EXHIBIT 4.21









         THIS WARRANT AND THE SHARES  ISSUABLE UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         EXCEPT AS  OTHERWISE  SET  FORTH  HEREIN  OR IN A  SECURITIES  PURCHASE
         AGREEMENT DATED AS OF SEPTEMBER 12, 2003,  NEITHER THIS WARRANT NOR ANY
         OF SUCH SHARES MAY BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF
         AN EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT
         OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE,  CUSTOMARY FOR
         OPINIONS OF COUNSEL IN COMPARABLE  TRANSACTIONS,  THAT  REGISTRATION IS
         NOT  REQUIRED  UNDER SUCH ACT OR UNLESS  SOLD  PURSUANT  TO RULE 144 OR
         REGULATION S UNDER SUCH ACT.

                                             Right to Purchase 1,250,000
                                             Shares of Common Stock, $.0001 par
                                             value per share

                             STOCK PURCHASE WARRANT

         THIS  CERTIFIES   THAT,  for  value   received,   Stonestreet   Limited
Partnership  or its  registered  assigns,  is entitled  to  purchase  from Amnis
Systems Inc., a Delaware  corporation (the "Company"),  at any time or from time
to time  during the period  specified  in  Paragraph  2 hereof,  One Million Two
Hundred Fifty Thousand  (1,250,000) fully paid and  nonassessable  shares of the
Company's Common Stock,  $.0001 par value per share (the "Common Stock"),  at an
exercise price per share equal to $.05 per share. The term "Warrant  Shares," as
used herein,  refers to the shares of Common Stock  purchasable  hereunder.  The
Warrant  Shares and the Exercise  Price are subject to adjustment as provided in
Paragraph  4  hereof.  The term  "Warrants"  means  this  Warrant  and the other
warrants issued pursuant to that certain Securities  Purchase  Agreement,  dated
September  12,  2003,  by and among the  Company  and the  Buyers  listed on the
execution page thereof (the "Securities Purchase Agreement").

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. MANNER OF EXERCISE;  ISSUANCE OF  CERTIFICATES;  PAYMENT FOR SHARES.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire

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transfer  for the account of the Company of the  Exercise  Price for the Warrant
Shares specified in the Exercise  Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered   pursuant  to  an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), delivery to the Company of a written notice of an election to
effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant
Shares  specified in the  Exercise  Agreement.  The Warrant  Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's designee,  as
the record  owner of such  shares,  as of the close of  business  on the date on
which this Warrant shall have been surrendered, the completed Exercise Agreement
shall have been  delivered,  and payment shall have been made for such shares as
set forth above. Certificates for the Warrant Shares so purchased,  representing
the aggregate  number of shares  specified in the Exercise  Agreement,  shall be
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.  In addition to all other available remedies
at law or in  equity,  if the  Company  fails to  deliver  certificates  for the
Warrant  Shares  within three (3) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 2% of the number of Warrant  Shares that the holder is entitled to multiplied
by the Market Price for each day that the Company fails to deliver  certificates
for the  Warrant  Shares.  For  example,  if the holder is  entitled  to 100,000
Warrant Shares and the Market Price is $2.00,  then the Company shall pay to the
holder  $4,000 for each day that the Company fails to deliver  certificates  for
the Warrant Shares.  The Penalty shall be paid to the holder by the fifth day of
the month following the month in which it has accrued.

         Notwithstanding  anything in this Warrant to the contrary,  in no event
shall the holder of this  Warrant be  entitled  to exercise a number of Warrants
(or portions  thereof) in excess of the number of Warrants (or portions thereof)
upon  exercise  of which the sum of (i) the  number  of  shares of Common  Stock
beneficially owned by the holder and its affiliates (other than shares of Common
Stock  which may be deemed  beneficially  owned  through  the  ownership  of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities  of  the  Company  (including  the  Debentures  (as  defined  in  the
Securities  Purchase  Agreement))  subject  to a  limitation  on  conversion  or
exercise  analogous to the limitation  contained  herein) and (ii) the number of
shares of Common  Stock  issuable  upon  exercise of the  Warrants  (or portions
thereof) with respect to which the determination described herein is being made,
would result in  beneficial  ownership by the holder and its  affiliates of more
than 9.9% of the outstanding  shares of Common Stock. The holder of this Warrant
shall have the authority and  obligation  to determine  whether the  restriction
contained  in this  Section 1 will  limit any  conversion  hereunder  and to the
extent that a holder of this Warrant determines that the limitation contained in
this Section  applies,  the  determination  of which  portion of this Warrant is
exercisable shall be the  responsibility and obligation of each such holder. The

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<PAGE>

holder of this  Warrant may allocate  which of the equity of the Company  deemed
beneficially owned by such holder shall be included in the 9.9% amount described
above and which shall be allocated to the excess above 9.9%. For purposes of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the  preceding  sentence.  The  holder  of this  Warrant  may  waive  the
limitations  set forth  herein by  sixty-one  (61)  days  written  notice to the
Company.   Notwithstanding  anything  to  the  contrary  contained  herein,  the
limitation  on  exercise  of this  Warrant  set forth  herein may not be amended
without  (i) the written  consent of the holder  hereof and the Company and (ii)
the approval of a majority of shareholders of the Company.

         2. PERIOD OF EXERCISE.  This Warrant is exercisable at any time or from
time to time on or after the date on which this Warrant is issued and  delivered
pursuant to the terms of the Securities Purchase Agreement and before 6:00 p.m.,
Palo Alto,  California  time on the  seventh  (7th)  anniversary  of the date of
issuance (the "Exercise Period").

         3. CERTAIN AGREEMENTS OF THE COMPANY.  The Company hereby covenants and
agrees as follows:

                  (A) SHARES TO BE FULLY PAID.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

                  (B)  RESERVATION OF SHARES.  Subject to filing the Certificate
of Amendment (as defined in Section 4(1) of the Securities Purchase  Agreement),
during the Exercise Period, the Company shall at all times have authorized,  and
reserved for the purpose of issuance upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of this Warrant.

                  (C) LISTING.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of the  Warrant  upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed  (subject to official  notice of issuance
upon exercise of this Warrant) and shall  maintain,  so long as any other shares
of Common  Stock shall be so listed,  such listing of all shares of Common Stock
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

                  (D)  CERTAIN  ACTIONS  PROHIBITED.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate

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<PAGE>

in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (E) SUCCESSORS AND ASSIGNS.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all the Company's assets.

         4. ANTIDILUTION  PROVISIONS.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Paragraph 4.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
to the nearest cent.

                  (A)  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK.  Except as otherwise  provided in Paragraphs  4(c) and
4(e) hereof,  if the Company or any subsidiary  thereof,  as applicable,  at any
time while  Warrants are  outstanding,  shall offer,  sell,  grant any option to
purchase  or offer,  sell or grant  any  right to  reprice  its  securities,  or
otherwise dispose of or issue (or announce any offer,  sale, grant or any option
to  purchase  or other  disposition)  any  Common  Stock or any equity or equity
equivalent securities (including any equity, debt or other instrument that is at
any time over the life  thereof  convertible  into or  exchangeable  for  Common
Stock)  (collectively,  "COMMON  STOCK  EQUIVALENTS")  entitling  any  person to
acquire  shares of Common  Stock,  at a price per share  less than the  Exercise
Price (if the holder of the Common  Stock or Common Stock  Equivalent  so issued
shall at any time,  whether by operation of purchase  price  adjustments,  reset
provisions,  floating conversion,  exercise or exchange prices or otherwise,  or
due to warrants,  options or rights per share which is issued in connection with
such  issuance,  be  entitled to receive  shares of Common  Stock at a price per
share which is less than the Exercise  Price,  such issuance  shall be deemed to
have occurred for less than the Exercise Price),  then, the Exercise Price shall
be adjusted  for such  conversions  as holders  shall  indicate in its  Exercise
Agreement to equal the  conversion,  exchange or purchase  price for such Common
Stock or Common Stock  Equivalents  (including any reset provisions  thereof) at
issue.  Such adjustment shall be made whenever such Common Stock or Common Stock
Equivalents are issued. The Company shall notify the holder in writing, no later
than the business day following the issuance of any Common Stock or Common Stock
Equivalent subject to this section,  indicating therein the applicable  issuance
price, or of applicable reset price, exchange price,  conversion price and other
pricing terms.

                  (B) EFFECT ON EXERCISE PRICE OF CERTAIN  EVENTS.  For purposes
of  determining  the adjusted  Exercise Price under  Paragraph 4(a) hereof,  the
following will be applicable:

                           (I) ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in
any manner  issues or grants any  warrants,  rights or  options,  whether or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  convertible  into or  exchangeable  for Common  Stock  ("Convertible
Securities")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "Options") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market Price on the date of issuance or grant of such  Options,

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<PAGE>

then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise of all such  Options  will,  as of the date of the issuance or grant of
such Options,  be deemed to be  outstanding  and to have been issued and sold by
the Company for such price per share.  For purposes of the  preceding  sentence,
the "price per share for which  Common  Stock is issuable  upon the  exercise of
such Options" is determined by dividing (i) the total amount,  if any,  received
or  receivable by the Company as  consideration  for the issuance or granting of
all such Options, plus the minimum aggregate amount of additional consideration,
if any,  payable to the Company upon the exercise of all such Options,  plus, in
the case of Convertible  Securities  issuable upon the exercise of such Options,
the  minimum  aggregate  amount of  additional  consideration  payable  upon the
conversion or exchange  thereof at the time such  Convertible  Securities  first
become  convertible or exchangeable,  by (ii) the maximum total number of shares
of Common Stock  issuable upon the exercise of all such Options  (assuming  full
conversion of Convertible Securities,  if applicable).  No further adjustment to
the  Exercise  Price will be made upon the actual  issuance of such Common Stock
upon  the  exercise  of such  Options  or upon the  conversion  or  exchange  of
Convertible Securities issuable upon exercise of such Options.

                           (II)  ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If  the
Company in any manner issues or sells any Convertible Securities, whether or not
immediately  convertible  (other  than  where  the  same are  issuable  upon the
exercise of Options)  and the price per share for which Common Stock is issuable
upon such  conversion  or exchange is less than the Market  Price on the date of
issuance,  then the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such  Convertible  Securities  will, as of the
date of the issuance of such Convertible Securities, be deemed to be outstanding
and to have been issued and sold by the  Company  for such price per share.  For
the purposes of the  preceding  sentence,  the "price per share for which Common
Stock is issuable  upon such  conversion  or exchange" is determined by dividing
(i)  the  total  amount,  if any,  received  or  receivable  by the  Company  as
consideration for the issuance or sale of all such Convertible Securities,  plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the  conversion  or exchange  thereof at the time such  Convertible
Securities first become  convertible or exchangeable,  by (ii) the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual  issuance of such Common Stock upon  conversion or exchange
of such Convertible Securities.

                           (III) CHANGE IN OPTION PRICE OR  CONVERSION  RATE. If
there is a change  at any time in (i) the  amount  of  additional  consideration
payable to the  Company  upon the  exercise of any  Options;  (ii) the amount of
additional consideration,  if any, payable to the Company upon the conversion or
exchange  of any  Convertible  Securities;  or  (iii)  the  rate  at  which  any
Convertible  Securities are convertible  into or  exchangeable  for Common Stock
(other  than  under or by reason  of  provisions  designed  to  protect  against
dilution),  the  Exercise  Price in  effect at the time of such  change  will be
readjusted  to the  Exercise  Price which would have been in effect at such time
had such Options or Convertible  Securities still outstanding  provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                           (IV)  TREATMENT  OF EXPIRED  OPTIONS AND  UNEXERCISED
CONVERTIBLE  SECURITIES.  If, in any case,  the total number of shares of Common
Stock issuable upon exercise of any Option or upon conversion or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
Option or to convert or exchange such Convertible  Securities shall have expired
or  terminated,  the  Exercise  Price then in effect will be  readjusted  to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior to such  expiration or termination  (other than in respect of
the actual  number of shares of Common Stock issued upon  exercise or conversion
thereof), never been issued.


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                           (V)  CALCULATION OF  CONSIDERATION  RECEIVED.  If any
Common Stock, Options or Convertible  Securities are issued, granted or sold for
cash, the  consideration  received therefor for purposes of this Warrant will be
the amount  received by the Company  therefor,  before  deduction of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair value
of such consideration,  except where such consideration  consists of securities,
in which case the amount of  consideration  received by the Company  will be the
Market  Price  thereof  as of the date of  receipt.  In case any  Common  Stock,
Options or Convertible Securities are issued in connection with any acquisition,
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor  will be deemed to be the fair  value of such
portion of the net assets and business of the  non-surviving  corporation  as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be. The fair value of any  consideration  other than cash or securities
will be determined in good faith by the Board of Directors of the Company.

                           (VI)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE  PRICE. No
adjustment  to the  Exercise  Price  will be made (i) upon the  exercise  of any
warrants,  options or convertible securities granted,  issued and outstanding on
the date of  issuance  of this  Warrant;  (ii) upon the grant or exercise of any
stock or options which may hereafter be granted or exercised  under any employee
benefit  plan,  stock  option plan or  restricted  stock plan of the Company now
existing or to be  implemented  in the future,  so long as the  issuance of such
stock or options is  approved by a majority  of the  independent  members of the
Board of Directors of the Company or a majority of the members of a committee of
independent  directors  established for such purpose; or (iii) upon the exercise
of the Warrants.

         (C)  SUBDIVISION OR COMBINATION OF COMMON STOCK.  If the Company at any
time  subdivides  (by  any  stock  split,   stock  dividend,   recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

         (D)  ADJUSTMENT  IN  NUMBER OF  SHARES.  Upon  each  adjustment  of the
Exercise  Price  pursuant to the  provisions of this  Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.


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<PAGE>

         (E) CONSOLIDATION,  MERGER OR SALE. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in case of
any sale or conveyance of all or substantially  all of the assets of the Company
other than in  connection  with a plan of complete  liquidation  of the Company,
then  as a  condition  of such  consolidation,  merger  or  sale or  conveyance,
adequate provision will be made whereby the holder of this Warrant will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock  immediately  theretofore  acquirable  upon the exercise of this
Warrant, such shares of stock,  securities or assets as may be issued or payable
with  respect  to or in  exchange  for the  number of  shares  of  Common  Stock
immediately  theretofore acquirable and receivable upon exercise of this Warrant
had such  consolidation,  merger or sale or conveyance  not taken place.  In any
such case,  the  Company  will make  appropriate  provision  to insure  that the
provisions of this Paragraph 4 hereof will thereafter be applicable as nearly as
may be in relation to any shares of stock or securities  thereafter  deliverable
upon  the   exercise  of  this   Warrant.   The  Company  will  not  effect  any
consolidation,  merger or sale or  conveyance  unless prior to the  consummation
thereof,  the  successor  corporation  (if other  than the  Company)  assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the holder may be entitled to
acquire.

         (F)  DISTRIBUTION OF ASSETS.  In case the Company shall declare or make
any distribution of its assets  (including cash) to holders of Common Stock as a
partial liquidating  dividend,  by way of return of capital or otherwise,  then,
after  the  date  of  record  for  determining  stockholders  entitled  to  such
distribution,  but prior to the date of distribution, the holder of this Warrant
shall be entitled  upon  exercise of this Warrant for the purchase of any or all
of the shares of Common  Stock  subject  hereto,  to receive  the amount of such
assets  which  would have been  payable to the holder had such  holder  been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

         (G)  NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any  event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the Chief Financial Officer of the Company.

         (H) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the Exercise
Price shall be made in an amount of less than 1% of the Exercise Price in effect
at the time such  adjustment  is  otherwise  required  to be made,  but any such
lesser  adjustment  shall be carried  forward  and shall be made at the time and
together  with  the  next  subsequent   adjustment  which,   together  with  any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

         (I) NO FRACTIONAL  SHARES.  No fractional shares of Common Stock are to
be issued upon the exercise of this  Warrant,  but the Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable

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in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

         (J) OTHER NOTICES. In case at any time:

                  (I) the Company  shall  declare any  dividend  upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(including dividends or distributions  payable in cash out of retained earnings)
to the holders of the Common Stock;

                  (II) the Company shall offer for  subscription pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                  (III)  there  shall  be  any  capital  reorganization  of  the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company  with or into,  or sale of all or  substantially  all its assets to,
another corporation or entity; or

                  (IV) there shall be a voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

                  (K)  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated by the adjustment  provisions of this Paragraph 4 but not expressly
provided for by such  provisions,  the Company will give notice of such event as
provided in Paragraph  4(g) hereof,  and the Company's  Board of Directors  will
make an appropriate adjustment in the Exercise Price and the number of shares of
Common Stock  acquirable upon exercise of this Warrant so that the rights of the
holder shall be neither enhanced nor diminished by such event.

                  (L)      Certain Definitions.

                           (I)"COMMON STOCK DEEMED  OUTSTANDING"  shall mean the
number of shares of Common Stock actually  outstanding  (not including shares of
Common  Stock  held in the  treasury  of the  Company),  plus  (x)  pursuant  to
Paragraph  4(b)(i)  hereof,  the maximum  total number of shares of Common Stock
issuable upon the exercise of Options,  as of the date of such issuance or grant
of such  Options,  if any, and (y) pursuant to Paragraph  4(b)(ii)  hereof,  the
maximum  total  number of shares of Common Stock  issuable  upon  conversion  or

                                       8
<PAGE>

exchange  of  Convertible  Securities,  as of  the  date  of  issuance  of  such
Convertible Securities, if any.

                           (II)"MARKET  PRICE,"  as of any  date,  (i) means the
average of the last reported sale prices for the shares
of Common Stock on the Over-the-Counter  Bulletin Board for the five (5) trading
days immediately preceding such date as reported by Bloomberg Financial Markets,
or (ii) if the  Over-the-Counter  Bulletin  Board is not the  principal  trading
market for the shares of Common  Stock,  the average of the last  reported  sale
prices on the  principal  trading  market for the Common  Stock  during the same
period as reported by  Bloomberg  Financial  Markets,  or (iii) if market  value
cannot be calculated as of such date on any of the foregoing  bases,  the Market
Price shall be the fair market value as  reasonably  determined in good faith by
(a)  the  Board  of   Directors   of  the   Company  or,  at  the  option  of  a
majority-in-interest  of the  holders  of  the  outstanding  Warrants  by (b) an
independent  investment bank of nationally  recognized standing in the valuation
of  businesses  similar  to the  business  of the  corporation.  The  manner  of
determining  the  Market  Price of the Common  Stock set forth in the  foregoing
definition  shall apply with respect to any other security in respect of which a
determination as to market value must be made hereunder.

                           (III)"COMMON  STOCK," for purposes of this  Paragraph
4, includes the Common  Stock,  par value $.0001 per share,  and any  additional
class  of  stock  of  the  Company  having  no  preference  as to  dividends  or
distributions on liquidation,  provided that the shares purchasable  pursuant to
this Warrant  shall  include only shares of Common  Stock,  par value $.0001 per
share, in respect of which this Warrant is exercisable, or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character referred to in Paragraph 4(e) hereof, the stock or other securities or
property provided for in such Paragraph.

         5. ISSUE TAX. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         6. NO RIGHTS OR LIABILITIES  AS A  SHAREHOLDER.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                  (A)  RESTRICTION  ON  TRANSFER.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Paragraph 7(e) below,  provided,  however, that any transfer or assignment shall
be subject  to the  conditions  set forth in  Paragraph  7(f)  hereof and to the
applicable   provisions  of  the  Securities  Purchase   Agreement.   Until  due
presentment  for  registration  of  transfer  on the books of the  Company,  the
Company may treat the  registered  holder  hereof as the owner and holder hereof

                                       9
<PAGE>

for all  purposes,  and the  Company  shall not be affected by any notice to the
contrary.  Notwithstanding  anything  to  the  contrary  contained  herein,  the
registration  rights  described in Paragraph 8 are assignable only in accordance
with the provisions of that certain  Registration  Rights Agreement of even date
herewith  by and  among  the  Company  and the other  signatories  thereto  (the
"Registration Rights Agreement").

                  (B) WARRANT  EXCHANGEABLE  FOR DIFFERENT  DENOMINATIONS.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the Company  referred to in  Paragraph  7(e) below,  for new
Warrants of like tenor  representing  in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder,  each of such
new Warrants to represent  the right to purchase  such number of shares as shall
be designated by the holder hereof at the time of such surrender.

                  (C)   REPLACEMENT   OF  WARRANT.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (D) CANCELLATION;  PAYMENT OF EXPENSES.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided in this  Paragraph  7, this Warrant  shall be promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution, and delivery of Warrants pursuant to this Paragraph 7.

                  (E)  REGISTER.  The Company shall  maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

                  (F) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act of 1933,  as  amended  (the  "Securities  Act") and under  applicable  state
securities or blue sky laws, the Company may require, as a condition of allowing
such exercise,  transfer, or exchange, (i) that the holder or transferee of this
Warrant,  as the case may be,  furnish  to the  Company  a  written  opinion  of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said Act and under  applicable  state securities or blue sky laws, (ii) that the
holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities

                                       10
<PAGE>

Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection  with a transfer  pursuant to Rule 144 under the
Securities  Act.  The first  holder of this  Warrant,  by taking and holding the
same,  represents to the Company that such holder is acquiring  this Warrant for
investment and not with a view to the distribution thereof.

         8. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the Warrant Shares as are set forth in Section 2 of the  Registration
Rights Agreement.

         9. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such holder at the address  shown for such holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed,  to the office of the Company at Amnis Systems Inc., 3450
Hillview Avenue, Palo Alto, California 94304, facsimile number: 650-855-0222, or
at such other address as shall have been furnished to the holder of this Warrant
by notice from the Company. Any such notice, request, or other communication may
be sent by  facsimile,  but shall in such case be  subsequently  confirmed  by a
writing  personally  delivered  or sent by certified  or  registered  mail or by
recognized overnight mail courier as provided above. All notices,  requests, and
other  communications  shall be deemed to have been given  either at the time of
the receipt thereof by the person entitled to receive such notice at the address
of such person for purposes of this  Paragraph 9, or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier,  if postage is prepaid
and the mailing is properly addressed, as the case may be.

         10.  GOVERNING  LAW.  THIS WARRANT  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.


                                       11
<PAGE>

         11.      MISCELLANEOUS.

                  (A) AMENDMENTS. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (B)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for purposes of reference only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (C)  CASHLESS  EXERCISE.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised by  presentation  and
surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash,  the holder  shall  surrender  this  Warrant  for that number of shares of
Common Stock  determined by multiplying the number of Warrant Shares to which it
would  otherwise be entitled by a fraction,  the numerator of which shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock. For example, if the holder is exercising
100,000  Warrants with a per Warrant exercise price of $0.75 per share through a
cashless  exercise  when the Common  Stock's  current  Market Price per share is
$2.00 per share, then upon such Cashless Exercise the holder will receive 62,500
shares of Common Stock.

                  (D) REMEDIES.  The Company acknowledges that a breach by it of
its  obligations  hereunder  will  cause  irreparable  harm  to the  holder,  by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Warrant will be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions of this Warrant,
that the holder shall be entitled,  in addition to all other available  remedies
at law or in equity,  and in addition to the penalties  assessable herein, to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Warrant and to enforce  specifically the terms and provisions  thereof,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.







                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       12
<PAGE>





                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its duly authorized officer.

                                     AMNIS SYSTEMS INC.


                                     By: _______________________________
                                          Scott  MacCaughern
                                          Chairman and Chief Executive Officer


Dated as of September 12, 2003


                                       13
<PAGE>






                           FORM OF EXERCISE AGREEMENT



                                                     Dated:  ________ __, 200_



To:      Amnis Systems Inc.





         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:



                             Name:    ______________________________


                             Signature:
                             Address:____________________________



                             Note:

                                    The  above   signature   should   correspond
                                    exactly  with  the  name on the  face of the
                                    within Warrant, if applicable.


and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.


                                       14
<PAGE>




                               FORM OF ASSIGNMENT





         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:


NAME OF ASSIGNEE                    ADDRESS                     NO OF SHARES







,      and      hereby      irrevocably       constitutes      and      appoints
___________________________________  as agent and  attorney-in-fact  to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.



Dated:   ________ __, 200_



In the presence of:             ______________________________

                           Name:______________________________


                           Signature:_________________________
                           Title of Signing Officer or Agent (if any): ________

                           Address: ___________________________________________

                                    ___________________________________________

                                    Note:    The    above    signature    should
                                             correspond exactly with the name on
                                             the face of the within Warrant,  if
                                             applicable.


                                       15