Exhibit 4.02


THIS  WARRANT  AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND  THE  COMMON  SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  AS  TO  THIS  WARRANT  UNDER  SAID ACT OR AN OPINION OF
COUNSEL  REASONABLY SATISFACTORY TO AMNIS SYSTEMS INC. THAT SUCH REGISTRATION IS
NOT  REQUIRED.


                           Right to Purchase _________ shares of Common Stock of
                   Amnis Systems Inc. (subject to adjustment as provided herein)


                          COMMON STOCK PURCHASE WARRANT

No.  2002-__                                     Issue Date:  June 18, 2002

     AMNIS  SYSTEMS INC., a corporation organized under the laws of the State of
Delaware  (the  "Company"),  hereby  certifies  that,  for  value  received,
_________________________________  (the  "Holder"),  or  assigns,  is  entitled,
subject  to  the  terms  set  forth below, to purchase from the Company from and
after  six  months  from  the Issue Date of this Warrant and at any time or from
time  to time before 5:00 p.m., New York time, through five (5) years after such
date (the "Expiration Date"), up to ________ fully paid and nonassessable shares
of  Common  Stock  (as  hereinafter defined), $.0001 par value per share, of the
Company  at  a  per share purchase price of $0.1301. The aforedescribed purchase
price  per share, as adjusted from time to time as herein provided, are referred
to  herein  as  the "Purchase Price". The number and character of such shares of
Common  Stock  and  the  Purchase  Price  are  subject to adjustment as provided
herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

     (a)     The  term  "Company"  shall  include  Amnis  Systems  Inc.  and any
corporation which shall succeed or assume the obligations of Amnis Systems, Inc.
hereunder.

     (b)     The  term  "Common  Stock" includes (a) the Company's Common Stock,
$.0001  par  value  per  share,  as  authorized  on the date of the Subscription
Agreement  referred  to  in Section 9 hereof, (b) any other capital stock of any
class  or  classes  (however  designated) of the Company, authorized on or after
such  date,  the holders of which shall have the right, without limitation as to
amount,  either  to  all  or  to a share of the balance of current dividends and
liquidating  dividends  after  the payment of dividends and distributions on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence  of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening  of such a contingency) and (c) any other securities into which or for
which  any  of  the  securities  described  in  (a)  or  (b) may be converted or
exchanged  pursuant  to a plan of recapitalization, reorganization, merger, sale
of  assets  or  otherwise.

     (c)     The  term "Other Securities" refers to any stock (other than Common
Stock)  and  other  securities  of the Company or any other person (corporate or
otherwise)  which  the  holder  of  the Warrant


                                        1
<PAGE>
at  any  time  shall  be  entitled  to  receive,  or shall have received, on the
exercise  of  the Warrant, in lieu of orin addition to Common Stock, or which at
any  time  shall  be  issuable  or  shall have been issued in exchange for or in
replacement  of  Common  Stock  or  Other  Securities  pursuant  to Section 4 or
otherwise.

     1.   Exercise  of  Warrant.
          ---------------------

          1.1.     Number  of Shares Issuable upon Exercise.  From and after the
                   ----------------------------------------
date  hereof  through and including the Expiration Date, the holder hereof shall
be  entitled  to  receive,  upon exercise of this Warrant in whole in accordance
with  the  terms  of  subsection 1.2 or upon exercise of this Warrant in part in
accordance  with  subsection 1.3, shares of Common Stock of the Company, subject
to  adjustment  pursuant  to  Section  4.

          1.2.     Full  Exercise.  This Warrant may be exercised in full by the
                   --------------
holder  hereof  by  delivery  of  an  original  or facsimile copy of the form of
subscription  attached  as  Exhibit  A  hereto  (the  "Subscription  Form") duly
executed  by  such holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant  Agent  (as provided hereinafter), accompanied by payment, in cash, wire
transfer  or  by  certified  or  official bank check payable to the order of the
Company,  in  the  amount obtained by multiplying the number of shares of Common
Stock  for  which this Warrant is then exercisable by the Purchase Price then in
effect.

          1.3.     Partial Exercise.  This Warrant may be exercised in part (but
                   ----------------
not  for  a  fractional share) by surrender of this Warrant in the manner and at
the  place  provided  in  subsection  1.2  except that the amount payable by the
holder  on such partial exercise shall be the amount obtained by multiplying (a)
the  number  of  shares  of  Common  Stock  designated  by  the  holder  in  the
Subscription Form by (b) the Purchase Price then in effect.  On any such partial
exercise,  the  Company,  at its expense, will forthwith issue and deliver to or
upon  the order of the holder hereof a new Warrant of like tenor, in the name of
the  holder  hereof  or  as  such  holder  (upon  payment  by such holder of any
applicable transfer taxes) may request, the number of shares of Common Stock for
which  such  Warrant  may  still  be  exercised.

          1.4.     Fair  Market  Value.  Fair  Market Value of a share of Common
                   -------------------
Stock  as  of  a  particular date (the "Determination Date") shall mean the Fair
Market  Value  of  a share of the Company's Common Stock. Fair Market Value of a
share  of  Common  Stock  as  of  a  Determination  Date  shall  mean:

               (a)     If the Company's Common Stock is traded on an exchange or
is  quoted  on  the  National  Association of Securities Dealers, Inc. Automated
Quotation  ("NASDAQ")  National Market System, the NASDAQ SmallCap Market or the
American  Stock  Exchange,  Inc.,  then  the  closing  or  last  sale  price,
respectively,  reported  for  the  last  business  day immediately preceding the
Determination  Date.

               (b)     If  the  Company's  Common  Stock  is  not  traded  on an
exchange  or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the mean of the closing bid and asked prices reported for the last business
day  immediately  preceding  the  Determination  Date.

               (c)     Except  as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree or
in  the  absence  of  agreement by arbitration in accordance with the rules then
standing  of the American Arbitration Association, before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the  matter  to  be  decided.


                                        2
<PAGE>
               (d)     If  the  Determination Date is the date of a liquidation,
dissolution  or winding up, or any event deemed to be a liquidation, dissolution
or  winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus  all other amounts to be
payable  per  share  in  respect  of  the  Common Stock in liquidation under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common  Stock then issuable upon exercise of all of the Warrants are outstanding
at  the  Determination  Date.

          1.5.     Company  Acknowledgment. The Company will, at the time of the
                   -----------------------
exercise  of  the  Warrant, upon the request of the holder hereof acknowledge in
writing  its  continuing obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant.  If  the  holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to  afford  to  such  holder  any  such  rights.

          1.6.     Trustee  for  Warrant  Holders.  In  the event that a bank or
                   ------------------------------
trust  company  shall  have  been  appointed  as  trustee for the holders of the
Warrants  pursuant  to Subsection 3.2, such bank or trust company shall have all
the  powers  and  duties of a warrant agent (as hereinafter described) and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as  the  case  may  be, on exercise of this Warrant pursuant to this
Section  1.

     2.1     Delivery  of  Stock  Certificates,  etc.  on Exercise.  The Company
             -----------------------------------------------------
agrees  that  the shares of Common Stock purchased upon exercise of this Warrant
shall  be  deemed  to be issued to the holder hereof as the record owner of such
shares  as of the close of business on the date on which this Warrant shall have
been  surrendered  and  payment  made  for  such shares as aforesaid. As soon as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  seven  (7) days thereafter, the Company at its expense (including
the  payment by it of any applicable issue taxes) will cause to be issued in the
name  of  and delivered to the holder hereof, or as such holder (upon payment by
such  holder  of  any  applicable  transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and  validly  issued,  fully  paid  and nonassessable shares of Common Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in  lieu  of  any  fractional  share  to  which  such  holder would otherwise be
entitled,  cash  equal to such fraction multiplied by the then Fair Market Value
of  one  full  share,  together  with  any  other  stock or other securities and
property  (including  cash,  where  applicable) to which such holder is entitled
upon  such  exercise  pursuant  to  Section  1  or  otherwise.

     2.2.     Cashless  Exercise.
              ------------------

          (a)     Payment  may  be  made  either  in (i) cash or by certified or
official  bank check payable to the order of the Company equal to the applicable
aggregate  Purchase  Price,  (ii)  by  delivery  of  Common  Stock issuable upon
exercise  of  the  Warrants  in  accordance with Section (b) below or (iii) by a
combination  of  any  of  the foregoing methods, for the number of Common Shares
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment  in the total number of shares of Common Stock issuable to the holder
per  the  terms  of  this Warrant) and the holder shall thereupon be entitled to
receive  the  number  of  duly  authorized,  validly  issued,  fully-paid  and
non-assessable  shares  of  Common  Stock  (or  Other  Securities) determined as
provided  herein.

          (b)     Notwithstanding  any provisions herein to the contrary, if the
Fair  Market  Value  of  one  share of Common Stock is greater than the Purchase
Price  (at  the  date  of calculation as set forth below), in lieu of exercising
this  Warrant  for  cash,  upon  consent of the Company, the holder may elect to
receive  shares equal to the value (as determined below) of this Warrant (or the
portion  thereof  being


                                        3
<PAGE>
cancelled)  by  surrender of this Warrant at the principal office of the Company
together with the properly endorsed Subscription Form in which event the Company
shall  issue to the holder a number of shares of Common Stock computed using the
following  formula:

                    X= Y(A-B)
                       ------
                         A

          Where     X=   the  number of shares of Common Stock to be issued to
                         the  holder

                    Y=   the  number of shares of Common Stock purchasable under
                         the  Warrant  or,  if  only a portion of the Warrant is
                         being  exercised,  the  portion  of  the  Warrant being
                         exercised  (at  the  date  of  such  calculation)

                    A=   the  Fair  Market  Value  of one share of the Company's
                         Common  Stock  (at  the  date  of  such  calculation)

                    B=   Purchase  Price  (as  adjusted  to  the  date  of  such
                         calculation)

          (c)     The  Holder  may  not  employ  the  cashless  exercise feature
described above at any time that the Warrant Stock to be issued upon exercise is
included  for  unrestricted  resale  in  an  effective  registration  statement.

     3.   Adjustment  for  Reorganization,  Consolidation,  Merger,  etc.
          ---------------------------------------------------------------

          3.1.     Reorganization,  Consolidation,  Merger, etc.  In case at any
                   --------------------------------------------
time  or  from  time to time, the Company shall (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person  or  (c)  transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  such  dissolution,  as  the case may be, shall receive, in lieu of the
Common  Stock  (or  Other  Securities)  issuable  on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash)  to  which  such  holder  would  have  been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
holder  had so exercised this Warrant, immediately prior thereto, all subject to
further  adjustment  thereafter  as  provided  in  Section  4.

          3.2.     Dissolution.  In  the event of any dissolution of the Company
                   -----------
following  the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be  delivered the stock and other securities and property (including cash, where
applicable)  receivable  by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office  in New York, NY, as trustee for the holder or holders of
the  Warrants.

          3.3.     Continuation  of  Terms.  Upon  any  reorganization,
                   -----------------------
consolidation,  merger  or transfer (and any dissolution following any transfer)
referred  to  in  this  Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and  property  receivable  on the exercise of this Warrant after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  dissolution following any such transfer, as the case may be, and shall
be  binding upon the issuer of any such stock or other securities, including, in
the  case of any such transfer, the person acquiring all or substantially all of
the  properties  or  assets  of  the


                                        4
<PAGE>
Company,  whether  or  not such person shall have expressly assumed the terms of
this  Warrant  as  provided  in  Section  4.  In the event this Warrant does not
continue  in  full  force  and  effect after the consummation of the transaction
described  in  this  Section  3,  then  only  in  such  event will the Company's
securities  and  property  (including  cash, where applicable) receivable by the
holders  of  the Warrants be delivered to the Trustee as contemplated by Section
3.2.

          3.4.     Share  Issuance.   Except  for  the  Excepted  Issuances  as
                   ---------------
described  in  Section  11  of the Subscription Agreement, if the Company at any
time  shall  issue  any shares of Common Stock prior to the complete exercise of
this  Warrant  for a consideration less than the Purchase Price that would be in
effect  at  the  time of such issue, then, and thereafter successively upon each
such  issue,  the  Purchase Price shall be reduced as follows: (i) the number of
shares  of  Common  Stock  outstanding  immediately prior to such issue shall be
multiplied  by  the  Purchase  Price in effect at the time of such issue and the
product  shall  be added to the aggregate consideration, if any, received by the
Company  upon  such issue of additional shares of Common Stock; and (ii) the sum
so obtained shall be divided by the number of shares of Common Stock outstanding
immediately  after  such  issue.  The  resulting  quotient shall be the adjusted
Purchase  Price.  For  purposes of this adjustment, the issuance of any security
of the Company carrying the right to convert such security into shares of Common
Stock  or  of any warrant, right or option to purchase Common Stock shall result
in  an  adjustment  to  the Purchase Price upon the issuance of shares of Common
Stock  upon  exercise  of  such  conversion  or  purchase  rights.

     4.     Extraordinary  Events Regarding Common Stock.  In the event that the
            --------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution  on  outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock or (c) combine its outstanding shares of the Common Stock
into  a  smaller number of shares of the Common Stock, then, in each such event,
the  Purchase  Price  shall, simultaneously with the happening of such event, be
adjusted  by multiplying the then Purchase Price by a fraction, the numerator of
which  shall  be  the  number  of shares of Common Stock outstanding immediately
prior  to  such event and the denominator of which shall be the number of shares
of  Common  Stock  outstanding  immediately after such event, and the product so
obtained  shall  thereafter  be  the Purchase Price then in effect. The Purchase
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 4. The number
of  shares  of Common Stock that the holder of this Warrant shall thereafter, on
the  exercise  hereof  as provided in Section 1, be entitled to receive shall be
increased  to  a number determined by multiplying the number of shares of Common
Stock  that  would  otherwise  (but  for  the  provisions  of this Section 4) be
issuable  on  such  exercise  by  a  fraction  of which (a) the numerator is the
Purchase  Price  that would otherwise (but for the provisions of this Section 4)
be  in  effect,  and  (b) the denominator is the Purchase Price in effect on the
date  of  such  exercise.

     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  the  Warrants,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of the Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding  or deemed to be outstanding and (c) the Purchase Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a  copy  of  each  such  certificate  to the holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).


                                        5
<PAGE>
     6.     Reservation  of  Stock,  etc.  Issuable  on  Exercise  of  Warrant;
            -------------------------------------------------------------------
Financial  Statements.   From  and  after  the  Issue  Date of this Warrant, the
---------------------
Company  will  at  all times reserve and keep available, solely for issuance and
delivery  on  the exercise of the Warrants, all shares of Common Stock (or Other
Securities)  from  time  to  time issuable on the exercise of the Warrant.  This
Warrant  entitles the holder hereof to receive copies of all financial and other
information  distributed  or  required  to  be distributed to the holders of the
Company's  Common  Stock.

     7.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred by any registered holder hereof (a "Transferor") with respect to
any  or  all  of the Shares. On the surrender for exchange of this Warrant, with
the  Transferor's  endorsement  in  the  form  of Exhibit B attached hereto (the
"Transferor  Endorsement  Form")  and  together  with  evidence  reasonably
satisfactory  to the Company demonstrating compliance with applicable securities
laws,  the  Company  at  its  expense, but with payment by the Transferor of any
applicable  transfer  taxes)  will  issue  and deliver to or on the order of the
Transferor  thereof  a new Warrant or Warrants of like tenor, in the name of the
Transferor  and/or  the  transferee(s)  specified in such Transferor Endorsement
Form  (each  a  "Transferee"),  calling  in  the  aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of  the  Warrant  so  surrendered  by  the  Transferor.

     8.     Replacement  of  Warrant.  On  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 of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.     Registration  Rights.  The  Holder of this Warrant is hereby granted
            --------------------
certain  registration  rights by the Company.  These registration rights are set
forth  in a Subscription Agreement entered into by the Company and the Holder as
Subscriber  of  the Company's Convertible Notes at or prior to the issue date of
this  Warrant.  The  terms  of  the registration rights relating to common stock
purchase  warrants  issued pursuant to Subscription Agreement ("Other Warrants")
are  incorporated  herein  by  this  reference  and  granted  to  the  Holder in
connection  with  this  Warrant.  All  other  rights,  remedies,  privileges,
indemnification,  and  reservation  rights  granted  to  the holder of the Other
Warrants  are hereby granted to the Holder of this Warrant.  Upon the occurrence
of  a  Non-Registration  Event, as defined in the Subscription Agreement, in the
event  the Company is unable to issue Common Stock upon exercise of this Warrant
that  has been registered in a Registration Statement described in Section 10 of
the  Subscription  Agreement,  within  the  time  periods  described  in  the
Subscription  Agreement,  which Registration Statement must be effective for the
periods  set  forth in the Subscription Agreement, then upon written demand made
by  the  Holder,  the Company will pay to the Holder of this Warrant, in lieu of
delivering  Common  Stock,  a  sum  equal  to the closing price of the Company's
Common  Stock on the principal market or exchange upon which the Common Stock is
listed  for trading on the trading date immediately preceding the date notice is
given  by  the  Holder,  less the Purchase Price, for each share of Common Stock
designated  in  such  notice  from  the  Holder.

     10.     Maximum  Exercise.  The  Holder  shall  not be entitled to exercise
             -----------------
this  Warrant  on  an exercise date, in connection with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common  Stock beneficially owned by the Holder and its affiliates on an exercise
date,  and  (ii) the number of shares of Common Stock issuable upon the exercise
of  this  Warrant  with respect to which the determination of this limitation is
being  made  on  an exercise date, which would result in beneficial ownership by
the  Holder  and  its affiliates of more than 9.99% of the outstanding shares of
Common  Stock  of the Company on such date.  For the purposes of the immediately


                                        6
<PAGE>
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-3  thereunder.  Subject to the foregoing, the Holder shall not be limited to
aggregate  exercises which would result in the issuance of more than 9.99%.  The
restriction  described  in  this paragraph may be revoked upon seventy-five (75)
days prior notice from the Holder to the Company.  The Holder may allocate which
of  the  equity of the Company deemed beneficially owned by the Subscriber shall
be  included in the 9.99% amount described above and which shall be allocated to
the  excess  above  9.99%.

     11.     Warrant  Agent.  The  Company  may,  by  written notice to the each
             --------------
holder  of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or  Other  Securities)  on  the exercise of this Warrant pursuant to Section 1,
exchanging  this  Warrant  pursuant  to  Section  7,  and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.

     12.     Transfer on the Company's Books.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.     Notices.  All  notices, demands, requests, consents, approvals, and
             -------
other  communications  required  or permitted hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in  the  mail,  registered  or  certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as  set  forth below or to such other address as such party shall have specified
most  recently by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,  with  accurate  confirmation  generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be  received),  or  the first business day following such delivery (if delivered
other  than  on a business day during normal business hours where such notice is
to  be received) or (b) on the second business day following the date of mailing
by  express  courier  service, fully prepaid, addressed to such address, or upon
actual  receipt  of  such  mailing,  whichever  shall  first  occur.

     14.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York.  Any dispute relating to this Warrant shall be
adjudicated  in  New York County in the State of New York.  The headings in this
Warrant  are  for  purposes  of reference only, and shall not limit or otherwise
affect  any  of  the  terms  hereof.  The  invalidity or unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision.


                                        7
<PAGE>
     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first  written  above.

                                        AMNIS  SYSTEMS  INC.


                                        By:_____________________________________
                                              Name:
                                              Title:



Witness:


_________________________________


                                        8
<PAGE>