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                                                                 EXHIBIT 10.1(f)




                        SECURITY AGREEMENT - STOCK PLEDGE


                 This SECURITY AGREEMENT - STOCK PLEDGE (as may hereafter be
amended, supplemented or restated from time-to-time in accordance with the
terms hereof, this "Agreement"), dated as of May 5, 1998 is entered into by and
between PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC., a Delaware corporation
("Pledgor"), and FOOTHILL CAPITAL CORPORATION, a California corporation
("Foothill"), in light of the following facts:

                                R E C I T A L S

                 A.       Borrowers and Foothill are contemporaneously herewith
entering into that certain Loan and Security Agreement, of even date herewith
(as may hereafter be amended, supplemented or restated from time-to-time in
accordance with the terms thereof, the "Loan Agreement");

                 B.       Pledgor is the record owner of all of the shares of
capital stock of Perceptive Scientific International, LTD, a corporation
organized under the laws of Britain and Wales (the "Company"); and

                 C.       Pledgor and Foothill are entering into this Agreement
as additional security for the Obligations.

                               A G R E E M E N T

                 NOW THEREFORE, in consideration of the mutual promises,
covenants, conditions, representations, and warranties hereinafter set forth
and for other good and valuable consideration, the parties hereto mutually
agree as follows:

                 1.       DEFINITIONS AND CONSTRUCTION.

                          1.1     DEFINITIONS.  All initially capitalized terms
used but not defined in this Agreement shall have the meanings assigned to such
terms in the Loan Agreement.  In addition, the following terms, as used in this
Agreement, have the following meanings:

                                  "Bankruptcy Code" means Bankruptcy Reform Act
of 1978 (11 U.S.C. Sections 101-1330), as amended or supplemented from time to
time, and any successor statute, and any and all rules issued or promulgated in
connection therewith.

                                  "Borrowers" means International Remote
Imaging Systems, Inc., Pledgor and StatSpin, Inc.




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                                  "Code" means the California Uniform
Commercial Code, as amended and supplemented from time to time, and any
successor statute.

                                  "Collateral" means all of the following:

                                  (i)      165 shares of the outstanding A
Ordinary Shares of the Company which shares constitute 66% of the outstanding A
Ordinary Shares of the Company;

                                  (ii)     495 shares of the outstanding B
Ordinary Shares of the Company which shares constitute 66% of the outstanding B
Ordinary Shares of the Company;

                                  (iii)    263,340 shares of the outstanding
Preference Shares of the Company which shares constitute 66% of the outstanding
Preference Shares of the Company;

                                  (iv)     All of the hereafter acquired
ordinary shares or preference shares of the Company in which Pledgor has an
interest;

                                  (v)      All of Pledgor's presently existing
and hereafter arising share subscription warrants, share options, or other
rights to the Company's capital shares and all rights represented thereby (the
"Options"); and

                                  (vi)     The proceeds of each of the
foregoing, including any and all dividends, cash, stock, instruments, and other
property from time to time received, receivable, or otherwise distributed in
respect of or in exchange for the Shares or Options (the "Proceeds").

                                  "Event of Default" has the meaning given to
such term in Section 10.

                                  "Obligations" means all obligations,
liabilities, and indebtedness of Pledgor to Foothill, whether direct, indirect,
liquidated, or contingent, and whether arising under this Agreement, the Loan
Agreement, any other of the Loan Documents, or otherwise.

                                  "'33 Act" means the Securities Act of 1933,
as amended and supplemented from time to time, and any successor statute, and
any and all rules promulgated in connection therewith.

                                  "Shares" means the Company's A Ordinary
Shares, B Ordinary Shares and Preference Shares included in the Collateral.

                          1.2     CONSTRUCTION.  Unless the context of this
Agreement clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, and the term
"including" is not limiting.  The words "hereof," "herein,"





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"hereby," "hereunder," and other similar terms refer to this Agreement as a
whole and not to any particular provision of this Agreement.  Any reference
herein to any document includes any and all alterations, amendments,
extensions, modifications, renewals, or supplements thereto or thereof, as
applicable.  Neither this Agreement nor any uncertainty or ambiguity herein
shall be construed or resolved against Foothill or Pledgor, whether under any
rule of construction or otherwise.  On the contrary, this Agreement has been
reviewed by Pledgor, Foothill, and their respective counsel, and shall be
construed and interpreted according to the ordinary meaning of the words used
so as to fairly accomplish the purposes and intentions of Foothill and Pledgor.

                 2.       PLEDGE.  As security for the prompt and complete
payment and performance of the Obligations, Pledgor hereby delivers, pledges,
and grants to Foothill a continuing security interest in all of Pledgor's
now-owned or hereafter-acquired right, title, and interest in and to the
Collateral.  All certificates or instruments representing or evidencing the
Collateral shall be delivered promptly to and held by Foothill pursuant hereto
and shall be in suitable form for transfer or assignment in blank, all in form
and substance satisfactory to Foothill.


                 3.       FURTHER ASSURANCES.  Pledgor agrees that it shall
cooperate with Foothill and shall execute and deliver, or cause to be executed
and delivered, to Foothill all stock powers, proxies, assignments, financing
statements, instruments, and other documents, and shall take all further
action, at the expense of Pledgor, from time to time requested by Foothill, in
order to maintain a continuing, first-priority, perfected security interest in
the Collateral in favor of Foothill, and to enable Foothill to exercise and
enforce its rights and remedies hereunder with respect to the Collateral, and
Pledgor agrees that it shall execute and deliver to Foothill at Foothill's
request any further applications, agreements, documents and instruments, and
shall perform any and all acts deemed necessary by Foothill to carry into
effect the terms, conditions, and provisions of this Agreement and the
transactions connected herewith.  Should Pledgor fail to execute or deliver any
such applications, agreements, documents, financing statements and instruments,
or to perform any such acts, Pledgor acknowledges that Foothill may execute and
deliver the same and perform such acts in the name of Pledgor and on its behalf
as its attorney-in-fact in accordance with Section 13.

                 4.       FOOTHILL'S DUTIES.  Foothill shall not have any
duties with respect to the Collateral other than the duty to use reasonable
care if the Collateral is in its possession.  In accordance with Section 9207
of the Code, Foothill shall be deemed to have used reasonable care if it
observes substantially the same standard of care with respect to the custody or
preservation of the Collateral as it observes with respect to similar assets
owned by Foothill.  Without limiting the generality of the foregoing, Foothill
shall not be under any obligation to take any steps to preserve rights in the
Collateral against any other parties, to sell the same if it threatens to
decline in value, or to exercise any rights represented thereby (including
rights with respect to calls, conversions, exchanges, maturities, or tenders);
provided, however, that Foothill may, at its option, do so, and any and all
expenses incurred in connection therewith shall be for the account of Pledgor.





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                 5.       VOTING RIGHTS; DIVIDENDS; ETC.  During the term of
this Agreement, and as long as no Event of Default has occurred and is
continuing:

                          5.1     Pledgor shall be entitled to exercise any and
all voting and other consensual rights pertaining to the Shares or any part
thereof; provided, however, no vote shall be cast or any consent, waiver or
ratification given or any action taken which would violate or be inconsistent
with the terms of this Agreement, the Loan Agreement or any other instrument or
agreement referred to therein or herein, or which could have the effect of
impairing the value of the Collateral or any part thereof or the position or
interest of Foothill therein.

                          5.2     Pledgor shall be entitled to receive and
retain any and all dividends and distributions paid in respect of the Shares;
provided, however, that any and all:

                                  (a)      dividends and distributions paid or
payable other than in cash in respect of, and any and all additional shares or
instruments or other property received, receivable, or otherwise distributed in
respect of, or in exchange for the Shares;

                                  (b)      dividends and distributions paid or
payable in cash in respect of any Shares in connection with a partial or total
liquidation or dissolution, merger, consolidation of the Company, or any
exchange of stock, conveyance of assets, or similar corporate reorganization;
and

                                  (c)      cash paid with respect to, payable,
or otherwise distributed on redemption of, or in exchange for, any Shares, shall
be forthwith delivered to Foothill to hold as Collateral and shall, if received
by Pledgor, be received in trust for the benefit of Foothill, be segregated from
the other property or funds of Pledgor, and be forthwith delivered to Foothill
as Collateral in the same form as so received (with any necessary endorsement),
and, if deemed appropriate by Foothill, Pledgor shall take such actions,
including the actions described in Section 2, as Foothill may require.

                 6.       REPRESENTATIONS, WARRANTIES, AND COVENANTS.  Pledgor
warrants, represents, and covenants that:

                          6.1     Pledgor is a corporation duly organized,
validly existing and in good standing under the laws of Delaware.

                          6.2     The execution, delivery and performance of
this Agreement are within Pledgor's powers, are not in conflict with the terms
of the Certificate of Incorporation or By-Laws or other organizational
agreement or instrument of Pledgor, and will not result in a breach of or
constitute a default under any material contract, obligation, indenture or
other instrument to which Pledgor is a party or by which Pledgor is bound; and
there is no material law, rule or regulation, nor is there any judgment, decree
or order of any court or





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governmental authority binding on Pledgor which would be contravened by the
execution, delivery, performance or enforcement of this Agreement.

                          6.3     Pledgor has taken all corporate action
necessary to authorize the execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby and thereby.  Upon its
execution and delivery in accordance with the terms hereof, this Agreement will
constitute legal, valid and binding agreements and obligations of Pledgor,
enforceable against Pledgor in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, and similar laws and
equitable principles affecting the enforcement of creditors' rights generally.

                          6.4     Other than United States and British federal
laws and state and provincial securities laws and rules, there are no
restrictions upon the transfer of any of the Collateral to or by Foothill;
Pledgor is the sole beneficial owner of the Collateral, and Pledgor has the
right to pledge and grant a security interest in or otherwise transfer such
Collateral free of any encumbrances or rights of third parties, except for
Permitted Liens.

                          6.5     All of the Collateral shall remain free from
all liens, claims, encumbrances, and purchase-money or other security interests
except as created hereby.  Pledgor shall not, without Foothill's prior written
consent, sell or otherwise dispose of any of the Collateral.

                          6.6     The execution and delivery of this Agreement,
and the delivery to Foothill of the certificate evidencing the Shares creates a
valid, perfected, and first-priority security interest in the Collateral in
favor of Foothill, and all actions necessary or desirable to such perfection
have been duly taken.

                          6.7     No authorization or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required either:  (a) for the grant by Pledgor of the security interest granted
hereby or for the execution, delivery, or performance of this Agreement by
Pledgor; (b) for the perfection of or exercise by Foothill of its rights and
remedies hereunder (except as may have been taken by or at the direction of
Pledgor or as may be required in connection with a disposition of the
Collateral by laws affecting the offering and sale of securities generally); or
(c) for the exercise by Foothill of the voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral pursuant to this
Agreement (except as may be required in connection with a disposition of the
Collateral by laws affecting the offering and sale of securities generally) and
any applicable antitrust laws.

                          6.8 The Company presently has issued and outstanding
the following shares which shares are owned by Pledgor:

                                  (a)      250 A Ordinary Shares,





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                                  (b)      750 B Ordinary Shares, and

                                  (c)      399,000 Preference Shares.

                          6.9     There are no presently existing Options.

                          6.10    The Shares has been duly and validly issued by
the Company, and are fully paid and nonassessable.

                          6.11    Pledgor has made its own arrangements for
keeping informed of changes or potential changes affecting the Collateral
(including, but not limited to, rights to convert, rights to subscribe, payment
of dividends, reorganization or other exchanges, tender offers, and voting
rights), and Pledgor agrees that Foothill shall not have any responsibility or
liability for informing Pledgor of any such changes or potential changes or for
taking any action or omitting to take any action with respect thereto.

                 7.       SHARE ADJUSTMENTS.  In the event that during the term
of this Agreement, any reclassification, readjustment, or other change is
declared or made in the capital structure of the Company, or any Option is
exercised, all new substituted and additional shares, options, or other
securities, issued or issuable to Pledgor by reason of any such change or
exercise shall be delivered to and held by Foothill under the terms of this
Agreement in the same manner as the Collateral originally pledged hereunder.

                 8.       OPTIONS.  In the event that during the term of this
Agreement Options shall be issued or exercised in connection with the
Collateral, such Options acquired by Pledgor shall be immediately assigned by
Pledgor to Foothill and all new shares or other securities so acquired by
Pledgor shall also be immediately assigned to Foothill to be held under the
terms of this Agreement in the same manner as the Collateral originally pledged
hereunder.

                 9.       CONSENT.  Pledgor hereby consents that, from time to
time, before or after the occurrence or existence of any Event of Default, with
or without notice to or assent from Pledgor, any other security at any time
held by or available to Foothill for any of the Obligations or any other
security at any time held by or available to Foothill of any other person,
firm, or corporation secondarily or otherwise liable for any of the
Obligations, may be exchanged, surrendered, or released and any of the
Obligations may be changed, altered, renewed, extended, continued, surrendered,
compromised, waived, or released, in whole or in part, as Foothill may see fit.
Pledgor shall remain bound under this Agreement notwithstanding any such
exchange, surrender, release, alteration, renewal, extension, continuance,
compromise, waiver, or inaction, or extension of further credit.

                 10.     EVENTS OF DEFAULT.  Any of the following events shall 
be an Event of Default:





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                 10.1     LOAN AGREEMENT.  An Event of Default shall occur as
defined in the Loan Agreement;

                 10.2     MISREPRESENTATION.  Any representation or warranty
made herein by Pledgor or in any document furnished to Foothill by Pledgor
under this Agreement is incorrect in any material respect when made or when
reaffirmed; and

                 10.3     BREACH.  Pledgor fails to observe or perform any
covenant, condition, or agreement to be observed or performed pursuant to the
terms hereof which materially and adversely affects Foothill.

                 11.      REMEDIES UPON DEFAULT.  Upon the occurrence and
continuance of an Event of Default, Foothill shall have, in addition to any
other rights given by law or in this Agreement, in the Loan Agreement, or in
any other agreement between Foothill and Pledgor, all of the rights and
remedies with respect to the Collateral of a secured party under the Code, and
also shall have, without limitation, the following rights, which Pledgor hereby
agrees to be commercially reasonable:

                          11.1    to transfer all or any part of the Collateral
into the Foothill's name or the name of its nominee or nominees;

                          11.2    all rights of Pledgor to exercise the voting
and other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 5.1 and to receive the dividends and distributions that it
would otherwise be authorized to receive and retain pursuant to Section 5.2
shall, at Foothill's option, cease, and all such rights shall, at Foothill's
option, thereupon become vested in Foothill, and Foothill shall, at its option,
thereupon have the sole right to exercise such voting and other consensual
rights and to receive and hold as Collateral such dividends and interest
payments.  Any payments received by Pledgor contrary to the provisions of this
Section shall be held in trust by Pledgor for the benefit of Foothill, shall be
segregated from other funds of Pledgor, and shall be promptly paid over to
Foothill, with any necessary endorsement;

                          11.3    to vote the Shares (whether or not
transferred into the name of the Foothill), and give all consents, waivers and
ratifications in respect of the Collateral and otherwise act with respect
thereto as though it were the outright owner thereof; PLEDGOR HEREBY
IRREVOCABLY CONSTITUTES AND APPOINTS FOOTHILL THE PROXY AND ATTORNEY-IN-FACT OF
PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO;
SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE
SOONER TO OCCUR OF: (a) THE INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS;
AND (b) MARCH 31, 2007.

                          11.4    at any time or from time to time, to sell,
assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any





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public or private sale, without demand of performance, advertisement or notice
of intention to sell or of the time or place of sale or adjournment thereof or
to redeem or otherwise (all of which are hereby waived by Pledgor), for cash,
on credit or for other property, for immediate or future delivery without any
assumption of credit risk, and for such price or prices and on such terms as
the Foothill in its absolute discretion may determine; provided, that at least
five days notice of the time and place of any such sale shall be given to
Pledgor.  Foothill shall not be obligated to make any such sale of Collateral
regardless of whether any such notice of sale has therefore been given.
Pledgor hereby waives any other requirement of notice, demand, or advertisement
for sale, to the extent permitted by law.  Pledgor hereby waives and releases
to the fullest extent permitted by law any right or equity of redemption with
respect to the Collateral, whether before or after sale hereunder, and all
rights, if any, of marshalling the Collateral and any other security for the
Obligations or otherwise.  At any such sale, unless prohibited by applicable
law, Foothill may bid for and purchase all or any part of the Collateral so
sold free from any such right or equity of redemption.  Foothill shall not be
liable for failure to collect or realize upon any or all of the Collateral or
for any delay in so doing nor shall Foothill be under any obligation to take
any action whatsoever with regard thereto;

                          11.5    to buy the Collateral, in its own name, or in
the name of a designee or nominee.  Foothill shall have the right to execute
any document or form, in its name or in the name of the Pledgor, that may be
necessary or desirable in connection with such sale of the Collateral.

                          11.6    to sell the Collateral by a private
placement, restricting bidders and prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for
distribution.  In so doing, Foothill may solicit offers to buy the Collateral,
or any part of it for cash, from a limited number of investors deemed by
Foothill, in its reasonable credit judgment, to be responsible parties who
might be interested in purchasing the Collateral.  If Foothill shall solicit
such offers from not less than four (4) such investors, then the acceptance by
Foothill of the highest offer obtained therefor shall be deemed to be a
commercial reasonable method of disposition of such Collateral, even though the
sales price established and/or obtained may be substantially less than the
price that would be obtained pursuant to a public offering.  Notwithstanding
the foregoing, should Foothill determine that, prior to any public offering of
any securities contained in the Collateral, such securities should be
registered under the '33 Act and/or registered or qualified under any other
British or United States federal, provincial or state law, and that such
registration and/or qualification is not practical, Pledgor agrees that it will
be commercially reasonable if a private sale is arranged so as to avoid a
public offering even if offers are solicited from fewer than four investors,
and even though the sales price established and/or obtained may be
substantially less than the price that would be obtained pursuant to a public
offering.

                 12.      INDEFEASIBLE PAYMENT.  The Obligations shall not be
considered indefeasibly paid for purposes of this Agreement unless and until
all payments to Foothill are no longer subject to any right on the part of any
Person, including Pledgor, Pledgor as a





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debtor in possession, or any trustee (whether appointed under the Bankruptcy
Code or otherwise) of Pledgor or any of Pledgor's Assets, to invalidate or set
aside such payments or to seek to recoup the amount of such payments or any
portion thereof, or to declare same to be fraudulent or preferential.  In the
event that, for any reason, any portion of such payments to Foothill is set
aside or restored, whether voluntarily or involuntarily, after the making
thereof, then the obligation intended to be satisfied thereby shall be revived
and continued in full force and effect as if said payment or payments had not
been made.

                 13.      FOOTHILL AS PLEDGOR'S ATTORNEY-IN FACT.  Pledgor
hereby irrevocably appoints Foothill as its attorney-in-fact to arrange for the
transfer, at any time after the occurrence and during the continuance of an
Event of Default, of the Collateral on the books of the Company to the name of
Foothill or to the name of Foothill's nominee.  Pledgor further authorizes
Foothill to perform any and all acts which Foothill deems necessary for the
protection and preservation of the Collateral or of the value of Foothill's
security interest therein, including but not limited to receiving income
thereon as additional security hereunder, all at Pledgor's expense, and Pledgor
agrees to repay Foothill promptly upon demand any amounts expended hereunder by
Foothill, together with interest thereon.  Pledgor further grants to Foothill a
power of attorney coupled with an interest to execute all agreements, forms,
applications, documents and instruments and to take all actions and do all
things as could be executed, taken, or done by Pledgor in connection with the
protection and preservation of the Collateral or this Agreement if Pledgor does
not timely do so.  This power of attorney is irrevocable and coupled with an
interest, and authorizes Foothill to act for Pledgor in connection with the
matters described herein without notice to or demand upon Pledgor.

                 14.      GENERAL PROVISIONS.

                          14.1    CUMULATIVE REMEDIES; NO PRIOR RECOURSE TO
COLLATERAL.  The enumeration herein of Foothill's rights and remedies is not
intended to be exclusive, and such rights and remedies are in addition to and
not by way of limitation of any other rights or remedies that the Foothill may
have under the Loan Agreement, the Loan Documents, the Code, or other
applicable law.  Foothill shall have the right, in its sole discretion, to
determine which rights and remedies are to be exercised and in which order.
The exercise of one right or remedy shall not preclude the exercise of any
others, all of which shall be cumulative.

                          14.2    NO IMPLIED WAIVERS.  No act, failure, or
delay by Foothill shall constitute a waiver of any of its rights and remedies.
No single or partial waiver by Foothill of any provision of this Agreement or
of a breach or default hereunder, or thereunder, or of any right or remedy
which Foothill may have, shall operate as a waiver of any other provision,
breach, default, right, or remedy or of the same provision, breach, default,
right, or remedy on a future occasion.  No waiver by Foothill shall affect its
rights to require strict performance of this Agreement.





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                          14.3    NOTICES.  All notices or demands by any party
hereto to the other party and relating to this Agreement shall be sent in
accordance with the terms of Section 12 of the Loan Agreement.

                          14.4    SUCCESSORS AND ASSIGNS.  This Agreement shall
bind the successors and assigns of Pledgor, and shall inure to the benefit of
the successors and assigns of Foothill; provided, however, that Pledgor may not
assign this Agreement nor delegate any of its duties hereunder without
Foothill's prior written consent and any prohibited assignment shall be
absolutely void.  Foothill may assign this Agreement and its rights and duties
hereunder and no consent or approval by Pledgor is required in connection with
any such assignment.  Foothill reserves the right to sell, assign, transfer,
negotiate, or grant participations in all or any part of, or any interest in
Foothill's rights and benefits hereunder.

                          14.5    SECTION HEADINGS.  Headings and numbers have
been set forth herein for convenience only.  Unless the contrary is compelled
by the context, everything contained in each section applies equally to this
entire Agreement.

                          14.6    AMENDMENTS IN WRITING.  This Agreement cannot
be changed or terminated orally, but only by a writing signed by each party
hereto.  All prior agreements, understandings, representations, warranties, and
negotiations, if any, are merged into this Agreement.

                          14.7    COUNTERPARTS; TELEFACSIMILE EXECUTION.  This
Agreement may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement.  Delivery of an executed counterpart
of this Agreement by telefacsimile shall be equally as effective as delivery of
a manually executed counterpart of this Agreement.  Any party delivering an
executed counterpart of this Agreement by telefacsimile also shall deliver a
manually executed counterpart of this Agreement but the failure to deliver a
manually executed counterpart shall not affect the validity, enforceability,
and binding effect of this Agreement.

                          14.8    TERMINATION BY FOOTHILL.  After termination
of the Loan Agreement and when Foothill has received payment and performance,
in full, of the Obligations, Foothill shall execute and deliver to Pledgor a
termination of all of the security interests granted by Pledgor hereunder and,
to the extent they have been delivered to Foothill and not disposed of in
accordance with this Agreement, certificates evidencing the Share.

                          14.9    GOVERNING LAW; SEVERABILITY OF PROVISIONS.
This Agreement shall be deemed to have been made in the State of California and
the validity, enforceability, construction, interpretation and enforcement of
this Agreement and the rights of the parties hereto shall be determined under,
governed by and construed in accordance with the laws of the State of
California without regard to the principles of conflicts of law; provided,
however, the respective rights of the parties hereto in the Collateral,
including voting the Shares,





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transfer of the Shares and proxy rights, shall be governed by the corporate
laws of the State of California and England, as applicable, to the extent
either such law is applicable to such rights.  If any provision of this
Agreement or its exhibits shall be determined to be invalid, void or illegal,
such provision shall be construed and amended in a manner which would permit
its enforcement, but in no event shall such provision affect, impair or
invalidate any other provision hereof.

                          14.10   JURISDICTION AND VENUE; WAIVER OF JURY TRIAL.
THE PARTIES HERETO AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE OR FEDERAL
COURT LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.  THE PARTIES
HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO OR IN
ANY WAY RELATED TO THIS AGREEMENT.  THE PARTIES HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION OF THE AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY HERETO TO THE WAIVER OF ITS
RIGHT TO TRIAL BY JURY.

                 IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first written above.




                                       PERCEPTIVE SCIENTIFIC INSTRUMENTS, INC.,
                                       a Delaware corporation


                                       By: /s/ MARTIN S. McDERMUT
                                          -------------------------------------

                                       Name:   Martin S. McDermut
                                            -----------------------------------

                                       Title:  Vice-President and
                                               Chief Financial Officer

                                             


                                       FOOTHILL CAPITAL CORPORATION,
                                       a California corporation


                                       By: /s/ BRIAN DUFFY
                                          -------------------------------------

                                       Name:   Brian Duffy
                                            -----------------------------------

                                       Title:  AVP





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