EXHIBIT 4.24

                        RESTATED INTERCREDITOR AGREEMENT

         This INTERCREDITOR AGREEMENT (the "AGREEMENT") is made and effective as
of September 12, 2003, by and among Bristol  Investment Fund, Ltd.  ("BRISTOL"),
Alpha Capital  Aktiengesellschaft,  ("ALPHA"), SDS Merchant Fund, LP ("SDS") and
Stonestreet Limited Partnership  ("STONESTREET")  (Bristol is referred to as the
"FIRST CREDITOR", Alpha is referred to as the "SECOND CREDITOR",  Alpha, SDS and
Bristol are collectively  referred to as the "THIRD CREDITOR" and Stonestreet is
referred  to as the  "FOURTH  CREDITOR"  and  the  First  Creditor,  the  Second
Creditor,  the Third Creditor and the Fourth Creditor are collectively  referred
to  as  the  "CREDITORS").  This  Agreement  shall  replace  and  supercede  the
Intercreditor  Agreement  dated  May 9, 2003  entered  into by and  between  the
Company and Alpha and Bristol.

                                    RECITALS

         WHEREAS, Amnis Systems Inc. (the "COMPANY") has granted in favor of the
First  Creditor a security  interest  in all of the assets of the  Company  (the
"FIRST  CREDITOR  SECURITY  INTEREST"),  pursuant  to  that  certain  Securities
Purchase Agreement,  dated as of December 28, 2001, by and among the Company and
the  signatories  thereto (the "FIRST  TRANSACTION"),  which  Security  Interest
secures  the  Company's  obligation  under  the  debentures  issued to the First
Creditor at the First Transaction (the "FIRST DEBENTURES");

         WHEREAS, at the time of the closing of the First Transaction, the First
Creditor  Security  Interest was  subordinate  to the  security  interest in the
assets of the  Company  granted  by the  Company  to  Pacific  Business  Funding
Corporation  ("PBF")  to secure  the  Company's  obligations  under a  Factoring
Agreement  dated  September  29, 1998  between the Company and PBF (the  "SENIOR
SECURITY  INTEREST"),  which Senior Security Interest was purchased and assigned
to the First Creditor  pursuant to the Assignment  Agreement  dated as of May 2,
2003 between PBF and the First Creditor (the  "ASSIGNMENT")  for US$112,500 (the
"SENIOR SECURITY INTEREST PURCHASE PRICE");

         WHEREAS,  the First  Creditor  has  assigned  a portion  of the  Senior
Security Interest to the Second Creditor pursuant to a Purchase  Agreement dated
May 8, 2003,  between the First  Creditor  and Second  Creditor  (the  "PURCHASE
AGREEMENT")  in exchange for payment by the Second  Creditor of US$80,357 of the
Senior Security Interest Purchase Price,  which amount represents the percentage
of Second  Creditor's  total  investment in the Company to the total  collective
investment of First Creditor and Second  Creditor as of the date of the Purchase
Agreement, multiplied by the Senior Security Interest Purchase Price;


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         WHEREAS,  the  Company  has  granted in favor of the Second  Creditor a
security interest in the assets of the Company (the "SECOND SECURITY INTEREST"),
pursuant  to the that  certain  Modification  Agreement  dated  May 9, 2003 (the
"SECOND  TRANSACTION")  which  modifies the Amended and Restated  Unit  Purchase
Agreement,  dated June 18,  2002,  by and among the Company and the  signatories
thereto,  which Second Security Interest secures the Company's  obligation under
the notes issued to the Second Creditor at the Second  Transaction  (the "SECOND
NOTES");

         WHEREAS,  the  Company  has  granted  in favor of the Third  Creditor a
security interest in the assets of the Company (the "THIRD SECURITY  INTEREST"),
pursuant to that certain  Securities  Purchase  Agreement dated May 9, 2003 (the
"THIRD  TRANSACTION"),  which Security Interest secures the Company's obligation
under the debentures  issued to the Third Creditor at the Third Transaction (the
"THIRD DEBENTURES");

         WHEREAS,  the  Company  has  granted in favor of the Fourth  Creditor a
security interest in the assets of the Company (the "Fourth SECURITY INTEREST"),
pursuant to that certain Securities  Purchase Agreement dated September 12, 2003
(the  "Fourth  TRANSACTION"),  which  Security  Interest  secures the  Company's
obligation  under the  debentures  issued to the Fourth  Creditor  at the Fourth
Transaction (the "Fourth DEBENTURES");

         WHEREAS,  the Creditors wish to memorialize their agreement  concerning
their respective  rights,  duties and obligations to one another with respect to
the security interests (the "SECURITY INTERESTS") granted in connection with the
First Transaction, the Assignment, the Second Transaction, the Third Transaction
and the Fourth  Transaction  (collectively  referred to herein as the "FINANCING
DOCUMENTS");

         NOW, THEREFORE,  in consideration of the mutual covenants herein, their
respective performances and benefits pertaining to the Financing Documents,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

         1.       RANKING.

                  1.1      The Security  Interests  shall rank in the  following
                           order of priority:

                  1.1.1    Senior  Security  Interest  in  respect  of any  sums
                           secured or owed to the First Creditor pursuant to the
                           Assignment and Senior Security Interest in respect of
                           any  sums  secured  or  owed to the  Second  Creditor
                           pursuant  to the  Purchase  Agreement  PARI PASSU and
                           PRO-RATA in  proportion  to each the First and Second
                           Creditors'   contribution   to  the  Senior  Security
                           Interest Purchase Price;

                  1.1.2    First  Creditor  Security  Interest in respect of any
                           sums secured or owed to the First  Creditor  pursuant
                           to the First Transaction;

                  1.1.3    Second  Security  Interest  in  respect  of any  sums
                           secured or owed to the Second  Creditors  pursuant to
                           the Second Transaction;

                  1.1.4    Third  Security  Interest  in  respect  of  any  sums
                           secured or owed to the Third  Creditors  pursuant  to
                           the Third Transaction; and

                  1.1.5    Fourth  Security  Interest  in  respect  of any  sums
                           secured or owed to the Fourth  Creditors  pursuant to
                           the Fourth Transaction;


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         1.2      If an Event of Default  (as  defined in the First  Debentures,
                  Second  Notes,  Third  Debentures  and the Fourth  Debentures)
                  occurs and any party hereto receives  payment from the Company
                  not in  compliance  with this  Agreement,  the  other  parties
                  hereto shall be immediately notified and such payment shall be
                  shared with all of the other Creditors as set forth above.

         1.3      If an Event of Default  occurs and any party  hereto  collects
                  proceeds  pursuant  to its rights  under any of the  Financing
                  Documents, the other parties shall be immediately notified and
                  such payment  shall be shared with all of the other  Creditors
                  as set forth above.

         1.4      Notwithstanding   any  other   provision  in  this  Agreement,
                  adjustments  shall be made between the Creditors  from time to
                  time to reflect the fact that any contingent  obligation taken
                  into account as an obligation under the First,  Second,  Third
                  or Fourth  Transactions  becomes  satisfied  or  incapable  of
                  maturing into an actual obligation.

2.       INDEMNIFICATION  BY  EACH  CREDITOR.  Each  Creditor  shall  indemnify,
         defend, and hold harmless the other Creditors against and in respect of
         any  and all  liability,  claims,  demands,  losses,  costs,  expenses,
         obligations,   liabilities,   damages,  recoveries,  and  deficiencies,
         including  interest,   penalties,   and  reasonable   professional  and
         attorney's fees, including those arising from settlement  negotiations,
         that the other  Creditors  shall incur or suffer,  which arise,  result
         from,  or relate to a breach of, or  failure  by a Creditor  to perform
         under, Section 1.2 or 1.3 of this Agreement.


4.       MISCELLANEOUS.

                  4.1  Assignment.  The rights and  obligations  of the  parties
         under this  Agreement may not be assigned or assumed  without the prior
         written consent of all parties.

                  4.2 Binding  Effect.  This Agreement  shall be binding on, and
         shall inure to the  benefit of, the parties to it and their  respective
         heirs, legal representatives, and successors.

                  4.3 Parties in Interest.  Except as expressly provided in this
         Agreement,  nothing in this Agreement,  whether express or implied,  is
         intended  to confer any rights or  remedies  under or by reason of this
         Agreement  on any  persons  other  than  the  parties  to it and  their
         respective  successors  and assigns,  nor is anything in this Agreement
         intended to relieve or  discharge  the  obligation  or liability of any
         third persons to any party to this  Agreement,  nor shall any provision
         give any third persons any right to  subrogation or action over against
         any party to this Agreement.

                  4.4 Entire  Agreement.  This Agreement  constitutes the entire
         agreement  between  the  parties   pertaining  to  the  subject  matter
         contained  in  it  and   supersedes   all  prior  and   contemporaneous
         agreements, representations and understandings of the parties.


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                  4.5 Amendment.  No supplement,  modification,  or amendment of
         this Agreement  shall be binding unless  executed in writing by all the
         parties.

                  4.6  Waiver.  No  waiver  of  any of the  provisions  of  this
         Agreement shall be deemed, or shall  constitute,  a waiver of any other
         provision,  whether or not similar,  nor shall any waiver  constitute a
         continuing  waiver.  No waiver  shall be  binding  unless  executed  in
         writing by the party making the waiver.

                  4.7  Notices.  Notices  given  under this  Agreement  shall be
         delivered  as  set  forth  in the  purchase  agreement  to  the  Second
         Transaction.

                  4.8 Governing Law and Venue. This Agreement shall be construed
         in accordance with, and governed by, the laws of the State of New York,
         and any action or  proceeding,  including  arbitration,  brought by any
         party in which this  Agreement  is a  subject,  shall be brought in New
         York County, New York.

                  4.9 Effect of  Headings.  The headings of the Sections of this
         Agreement are included for purposes of convenience  only, and shall not
         affect the construction or interpretation of any of its provisions.

                  4.10  Invalidity.  Any  provision of this  Agreement  which is
         invalid,  void, or illegal, shall not affect, impair, or invalidate any
         other  provision of this Agreement,  and such other  provisions of this
         Agreement shall remain in full force and effect.

                  4.11 Counterparts.  This Agreement may be executed in multiple
         counterparts,  each of which  may be  executed  by less than all of the
         parties and shall be deemed to be an original instrument which shall be
         enforceable  against the parties actually  executing such  counterparts
         and all of which together shall constitute one and the same instrument.
         In lieu of the original documents,  a facsimile transmission or copy of
         the original  documents  shall be as effective and  enforceable  as the
         original.

                  4.12 Number and Gender.  When  required by the context of this
         Agreement, each number (singular and plural) shall include all numbers,
         and each gender shall include all genders.

                  4.13 Further  Assurances.  Each party to this Agreement agrees
         to execute  further  instruments  as may be  necessary  or desirable to
         carry out this  Agreement,  provided the party  requesting such further
         action shall bear all related costs and expenses.

                  4.14  Professional  Fees and Costs.  If any legal or equitable
         action, arbitration,  or other proceeding,  whether on the merits or on
         motion, are brought or undertaken,  or an attorney retained, to enforce
         this Agreement,  or because of an alleged dispute,  breach, default, or
         misrepresentation  in  connection  with any of the  provisions  of this
         Agreement,  then the successful or prevailing  party or parties in such
         undertaking (or the party that would prevail if an action were brought)
         shall be  entitled  to  recover  reasonable  attorney's  fees and other
         professional fees and other costs incurred in such action,  proceeding,
         or discussions, in addition to any other relief to which such party may
         be  entitled.  The parties  intend this  provision to be given the most
         liberal  construction  possible  and to apply to any  circumstances  in
         which such party reasonably incurs expenses.

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                [SIGNATURE PAGE RESTATED INTERCREDITOR AGREEMENT]


      IN WITNESS WHEREOF, this Agreement has been duly executed by the Creditors
as of the day and year first written above.



BRISTOL INVESTMENT FUND, LTD.               ALPHA CAPITAL AKTIENGESELLSCHAFT


By: ____________________________            By: _____________________________
Name:                                                         Name:
Title:                                                        Title:

SDS MERCHANT FUND, LP                       STONESTREET LIMITED PARTNERSHIP


By: ____________________________            By: _____________________________
Name:                                                         Name:
Title:                                                        Title:


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