Exhibit 4.02



     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  DECEMBER  28,  2001, 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
                                                                   1,000,000
                                                                   Shares of
                                                                   Common
                                                                   Stock, par
                                                                   value $0.0001
                                                                   per share

                             STOCK PURCHASE WARRANT

     THIS  CERTIFIES  THAT, for value received, Bristol Investment Fund, Ltd. 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 (1,000,000) fully paid
and  nonassessable  shares  of the Company's Common Stock, par value $0.0001 per
share  (the  "Common Stock"), at an exercise price per share equal to the lesser
of  (i)  $0.385  and (ii) the average of the lowest three (3) Trading Prices (as
defined  below)  during  the  twenty  (20)  Trading  Days  (as  defined  below)
immediately  prior  to  exercise,  discounted by 30% (the "Exercise Price"). 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  December 28, 2001, by and among the Company and the
Buyers  listed  on  the  execution  page  thereof  (the  "Securities  Purchase
Agreement"), including any additional warrants issuable pursuant to Section 4(l)
thereof.  "Trading  Price"  means, for any security as of any date, the intraday
trading  price  on the Over-the-Counter Bulletin Board (the "OTCBB") as reported
by  Bloomberg  Financial  Markets  or  an equivalent, reliable reporting service
mutually  acceptable  to  and  hereafter  designated  by  the Holder hereof, the
Company  ("Bloomberg")  or, if the OTCBB is not the principal trading market for
such  security,  the  intraday  trading  price of such security on the principal


                                       24
<PAGE>
securities exchange or trading market where such security is listed or traded as
reported  by  Bloomberg  or,  if  no  intraday trading price of such security is
available  in  any of the foregoing manners, the average of the intraday trading
prices  of  any  market  makers  for  such security that are listed in the "pink
sheets"  by  the  National Quotation Bureau, Inc. If the Trading Price cannot be
calculated  for  such  security  on  such date in the manner provided above, the
Trading  Price  shall  be  the  fair  market value as mutually determined by the
Company  and  the holder hereof being converted for which the calculation of the
Trading  Price  is  required  in order to determine the Conversion Price of such
Debentures. "Trading Day" shall mean any day on which the Common Stock is traded
for  any  period  on the OTCBB, or on the principal securities exchange or other
securities  market  on  which  the  Common  Stock  is  then  being  traded.

     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
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 or, at the option of the
holder, in shares of Common Stock valued at the Exercise Price, an amount (the
"Default Amount") 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 Default Amount shall be paid to
the Holder by the fifth day of the month following the month in which it has
accrued.


                                       25
<PAGE>
          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  4.9%  of  the  outstanding  shares  of  Common  Stock. 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
5:00 p.m., Los Angeles, 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.  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


                                       26
<PAGE>
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
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 and whenever on or after the date of issuance of this Warrant,
the Company issues or sells, or in accordance with Paragraph 4(b) hereof is
deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share (before deduction of reasonable expenses or
commissions or underwriting discounts or allowances in connection therewith)
less than the Market Price (as hereinafter defined) on the date of issuance (a
"Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise
Price will be reduced to a price determined by multiplying the Exercise Price in
effect immediately prior to the Dilutive Issuance by a fraction, (i) the
numerator of which is an amount equal to the sum of (x) the number of shares of
Common Stock actually outstanding immediately prior to the Dilutive Issuance,


                                       27
<PAGE>
plus (y) the quotient of the aggregate consideration, calculated as set forth in
Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance
divided by the Market Price in effect immediately prior to the Dilutive
Issuance, and (ii) the denominator of which is the total number of shares of
Common Stock Deemed Outstanding (as defined below) immediately after the
Dilutive Issuance.

          (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,
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


                                       28
<PAGE>
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.

               (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.


                                       29
<PAGE>
               (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.

          (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.


                                       30
<PAGE>
          (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 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;


                                       31
<PAGE>
               (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 exchange of
Convertible Securities, as of the date of issuance of such Convertible
Securities, if any.


                                       32
<PAGE>
               (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 (the "OTC BB") for the five (5) Trading Days
immediately preceding such date as reported by Bloomberg, or (ii) if the OTC BB
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, 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 $0.0001 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 $0.0001 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
shareholder 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


                                       33
<PAGE>
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 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, dated as of December 28, 2001, 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


                                       34
<PAGE>
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
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 3450 Hillview Avenue,
Palo Alto, California 94304, Attention: President and Chief Executive Officer,
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 APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS
ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR


                                       35
<PAGE>
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 WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS' FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.

     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.


                                       36
<PAGE>
          (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 remedies set forth 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]



                                       37
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly  authorized  officer.

                                          AMNIS SYSTEMS INC.


                                     By:
                                          --------------------------------------
                                          Michael  A.  Liccardo
                                          President  and Chief Executive Officer


Dated as of December 28, 2001



                                       38
<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.



                                       39
<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.


                                       40
<PAGE>