this Agreement is false or
         misleading.

4.       There shall occur an Event of Default under any promissory note,
         instrument or agreement evidencing any of the Indebtedness or executed
         in connection with any of the Indebtedness.


IV.      REMEDIES. Upon the occurrence of an Event of Default, in addition to
any other rights or remedies provided or allowed by law, Debtor understands and
agrees that CNB may, at its sole option, and without notice to Debtor, take one
or more of the following actions:

1.       ACCELERATION OF MATURITY. Declare all of Debtor's Indebtedness
         immediately due and payable.

2.       PERFORMANCE OF DEBTOR'S OBLIGATIONS BY CNB. Perform any of Debtor's
         obligations under this Agreement.


                                        3


<PAGE>   10


3.       POSSESSION AND PROTECTION. Take possession of that Collateral not
         already in CNB's possession; require Debtor or other persons in
         possession or control of Collateral to assemble it and make it
         available to CNB at such places as designated by CNB which are
         reasonably convenient to Debtor and CNB; enter upon such properties
         where the Collateral might be located; and take such actions as CNB
         deems necessary or appropriate to protect its interest in the
         Collateral.

4.       EXPENSES. Incur any expenses which CNB deems necessary in exercising
         any rights, remedies or powers under this Agreement or applicable law,
         including reasonable attorneys' fees and legal costs and expenses,
         whether or not a lawsuit is filed.

5.       ADDITIONAL COLLATERAL. Demand that Debtor provide enough additional
         Collateral to satisfy CNB.

6.       SETOFF. Exercise all rights of setoff to the same effect and in the
         same manner as if no Collateral had been given.

7.       NOTICE. Notify other interested persons or entities of the default,
         acceleration and other actions by CNB.

8.       SUIT, RETENTION OR DISPOSITION OF COLLATERAL. Sue the Debtor or any
         other person or entity liable for the Indebtedness; retain the
         Collateral in satisfaction of the Indebtedness and pay Debtor in cash
         for the fair value in excess of the debt; dispose of the Collateral and
         apply the proceeds of disposition to the Indebtedness and the costs,
         expenses and attorneys' fees which CNB has incurred pursuant to this
         Agreement (including attorneys' fees allocable to CNB's in-house
         counsel) in such order and manner as CNB desires.

V.       RULES TO CONSTRUE AGREEMENT.  Debtor understands and agrees that:

1.       DEFINITIONS. All terms used to describe the Collateral which are
         defined in the Code, shall have the respective meanings as such terms
         are so defined.

2.       TIME OF ESSENCE.  Time is of the essence of this Agreement.

3.       WAIVER. CNB's acceptance of partial or delinquent payments or failure
         of CNB to exercise any right or remedy shall not be a waiver of any
         obligation of Debtor or right of CNB nor constitute a modification of
         this Agreement, nor constitute a waiver of any other similar default
         subsequently occurring.

4.       COMPLETE AGREEMENT. This Agreement, together with any exhibits, is
         intended by CNB and Debtor as a final expression of their agreement and
         is intended as a complete statement of the terms and conditions of
         their agreement.

5.       ASSIGNMENTS, ETC. The provisions of this Agreement are hereby made
         applicable to and shall inure to the benefit of CNB's successors and
         assigns and bind Debtor's heirs, legatees, devisees, administrators,
         executors, successors and assigns.

6.       LAW GOVERNING. This Agreement shall be construed and governed by the
         laws of the State of California.

7.       MULTIPLE DEBTORS. When more than one Debtor signs this Agreement all
         agree that:

         a.       Construction - whenever the word "Debtor" appears in this
                  Agreement, it shall mean "each Debtor."

         b.       Breach - breach of any Covenant or Warranty by any Debtor may,
                  at CNB's option, be treated as a breach by all Debtors.

         c.       Liability - the liability of each Debtor is joint and several
                  and the discharge of any Debtor, for any reason other than
                  full payment, or any extension, forbearance, change of rate of
                  interest, or acceptance,


                                        4


<PAGE>   11


                  release or substitution of security or any impairment or
                  suspension of CNB's remedies or rights against one Debtor,
                  shall not affect the liability of any other Debtor.

         d.       Waiver - all Debtors waive the right to require CNB to proceed
                  against one Debtor before any other or to pursue any other
                  remedy in CNB's power.

8.       NOTICE. All notices to be provided under this Agreement shall be in
         writing and delivered, if to Debtor, at the address of its Chief
         Executive Office stated in this Agreement, and if to CNB, at its
         address stated in this Agreement, or such other address as one party
         shall give notice of to the other party as provided herein.

9.       SEVERABILITY. If any provision of this Agreement shall be held to be
         prohibited or unenforceable under applicable law, such provision shall
         be ineffective only to the extent of such prohibition or
         unenforceability, without invalidating the remainder of such provisions
         or any remaining provisions of this Agreement.

10.      HEADINGS. Section and subsection headings in this Agreement are
         included for convenience of reference only and shall not be a part of
         this Agreement for any purpose or be given any substantive effect.

11.      AMENDMENT OR MODIFICATION. No provision or term of this Agreement may
         be modified, amended or waived without the prior written consent of
         CNB.

Dated:                       As of January 3, 1997

PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC.




By: /s/ Martin S. McDermut
    --------------------------------
    Martin S. McDermut

    Its: Vice President and Chief Financial Officer



By: ________________________________
         (Signature and Title)



By: ________________________________
         (Signature and Title)


                                        5


<PAGE>   12
                                                                Exhibit 10.10(k)

[GRAPHIC OMITTED](R)  CITY NATIONAL                           SECURITY AGREEMENT
 BANK                                                      STOCK/BOND COLLATERAL




                  In consideration of the covenants and agreements contained
herein, and financial accommodations given, to be given or continued, the
undersigned Debtor hereby, pursuant to the California Uniform Commercial Code
("Code"), grants to CITY NATIONAL BANK, a national banking association ("CNB"),
as secured party, a security interest in all of the Collateral described in the
Collateral Description below. The security interest created by this Agreement
attaches immediately upon execution hereof, or as soon as Debtor acquires rights
to the Collateral, and secures payment of any and all of (a) Debtor's
indebtedness (including all debts, obligations, or liabilities now or hereafter
existing, absolute or contingent, direct or indirect, matured or unmatured and
including undisbursed future advances) to CNB; (b) amounts due CNB for its
performance of Debtor's obligations under this Agreement; and (c) amounts due
CNB in its enforcement of its rights and remedies under this Agreement
(collectively, the "Indebtedness").


DEBTOR(S)

         a.       INTERNATIONAL REMOTE IMAGING SYSTEMS, INC., a Delaware
                  Corporation Name

         b.       9162 Eton Avenue, Chatsworth, California 91311
                  Mailing Address

SECURED PARTY--CITY NATIONAL BANK (Transit and A.B.A. No.: 16-1606/1220)

Mailing Address:      City National Bank
                      400 North Roxbury Drive, Fifth Floor
                      Beverly Hills, California 90210

COLLATERAL DESCRIPTION: Securities delivered to CNB, consisting of the
following:(i) 1,000 shares of common stock of PSII Acquisition Corp., a Delaware
corporation currently known as Perceptive Scientific Instruments, Inc. and (ii)
100 shares of common stock of Statspin Acquisition Corporation, a Massachusetts
corporation currently known as Statspin, Inc. (all of the foregoing shares of
stock collectively, the "Stock").


I.       WARRANTIES AND REPRESENTATIONS. Debtor warrants and represents:

I.       DEBTOR'S TITLE. Debtor owns directly, or indirectly through a
         wholly-owned subsidiary, all Collateral; all Collateral is genuine;
         and, except as CNB has expressly consented to in writing, no other
         person, entity, agency or government has or purports to have any right,
         title, lien, encumbrance, claim or interest in any Collateral and there
         is no financing statement on file anywhere covering or affecting the
         Collateral.

II.      DEBTOR'S AUTHORITY.  Debtor has authority to enter into this Agreement.

III.     VALIDITY AND ENFORCEABILITY. All Collateral is bona fide, enforceable
         according to its terms and free from all defenses, claims, defaults,
         prepayments, setoffs and conditions precedent. All persons obligated on
         Collateral have authority and capacity to contract. All Collateral
         complies with all applicable laws concerning form, content, manner of
         preparation and execution.


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IV.      INFORMATION. Any and all information related to the Collateral now or
         hereafter supplied to CNB by Debtor or at Debtor's request or
         instruction is complete, true and correct.


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II.      COVENANTS AND AGREEMENTS.  Debtor covenants and agrees:

1.       GENERAL POWERS OVER COLLATERAL. Debtor shall retain all voting rights
         and other corporate powers relating to the Stock unless and until (i)
         an Event of Default occurs and (ii) CNB declares all Indebtedness
         immediately due and payable. Thereafter, Debtor is authorized CNB to
         transfer the Collateral to its own or nominee's name, and to perform
         any and all acts which CNB believes in good faith to be necessary or
         desirable to protect or preserve the Collateral, its value or CNB's
         security interest therein. These acts include, but are not limited to,
         voting, exercising options, warrants or conversion rights, tendering
         Collateral, entering into extension, reorganization, deposit, merger or
         consolidation agreements, compromising disputes and repledging the
         Collateral.

2.       NOTICE OF CHANGES IN INFORMATION, NAME, STRUCTURE OR LITIGATION. Debtor
         shall immediately notify CNB of (a) any adverse changes in Debtor's
         financial condition or operations or in any financial or other
         information provided to CNB; (b) any change in Debtor's residence,
         chief executive office, mailing address, name, trade name, and, if
         Debtor is an organization, its identity or corporate structure; (c) any
         new openings of places of business by Debtor; (d) any material
         litigation pending or threatened against Debtor or affecting the
         Collateral or having a material adverse effect upon Debtor's business
         or financial condition or its properties; and (e) any unpaid taxes of
         Debtor which are more than fifteen (15) days delinquent.

3.       REPORTS; VERIFICATION; INSPECTION. Debtor shall provide CNB with such
         reports, accountings, documents and information as may be reasonably
         requested by CNB from time to time concerning the Collateral. Debtor
         shall mark its books and records as requested by CNB to show CNB's
         security interest in the Collateral therein. Debtor shall permit CNB,
         when requested, to inspect Debtor's locations and the Collateral and to
         inspect, examine, audit and copy any of Debtor's books, records,
         statements, correspondence and other data relating to Debtor's business
         and the Collateral. Debtor shall assemble and make such Collateral and
         data available to CNB as requested by CNB.

4.       DEFENSE OF TITLE. Debtor shall (a) appear in and defend any actions or
         proceedings purporting to affect CNB's security interest in or Debtor's
         or CNB's rights, powers or title to any Collateral; (b) take such
         actions which CNB deems reasonably necessary to keep the Collateral
         free and clear from all liens, encumbrances, claims, rights,
         counterclaims or defenses of others; and (c) pay such costs, expenses
         and attorneys' fees related to such actions.

5.       MAINTAIN WARRANTIES. Debtor shall maintain all of the Warranties and
         Representations stated above on an ongoing basis for all Collateral
         which Debtor hereafter acquires or creates until all of the
         Indebtedness, and any rights of Debtor to future advances from CNB, are
         fully discharged.

6.       DIVIDENDS, INTEREST, AND DISTRIBUTIONS. Debtor assigns and agrees to
         deliver to CNB promptly upon receipt all increases, profits, proceeds,
         interest, dividends, distributions, stock splits, substitutions and
         replacements with respect to the Collateral, as well as any securities
         or other rights into which the Collateral may be converted or for which
         the Collateral may be tendered or exercised, all of which shall be held
         by CNB as additional Collateral hereunder. Pending Debtor's delivery of
         any such additional Collateral to CNB, Debtor shall not commingle such
         additional Collateral with any of Debtor's other funds or property, but
         shall hold it separate and apart expressly in trust for CNB.
         Notwithstanding the foregoing, during any time when no Event of Default
         has occurred and is continuing, Debtor shall be entitled to receive and
         retain cash dividends (other than liquidating or other capital
         distributions), interest payments and like cash payments and
         distributions with respect to the Collateral which do not represent a
         payment or return of capital.

7.       TAXES, ASSESSMENTS, CHARGES, LIENS. Debtor shall pay and discharge when
         due all taxes, assessments, charges, liens and encumbrances now or
         hereafter affecting the Collateral.

8.       ADDITIONAL DOCUMENTS. Debtor shall execute, acknowledge and deliver to
         CNB any additional documents, assignments, or agreements that CNB, from
         time to time, deems necessary or advisable respecting the Collateral.


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9.       GENERAL BUSINESS OPERATION. Debtor shall keep accurate and complete
         records regarding its business and the Collateral. Debtor shall conduct
         its business without voluntary interruption, except in the event of an
         emergency, and shall maintain all privileges, franchises, licenses and
         permits required to conduct its business.

10.      POWER OF ATTORNEY. In order to preserve and protect CNB's rights under
         this Agreement and in the Collateral, Debtor appoints CNB as its true
         and lawful attorney in fact, with full power of substitution, to
         perform any and all acts which Debtor is obligated to do or CNB is
         entitled to do under this Agreement. This power of attorney includes,
         but is not limited to, the right to collect the proceeds and profits of
         Collateral as Debtor might collect; release Collateral; receive, open
         and dispose of all mail addressed to Debtor; notify the Post Office to
         change the address for delivery of mail addressed to Debtor to such
         address as CNB shall designate; and endorse Debtor's name on all
         checks, drafts and other items remitted for payment with respect to the
         Collateral. Nothing herein shall obligate CNB to exercise any of the
         rights granted by this power of attorney. Debtor shall immediately
         reimburse CNB for any and all costs, attorneys' fees or expenses made
         or incurred by CNB (including attorneys' fees allocable to CNB's
         in-house counsel) while acting under this power of attorney.

11.      REIMBURSEMENT. Debtor shall reimburse and pay CNB upon demand any and
         all expenses, costs and attorneys' fees incurred by CNB, or allocable
         to CNB's in-house counsel, whether or not a lawsuit is filed, in the
         enforcement or exercise of any of CNB's rights, powers or remedies or
         performance of any of Debtor's obligations under this Agreement or the
         protection, preservation or disposition of the Collateral, with
         interest from the date of expenditure or when the fee became allocable
         at the rate set forth in the Indebtedness (and if this Agreement
         secures more than one Indebtedness, at the highest of the interest
         rates), or if the Indebtedness does not specify a rate of interest, at
         a rate of interest equal to CNB's Prime Rate, as it may exist from time
         to time, plus three percent (3.0%) per year, but in no event less than
         ten percent (10.0%) per year.

12.      DEBTOR'S WAIVERS. Debtor waives any rights to require CNB to proceed
         against any other person, to exhaust the Collateral or any other
         property securing the Indebtedness or to pursue any other remedies
         available to CNB.

13.      PURCHASE MONEY. If proceeds of any loan from CNB to Debtor are to
         enable Debtor to acquire rights in or the use of Collateral, Debtor
         shall use the loan proceeds for such purpose, and deliver the
         Collateral to CNB when requested by CNB.


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III.     EVENTS OF DEFAULT. Debtor agrees that the occurrence of any of the
following shall constitute an "Event of Default" under this Agreement:

1.       Debtor's failure to pay when due any principal, interest or other
         amount due under any of the Indebtedness.

2.       Debtor's failure to perform or observe any of the terms, provisions,
         covenants, agreements or obligations contained in this Agreement,
         including but not limited to Section 7 of Article II, above,
         notwithstanding any subsequent satisfaction of that Section caused by
         an increase in the value of the Collateral.

3.       Any Warranty or Representation made in this Agreement is false or
         misleading.

4.       There shall occur an Event of Default under any promissory note,
         instrument or agreement evidencing any of the Indebtedness or executed
         in connection with any of the Indebtedness.


IV.      REMEDIES. Upon the occurrence of an Event of Default, in addition to
any other rights or remedies provided or allowed by law, Debtor understands and
agrees that CNB may, at its sole option, and without notice to Debtor, take one
or more of the following actions:

1.       ACCELERATION OF MATURITY. Declare all of Debtor's Indebtedness
         immediately due and payable.

2.       PERFORMANCE OF DEBTOR'S OBLIGATIONS BY CNB. Perform any of Debtor's
         obligations under this Agreement.

3.       POSSESSION AND PROTECTION. Take possession of that Collateral not
         already in CNB's possession; require Debtor or other persons in
         possession or control of Collateral to assemble it and make it
         available to CNB at such places as designated by CNB which are
         reasonably convenient to Debtor and CNB; enter upon such properties
         where the Collateral might be located; and take such actions as CNB
         deems necessary or appropriate to protect its interest in the
         Collateral.

4.       EXPENSES. Incur any expenses which CNB deems necessary in exercising
         any rights, remedies or powers under this Agreement or applicable law,
         including reasonable attorneys' fees and legal costs and expenses,
         whether or not a lawsuit is filed.

5.       ADDITIONAL COLLATERAL. Demand that Debtor provide enough additional
         Collateral to satisfy CNB.

6.       SETOFF. Exercise all rights of setoff to the same effect and in the
         same manner as if no Collateral had been given.

7.       NOTICE. Notify other interested persons or entities of the default,
         acceleration and other actions by CNB.

8.       SUIT, RETENTION OR DISPOSITION OF COLLATERAL. Sue the Debtor or any
         other person or entity liable for the Indebtedness; retain the
         Collateral in satisfaction of the Indebtedness and pay Debtor in cash
         for the fair value in excess of the debt; dispose of the Collateral and
         apply the proceeds of disposition to the Indebtedness and the costs,
         expenses and attorneys' fees which CNB has incurred pursuant to this
         Agreement (including attorneys' fees allocable to CNB's in-house
         counsel) in such order and manner as CNB desires.

V.       RULES TO CONSTRUE AGREEMENT.  Debtor understands and agrees that:

1.       DEFINITIONS. All terms used to describe the Collateral which are
         defined in the Code, shall have the respective meanings as such terms
         are so defined.

2.       TIME OF ESSENCE.  Time is of the essence of this Agreement.


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3.       WAIVER. CNB's acceptance of partial or delinquent payments or failure
         of CNB to exercise any right or remedy shall not be a waiver of any
         obligation of Debtor or right of CNB nor constitute a modification of
         this Agreement, nor constitute a waiver of any other similar default
         subsequently occurring.

4.       COMPLETE AGREEMENT. This Agreement, together with any exhibits, is
         intended by CNB and Debtor as a final expression of their agreement and
         is intended as a complete statement of the terms and conditions of
         their agreement.

5.       ASSIGNMENTS, ETC. The provisions of this Agreement are hereby made
         applicable to and shall inure to the benefit of CNB's successors and
         assigns and bind Debtor's heirs, legatees, devisees, administrators,
         executors, successors and assigns.

6.       LAW GOVERNING. This Agreement shall be construed and governed by the
         laws of the State of California.

7.       MULTIPLE DEBTORS. When more than one Debtor signs this Agreement all
         agree that:

         a.       Construction - whenever the word "Debtor" appears in this
                  Agreement, it shall mean "each Debtor."

         b.       Breach - breach of any Covenant or Warranty by any Debtor may,
                  at CNB's option, be treated as a breach by all Debtors.

         c.       Liability - the liability of each Debtor is joint and several
                  and the discharge of any Debtor, for any reason other than
                  full payment, or any extension, forbearance, change of rate of
                  interest, or acceptance, release or substitution of security
                  or any impairment or suspension of CNB's remedies or rights
                  against one Debtor, shall not affect the liability of any
                  other Debtor.

         d.       Waiver - all Debtors waive the right to require CNB to proceed
                  against one Debtor before any other or to pursue any other
                  remedy in CNB's power.

8.       NOTICE. All notices to be provided under this Agreement shall be in
         writing and delivered, if to Debtor, at the address of its Chief
         Executive Office stated in this Agreement, and if to CNB, at its
         address stated in this Agreement, or such other address as one party
         shall give notice of to the other party as provided herein.

9.       SEVERABILITY. If any provision of this Agreement shall be held to be
         prohibited or unenforceable under applicable law, such provision shall
         be ineffective only to the extent of such prohibition or
         unenforceability, without invalidating the remainder of such provisions
         or any remaining provisions of this Agreement.

10.      HEADINGS. Section and subsection headings in this Agreement are
         included for convenience of reference only and shall not be a part of
         this Agreement for any purpose or be given any substantive effect.

11.      AMENDMENT OR MODIFICATION. No provision or term of this Agreement may
         be modified, amended or waived without the prior written consent of
         CNB.


Dated:                                 As of January 3, 1997

INTERNATIONAL REMOTE IMAGING SERVICES, INC.:



By: /s/ Martin S. McDermut
    ------------------------------
    Martin S. McDermut

    Its: Vice President and Chief Financial Officer


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By: ______________________________
         (Signature and Title)



By: ______________________________
         (Signature and Title)