Exhibit 10.02



THE  SECURITIES  TO  WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED (THE  "SECURITIES ACT"), OR UNDER ANY
STATE  SECURITIES LAW, AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER
THE SECURITIES ACT AND AS REQUIRED BY APPLICABLE STATE SECURITIES LAWS IN EFFECT
AS  TO SUCH TRANSFER, UNLESS AN EXEMPTION FROM SUCH REGISTRATION UNDER STATE AND
FEDERAL  LAW  IS  AVAILABLE.  THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN
OFFER  TO  SELL  OR  THE  SOLICITATION  OF AN OFFER TO BUY ANY OF THE SECURITIES
REFERRED  TO  HEREIN.

                              AMENDED AND RESTATED

                           UNIT SUBSCRIPTION AGREEMENT

Amnis  Systems  Inc.
3450  Hillview  Avenue
Palo  Alto,  CA  94304

     Re:  Amnis Systems Inc., a Delaware Corporation (the "Company")
          Purchase of Units (the "Units") as described below.

Gentlemen:

     This  Amended and Restated Unit Subscription Agreement (the "Agreement") is
dated  effective  as of the date first written below, by and between the Company
and  the  undersigned  ("Purchaser"),  with  respect  to  that  certain  Unit
Subscription Agreement dated as of February 15, 2002 between the Company and the
Purchaser which, in consideration of the respective representations, warranties,
covenants  and  agreements  set  forth  in this Agreement and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
expressly  acknowledged,  the Company and the Purchaser, intending to be legally
bound  hereby,  agree  to  amend  and  restate  to  read  in  full  as  follows:

     The  Purchaser,  by  signing  the  signature  page  attached hereto, hereby
irrevocably  tenders  this  subscription  and  applies to purchase the number of
Units  (the  "Designated  Units")  as  set  out under Purchaser's address on the
signature  page  hereto  for a purchase price of $8.00 per Designated Unit and a
total purchase price for the Designated Units as set forth on the signature page
hereto,  each  Designated Unit consisting of ten shares (the "Common Shares") of
the  Company's  Common  Stock, par value $0.0001 per share (the "Common Stock"),
and  one  warrant  (a  "Warrant")  to purchase three shares of Common Stock (the
"Warrant  Shares")  at  an exercise price per share set forth in the amended and
restated  warrant  agreement  (the  "Amended  and  Restated  Warrant Agreement")
attached hereto as Exhibit A; provided however, for each Designated Unit, at the
option  of Purchaser (the "Reset Option"), that (1) as of the date first written
below,  the  Reset  Option  shall  be  automatically exercised and the number of
Common


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<PAGE>
Shares  comprising  such  Designated  Unit  shall be increased by the difference
between  (A)  the  purchase price per Designated Unit set forth on the signature
page  hereto  divided  by $0.385, less (B) ten, and the Company will deliver the
certificates  representing  such  additional Common Shares to Grushko & Mittman,
P.C.  (the  "Escrow  Agent")  pursuant  to a Funds Escrow Agreement of even date
herewith  by and among the Company, each Purchaser and the Escrow Agent; and (2)
at  any  time after the date first written below, from time to time but only one
time  for  each  Designated  Unit,  until June 18, 2005, the Reset Option may be
exercised  again  by  written notice to the Company, in which case the number of
Common  Shares  comprising  such  Designated  Unit  shall  be  increased  by the
difference  (rounded  to the nearest whole share) between (A) the purchase price
per Designated Unit set forth on the signature page hereto divided by 70% of the
average  of the three lowest intraday trading prices for the Common Stock on the
Principal  Market for the 20 trading days prior to but not including the date of
such  notice  ("Principal  Market"  shall  mean  the  OTC  Pink Sheets, NASD OTC
Bulletin  Board, NASDAQ SmallCap Market, NASDAQ National Market System, American
Stock  Exchange,  or  New  York  Stock  Exchange,  as applicable, or if not then
trading  on  any of the foregoing, such other principal market or exchange where
the Common Stock is listed or traded), less (B) 21, and the Company will deliver
the  certificates  representing  such  additional  Common Shares to Purchaser no
later  than  five  business  days  after  receipt  of  such  written  notice.

     The  Purchaser  shall  not  be entitled to exercise the Reset Option at any
date  ("Reset  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  Purchaser and its affiliates on a Reset  Date, and
(ii)  the  number  of  shares  of Common Stock issuable upon the exercise of the
Reset  Option with respect to which the determination of this provision is being
made  on  a  Reset  Date,  which  would  result  in  beneficial ownership by the
Purchaser  and  its  affiliates  of more than 9.99% of the outstanding shares of
Common  Stock  of  the  Company  on  such  Reset  Date.  For the purposes of the
provision  to  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-3 thereunder.  Subject to the foregoing,
the  Purchaser  shall  not  be  limited to aggregate exercises of only 9.99% and
aggregate  exercise  by  the Purchaser may exceed 9.99%.  The Purchaser may void
the  exercise  limitation described in this paragraph upon 75 days prior written
notice  to  the  Company.  The Purchaser may allocate which of the equity of the
Company  deemed  beneficially  owned  by  the Purchaser shall be included in the
9.99%  amount  described  above and which shall be allocated to the excess above
9.99%.

     The  amount  of  cash or good funds as tender of the purchase price for the
Designated  Units, has been paid and, based on the price per Designated Unit set
forth on the signature page hereto, is in the aggregate amount set out under the
undersigned's  address  on  the  signature  page  hereto.

     The Company has authorized the issuance, sale and delivery of up to 250,000
Units  and  intends to offer and sell other Units to other investors pursuant to
separate  similar  subscription  agreements.

     Purchaser  hereby  represents  and  warrants  to,  and  covenants with, the
Company  as follows, recognizing that the Company will rely to a material degree
upon such representations,


                                        2
<PAGE>
warranties  and  covenants,  each  of which shall survive any acceptance of this
subscription in whole or in part by the Company and the issuance and sale of any
Designated  Units  to  Purchaser:

1.     DUE  DILIGENCE.  Purchaser  acknowledges  that Purchaser has received and
       --------------
reviewed  a copy of the Company's Business Plan and that Purchaser has conducted
its  own  due  diligence  with  respect  to  the  information contained therein.
Purchaser  understands  and  agrees  that  the Business Plan and the information
contained  therein  are  not  to  be construed as representations, warranties or
promises  of  future  performance.

2.     COMPLIANCE  WITH  SECURITIES LAWS.  Purchaser understands and agrees that
       ---------------------------------
the  Common  Shares and Warrants comprising the Designated Units and the Warrant
Shares  have  not  been  registered under the Securities Act of 1933, as amended
(the  "Securities  Act"),  by reason of one or more specific exemptions from the
registration  provisions thereof which depend upon, among other things, the bona
fide  nature  of  the investment as expressed herein.  Purchaser understands and
agrees  that  the  Company  may  present  this  Agreement  and  the  Investor
Questionnaire  attached  hereto  to such parties as it deems advisable if called
upon to establish the availability under any federal or state securities laws of
an  exemption  from  such  registration.

3.     INVESTOR QUESTIONNAIRE.  All statements made by Purchaser in the Investor
       ----------------------
Questionnaire  that is attached hereto are true, accurate and complete as of the
date  hereof.

4.     ACCREDITED  INVESTOR.  Purchaser is an "accredited investor"  (as defined
       --------------------
in  Regulation  D  under  the  Securities  Act and as described in Part B of the
Investor  Questionnaire  attached  hereto).

5.     RISK  OF  INVESTMENT.  Purchaser  has  been informed and is aware that an
       --------------------
investment  in the Company involves a high degree of risk and speculation and is
suitable only for investors who can afford a loss of their entire investment and
who  have  no  need  for  liquidity  from  their  investment.

6.     KNOWLEDGE  AND  EXPERIENCE.  Purchaser  confirms  that Purchaser has such
       --------------------------
knowledge  and  experience  in  financial  and  business  matters,  including
investments  in  companies  similar to the Company, that it is qualified to make
decisions  with  respect  to  investments  in restricted securities such as this
Agreement  and  the  Designated Units, and has requested, received, reviewed and
considered  all  information  Purchaser  deems  relevant in making a decision to
execute  this  Agreement  and  to  purchase  the  Designated  Units.  Purchaser
acknowledges  that Purchaser is capable of evaluating the merits and risks of an
investment  in  the  Designated  Units.

7.     ACCESS  TO INFORMATION.  Purchaser acknowledges that the Company has made
       ----------------------
available  to  Purchaser  the opportunity to (A) discuss the Company's business,
management  and  financial  affairs  with  its management, (B) ask questions and
receive  answers  concerning  the  terms  and  conditions of the offering of the
Units,  and  (C) obtain any additional information that the Company possesses or
can  acquire  without unreasonable effort or expense that is necessary to verify
the  accuracy  of  the  information  furnished  or  to  decide whether or not to
purchase  the  Designated  Units.

8.     SUITABILITY.  Purchaser  has  carefully considered and has, to the extent
       -----------
Purchaser  deemed  necessary, discussed with Purchaser's own professional legal,
tax  and  financial  advisers


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<PAGE>
the  suitability  of  an  investment  in  the  Designated  Units for Purchaser's
particular  tax  and  financial situation, and Purchaser has determined that the
Units  are a suitable investment. Purchaser understands and acknowledges that no
federal or state agency has made any finding or determination as to the fairness
or  suitability  for investment in, or any recommendation or endorsement of, the
Company  or  the  Units.

9.     INVESTMENT.  Purchaser is purchasing the Designated Units for Purchaser's
       ----------
own  account  for investment and not with a view to, or for resale in connection
with,  any distribution thereof or of any interest therein.  No person or entity
has  any  beneficial  ownership  or  interest  in  the Designated Units, and the
Designated  Units  are  not,  and  will  not  be, subject to any lien, pledge or
encumbrance  of  any  kind.

10.     RESTRICTIONS  ON RESALES.  Purchaser understands and agrees that because
        ------------------------
the  Common Shares and Warrants comprising the Units and the Warrant Shares have
not  been  registered  under  the Securities Act, the Common Shares and Warrants
comprising the Designated Units and the Warrant Shares must be held indefinitely
unless  subsequently  registered  under  the Securities Act or an exemption from
such  registration is available.  Purchaser further understands and acknowledges
that  the  Securities  Act prohibits resales of securities except pursuant to an
effective  registration  statement  or  an exemption from registration for which
such securities and Purchaser qualifies.  Purchaser understands and acknowledges
that  there  can be no assurance that Purchaser will be able to qualify for such
an  exemption  from  registration.

11.     COMPLIANCE  WITH  SECURITIES  ACT.  Purchaser  will  not,  directly  or
        ---------------------------------
indirectly,  voluntarily  offer,  sell, pledge, transfer or otherwise dispose of
(or  solicit  any  offers to buy, purchase or otherwise acquire or take a pledge
of)  its  rights  under  this  Agreement,  the  Common Shares and Warrant Shares
comprising  the  Designated  Units  or  any  interest  therein otherwise than in
compliance  with the Securities Act, any applicable state securities or blue sky
laws,  and  the  rules  and  regulations  promulgated  thereunder.

12.     REPRESENTATIONS  AND  WARRANTIES OF THE COMPANY.  The Company represents
        -----------------------------------------------
and  warrants  to  Purchaser  as  follows:

(a)     ORGANIZATION,  STANDING  AND  POWER.  The  Company is a corporation duly
        -----------------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite power and authority to own, operate and lease its
properties  and assets now owned or leased by it and to carry on its business as
now  conducted.  The  Company  is  duly  qualified  to  do business as a foreign
corporation  in  good  standing  in each jurisdiction in which the failure to so
qualify  would  have  a  material  adverse  effect  on the business, properties,
financial  condition  or result of operation of the Company and its subsidiaries
(on  a  consolidated  basis).


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<PAGE>
(b)     CAPITAL  STRUCTURE.
        ------------------

     (i)     CAPITAL  STRUCTURE.  As of January 31, 2002, the authorized capital
             ------------------
stock  of  the  Company consists of 100,000,000 shares of Common Stock, of which
13,498,510 shares were outstanding and (B) 20,000,000 shares of preferred stock,
par  value  $0.0001  per  share,  none  of  which  are  outstanding.

     (ii)     OTHER OBLIGATIONS TO ISSUE CAPITAL STOCK.   Except as set forth on
              ----------------------------------------
SCHEDULE  12(B)  (CAPITAL  STRUCTURE),  there  exist no (A) outstanding options,
warrants  or  other rights to purchase or subscribe for any equity securities or
other  ownership  interests  of  the  Company,  (B)  indebtedness  or securities
directly  or  indirectly  convertible  into  or  exchangeable  for  any  equity
securities  of  the  Company, or (C) any other obligations, rights, agreement or
arrangements,  whether  absolute  or contingent, with respect to the issuance of
any  equity  securities  of the Company.  The Company has no obligation, whether
absolute  or contingent, to repurchase any of the issued and outstanding capital
stock  or  other  securities  of  the  Company.

(c)     AUTHORITY,  APPROVAL,  ENFORCEABILITY.
        -------------------------------------

     (i)     AUTHORITY,  APPROVAL.  The  Company  has  all  requisite  power and
             --------------------
authority  to  execute and deliver this Agreement and to perform its obligations
hereunder.  The  execution,  delivery  and  performance  by  the Company of this
Agreement  and  the  consummation  of  the transactions contemplated hereby have
been,  or  prior to the Closing Date will have been, duly and validly authorized
by  all  necessary  corporate  action  on  its  part.

     (ii)     ENFORCEABILITY.  This  Agreement  constitutes the valid, legal and
              --------------
binding obligation of the Company, enforceable against it in accordance with its
terms,  except  as  the  enforcement  thereof  may  be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or similar laws affecting
creditors'  rights  generally  and  subject  to  general  equitable  principles.

(d)     NO  CONFLICT.  Neither  the execution or delivery by the Company of this
        ------------
Agreement, nor the performance and consummation of the transactions contemplated
hereby,  nor  compliance  by it with the terms, conditions and provisions hereof
conflicts  with  or  results  in or gives rise to (with or without the giving of
notice  or  the  lapse  of  time  or both) a breach or violation of, or default,
termination,  forfeiture  or  acceleration  or  obligations  under, any terms or
provisions  of  (1)  its  constitutional  documents,  (2)  any  statute, rule or
regulations, or any judicial, governmental, regulatory or administrative decree,
order  or  judgment  applicable to the Company, or (3) any note, bond, mortgage,
deed  of  trust,  commitment,  indenture,  lease,  guaranty, franchise, license,
permit,  agreement  or any other instrument of obligation to which it is a party
or  by  which  it  or  any  of  its  assets  may  be  bound

(e)     REPORTS  AND  FINANCIAL  STATEMENTS.  The Company has filed all required
        -----------------------------------
reports,  forms,  statements and other documents required to be filed by it with
the  Commission  since April 16, 2001 (collectively, the "SEC Reports").  All of
                                                          -----------
the  SEC  Reports,  as  of  their  respective  dates (and, as of the date of any
amendment  to  such  SEC  Reports), complied as to form in all material respects
with  the  applicable  requirements  of  the Securities Exchange Act of 1934, as
amended,  and the rules and regulations promulgated thereunder.  None of the SEC
Reports  as of their respective dates (and, if amended or superceded by a filing
prior to the date of this Agreement,


                                        5
<PAGE>
then on the date of such filing), contained or will contain any untrue statement
of  a material fact or omitted or will omit to state a material fact required to
be  stated  therein or necessary to make the statements therein, in light of the
circumstances  under which they were made, not misleading. Each of the financial
statements  (including  the  related notes) included in the SEC Reports presents
fairly,  in  all  material  respects,  the  consolidated  financial position and
consolidated  results  of  operations  and  cash  flows  of  the Company and its
consolidated  subsidiaries  as  of  the  respective  dates or for the respective
period  set  forth  therein,  all  in  conformity with GAAP consistently applied
during  the  periods involved except as otherwise noted therein, and subject, in
the  case of the unaudited interim financial statements, to the absence of notes
and  normal  year-end  adjustments that have not been and are not expected to be
material  in  amount.

(f)     THE SHARES.  The Common Shares to be issued to Purchaser as contemplated
        ----------
hereunder  are  duly  authorized,  and  when issued and paid for pursuant to the
terms  of  this Agreement will be validly issued, fully paid, non-assessable and
not  subject  to  any  preemptive  rights.

(g)     LITIGATION;  COMPLIANCE  WITH  APPLICABLE  LAWS.
        -----------------------------------------------

     (i)     LITIGATION.  Except  as  disclosed  in  the  SEC Reports and in the
             ----------
attached  Litigation  Schedule  12(g),  the  Company  is  not  a  party  to  any
litigation,  claim,  arbitration,  investigation or other proceeding nor, to the
best knowledge of the Company, is there any such litigation, claim, arbitration,
investigation  or  other  proceeding  threatened  against  the  Company  which,
individually  or  in  the  aggregate,  would  reasonably  be  expected to have a
material  adverse  effect  on  the  business,  financial condition or results of
operations  of  the Company and its subsidiaries taken as a whole, or seeking to
enjoin  or  prohibit  any  of  the  transactions contemplated by this Agreement.

     (ii)     COMPLIANCE WITH APPLICABLE LAWS.  To  the  best  knowledge  of the
              -------------------------------
Company,  the Company has complied and is in compliance in all material respects
with  all  laws,  ordinances, regulations, rules, requirements and orders of all
governmental agencies or entities applicable to the Company, and the Company has
not  received any notice of any asserted violation of any such laws, ordinances,
regulations,  rules,  requirements  or  orders.

(h)     BROKERS.  The  Company  is obligated for the payment of fees or expenses
        -------
of  certain  finders  in connection with the origin, negotiation or execution of
this  Agreement  or  the  transactions  contemplated  hereby.

(i)     REPORTING  REQUIREMENTS.  From  the  Closing Date and until at least two
        -----------------------
(2)  years after the effectiveness of the Registration Statement on Form SB-2 or
such  other  Registration  Statement described in Section 13 hereof, the Company
will  (i)  cause  its  Common  Stock to continue to be registered under Sections
12(b)  or  12(g)  of  the  Exchange  Act,  (ii)  comply in all respects with its
reporting  and  filing obligations under the Exchange Act, (iii) comply with all
reporting  requirements  that are applicable to an issuer with a class of Shares
registered  pursuant  to Section 12(g) of the Exchange Act, and (iv) comply with
all  requirements  related  to any registration statement filed pursuant to this
Agreement.  The Company will use its best efforts not to take any action or file
any  document  (whether  or  not permitted by the Act or the Exchange Act or the
rules  thereunder)  to  terminate or suspendsuch registration or to terminate or
suspend


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<PAGE>
its  reporting  and filing obligations under said Acts until two (2) years after
the  actual  effective  date  of the Registration Statement on Form SB-2 or such
other  Registration Statement described in Section 13 hereof. Until the later of
the  resale  of  the  Common  Shares  by  the Purchaser without further transfer
restrictions  or  at least two (2) years after the Warrants have been exercised,
the  Company  will  use  its  best efforts to continue the listing of the Common
Stock  on  the Bulletin Board and will comply in all respects with the Company's
reporting,  filing  and  other obligations under the bylaws or rules of Bulletin
Board.

(j)     INJUNCTION  -  POSTING OF BOND.  In the event a Purchaser shall elect to
        ------------------------------
exercise the Reset Option or part thereof, or sell or transfer the Common Shares
pursuant  to  the Registration Statement, the Company may not refuse exercise or
transfer  based  on  any  claim  that  such  Purchaser  or any one associated or
affiliated  with such Purchaser has been engaged in any violation of law, or for
any other reason, unless, an injunction from a court, on notice, restraining and
or enjoining exercise of all or part of said Reset Option shall have been sought
and  obtained  and  the  Company  posts  a  surety  bond for the benefit of such
Purchaser  in  the  amount  of  130%  of the amount of the purchase price of the
Common  Stock  subject  to the Reset Option, which is subject to the injunction,
which bond shall remain in effect until the completion of arbitration/litigation
of  the  dispute and the proceeds of which shall be payable to such Purchaser to
the  extent  Purchaser  obtains  judgment;  the foregoing notwithstanding if the
Company  is  required  to  abide by any order from a court or other governmental
entity then it shall not be required to post such surety bond for the benefit of
such  Purchaser.

13.     REGISTRATION  RIGHTS.
        --------------------

(a)     REGISTRATION.
        ------------

     (i)     REGISTRATION.  The  Company  will  prepare and, on the later of (A)
             ------------
June  28,  2002  or  (B) six weeks after the Company's registration statement in
respect  of the securities subject to that certain securities purchase agreement
dated  as  of December 28, 2001 between the Company and Bristol Investment Fund,
Ltd. shall have been declared effective by the Commission, but in no event later
than  July  17,  2002  (such filing date, hereinafter referred to as the "Filing
Date"),  will file with the Commission a registration statement on Form SB-2 (or
such other form as may be available) (the "Registration Statement") with respect
                                           ----------------------
to  the  Common  Shares  (including, to the extent that the Reset Option has not
been  exercised  by  Purchaser,  a  number of shares of Common Stock equal to an
additional  100%  of  the Common Shares then comprising the Designated Units and
the  Units  purchased  by  investors  who  have  executed  similar  subscription
agreements,  which  the Company acknowledges represents a good faith estimate of
the maximum number of shares of Common Stock issuable upon exercise of the Reset
Option and the reset options granted to such other investors) and Warrant Shares
and  the  common  shares  and  warrant shares comprising units purchased by such
other  investors  (collectively,  the  "Shares"),  but  no  less than 27,000,000
                                        ------
shares, and to effect registration (including the execution of an undertaking to
file  post-effective  amendments,  appropriate  qualifications under blue sky or
other  state  securities  laws  and  appropriate  compliance  with  applicable
regulations  issued  under the Securities Act) as would permit or facilitate the
sale  and  distribution  of  all  of  such  Shares  by  Purchaser and such other
investors  (collectively,  the  "Selling Stockholders") from time to time during
the  period  provided  for  in  Section 13(b) on the over-the-counter market, in
other  permitted public sales or in privately negotiated transactions; provided,
however,  the  Company


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<PAGE>
shall  not  be  obligated  to  take  any action to effect any such registration,
qualification  or  compliance  pursuant  to  this  Section  in  any  particular
jurisdiction in which the Company would be required to execute a general consent
to  service  of  process  in  effecting  such  registration,  qualification  or
compliance unless the Company is already subject to service in such jurisdiction
and  except  as  may  be  required  by  the  Securities  Act.

     (ii)     FAILURE  TO FILE REGISTRATION STATEMENT.  If (A) the Company shall
              ---------------------------------------
fail  to  file  the  Registration  Statement  by  June  15,  2002,  or  (B)  the
Registration  Statement  is not declared effective by the Commission on or prior
to 90 days after the Registration Statement has been filed, the Company will pay
to Purchaser, as liquidated damages and not as a penalty, a cash amount equal to
2%  of  the  total  purchase  price  of  the  Designated  Units set forth on the
signature page hereto for each 30-day period (or portion thereof) after June 15,
2002  or  the  end  of  the  aforementioned  90  days,  as  the  case  may  be.

     (iii)     ADDITIONAL  REGISTRATION.
               ------------------------

          (A)     ADDITIONAL  REGISTRATION.  To  the extent that the number of
                  ------------------------
     Shares included in the Registration Statement shall not be sufficient cover
     the  additional  Common  Shares issuable upon exercise of the Reset Option,
     the Company will prepare and, within 90 days after exercise by Purchaser of
     the  Reset  Option (the "Additional Filing Date"), file with the Commission
     an  additional  registration  statement on Form SB-2 (or such other form as
     may be available) (the "Additional Registration Statement") with respect to
     such  Common  Shares and such additional shares of Common Stock issuable to
     other  Selling  Stockholders who have exercised their reset option pursuant
     to  similar subscription agreements (the "Additional Shares") and to effect
     registration  (including  the  execution  of  an  undertaking  to  file
     post-effective  amendments,  appropriate  qualifications  under blue sky or
     other  state  securities  laws  and  appropriate compliance with applicable
     regulations  issued under the Securities Act) as would permit or facilitate
     the sale and distribution of all of such shares by Purchaser and such other
     Selling  Stockholders  from  time to time during the period provided for in
     Section  13(b)  on  the  over-the-counter market, in other permitted public
     sales  or  in  privately  negotiated  transactions,  and,  for  purposes of
     Sections  13(b),  13(c) and 13(d) of this Agreement, the term "Registration
     Statement"  shall  mean  the Additional Registration Statement and the term
     "Shares"  shall  mean the Additional Shares; provided, however, the Company
     shall  not be obligated to take any action to effect any such registration,
     qualification  or  compliance  pursuant  to  this Section in any particular
     jurisdiction  in  which  the Company would be required to execute a general
     consent to service of process in effecting such registration, qualification
     or  compliance  unless  the  Company  is already subject to service in such
     jurisdiction  and  except  as  may  be  required  by  the  Securities  Act.

          (B)     FAILURE  TO  FILE ADDITIONAL REGISTRATION STATEMENT.  If (A)
                  ---------------------------------------------------
     the Company shall fail to file the Additional Registration Statement by the
     Additional Filing Date, or (B) the Additional Registration Statement is not
     declared  effective  by  the  Commission  on  or prior to 90 days after the
     Additional  Registration  Statement has been filed, the Company will pay to
     Purchaser,  as liquidated damages and not as a penalty, a cash amount equal
     to  2% of the total purchase price of the Designated Units set forth on the
     signature page hereto for each 30-day period (or portion thereof) after the
     Additional


                                        8
<PAGE>
     Filing  Date  or the end of the aforementioned 90 days, as the case may be;
     provided, however, that there shall be excluded from such period any delays
     which  are  attributable to changes required by Purchaser in the Additional
     Registration  Statement  with respect to information relating to Purchaser,
     including  without  limitation,  changes to the plan of distribution, or to
     the  failure  of  Purchaser  to  conduct  its  review  of  the  Additional
     Registration  Statement  in  a  reasonable  promptly  manner.

(b)     REGISTRATION PROCEDURES.   Subject to the provisions of this Section 13,
        -----------------------
the  Company  shall:

     (i)     Use its reasonable best efforts to cause the Registration Statement
to  become  and  remain  effective  on  or before the 90th day after the date of
filing  thereof  with the Commission (and if not effective by such date, as soon
as  possible  thereafter),  provided  the  Company  has timely received from the
Selling  Stockholder  the information necessary to such effectiveness, and, upon
such  effectiveness, to cause the Registration Statement to remain effective for
a  period (the "Selling Period") ending at the earlier of (A) 18 months from the
effective  date  of the Registration Statement, or (B) until all the Shares have
been  sold  pursuant  thereto.

     (ii)     Furnish  each  Selling  Stockholder  such  number of copies of the
prospectus  contained  in  the registration statement filed under the Securities
Act  (including each preliminary prospectus) in conformity with the requirements
of  the Securities Act, and such other documents as the Selling Stockholders may
reasonably  request in order to facilitate the disposition of the Shares held by
them  which  is  covered  by  the  registration  statement;  and

     (iii)     Notify each Selling Stockholder, at any  time  when  a prospectus
relating to such Shares is required to be delivered under the Securities Act, of
the  happening  of  any  event  as  a  result  of  which  the  prospectus in the
registration  statement,  as  then  in effect, includes an untrue statement of a
material  fact or omits to state any material fact required to be stated therein
or  necessary  to make the statements therein not misleading, and at the request
of the Selling Stockholders prepare and furnish to them any reasonable number of
copies  of any supplement to or amendment of such prospectus as may be necessary
so  that,  as  thereafter delivered, such prospectus shall not include an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make  the statements therein not misleading.

(c)     SELLING  EXPENSES.
        -----------------

     (i)     Except  as  otherwise  set  forth  in  subsection  (ii) below or as
required  by  the Commission or any other federal or state regulatory authority,
the  costs  and expenses incurred in connection with the inclusion of the Shares
in  the Registration Statement shall be borne by the Company, including, without
limitation,  all  costs  and expenses arising from or related to the preparation
and  filing  of  such  Registration Statement, the prosecution of such filing to
effectiveness, the maintenance thereof for the Selling Period, all blue sky fees
and  expenses,  and  up  to  $5,000  of  the aggregate fees and disbursements of
separate  counsel  retained  by  the  Selling  Stockholders.

     (ii)     Notwithstanding  anything  to the contrary set forth in subsection
(i)  above,  Purchaser  shall  bear the following costs and expenses incurred in
connection  with  the  Registration  Statement:


                                        9
<PAGE>
     (A)     The  fees  and  disbursements  of  any separate counsel retained by
Purchaser;  in  excess of Purchaser's pro rata portion of the aggregate fees and
disbursements of such separate counsel to be borne by the Company as provided in
subsection  (i)  above;

     (B)     Any  underwriting  discounts,  commissions  and expenses relating
to  the  Shares  sold  by  Purchaser;  and

     (C)     Any taxes payable  with  respect  to  the  transfer  by  Purchaser.

(d)     INDEMNIFICATION;  CONTRIBUTION.
        ------------------------------

     (i)     INDEMNIFICATION  BY  THE  COMPANY.  The Company agrees to indemnify
             ---------------------------------
and  hold  harmless,  to  the  fullest  extent  permitted by law, Purchaser, its
officers,  directors  and each person who controls Purchaser (within the meaning
of  the  Securities  Act),  against all losses, claims, damages, liabilities and
expenses  (including  reasonable  attorneys'  fees  and  costs of investigation)
arising  out of or based upon any untrue or alleged untrue statement of material
fact  contained  in  the  Registration  Statement,  any  amendment or supplement
thereto,  any  prospectus  or  preliminary  prospectus  included  therein or any
omission  or  alleged  omission  to state therein a material fact required to be
stated  therein  or  necessary  to  make  the statements therein not misleading,
except  insofar  as  the  same  arise  out  of or are based upon any such untrue
statement or omission based upon information with respect to Purchaser furnished
in  writing  to  the  Company  by  or  on  behalf of Purchaser expressly for use
therein; provided that, in the event that the prospectus shall have been amended
or  supplemented  and  copies  thereof as so amended or supplemented, shall have
been  furnished  to  Purchaser  prior to the confirmation of any sales of Shares
included  in  the  Registration  Statement,  such  indemnity with respect to the
prospectus  shall  not inure to the benefit of Purchaser if the person asserting
such  loss,  claim,  damage  or  liability  and  who  purchased  the Shares from
Purchaser  did not, at or prior to the confirmation of the sale of the Shares to
such  person, receive a copy of the prospectus as so amended or supplemented and
the  untrue statement or omission of a material fact contained in the prospectus
was  corrected  in  the  prospectus  as  so  amended  or  supplemented.

     (ii)     INDEMNIFICATION BY PURCHASER.  Purchaser  will  furnish  to  the
              ----------------------------
Company  in  writing  such  information  with respect to the name and address of
Purchaser  and  such  other information as may be reasonably required for use in
connection  with  the  Registration Statement or prospectus included therein and
agrees  to  indemnify,  to  the  full  extent permitted by law, the Company, its
officers, directors and each person who controls the Company (within the meaning
of  the  Securities Act), and its agent and advisors against any losses, claims,
damages,  liabilities  and  expenses  resulting  from  any untrue statement of a
material  fact  or  any omission of a material fact required to be stated in the
Registration  Statement  or prospectus included therein or any amendment thereof
or  supplement  thereto  or  necessary  to  make  the  statements  therein  not
misleading,  to  the extent, but only to the extent, that such untrue or alleged
untrue statement is contained in or such omission or alleged omission relates to
any  information  with respect to Purchaser so furnished in writing by Purchaser
specifically  for inclusion in the Registration Statement or prospectus included
therein;  provided, however, that Purchaser shall not be liable in any such case
to  the  extent  that  prior  to  the  filing  of  the Registration Statement or
prospectus  included  therein  or  amendment  thereof  or  supplement  thereto,
Purchaser  has furnished in writing to the Company information expressly for use
in  the Registration  Statement  or  prospectus  or  any


                                       10
<PAGE>
amendment  thereof  or supplement thereto which corrected or made not misleading
information previously furnished to the Company. In no event shall the liability
of  Purchaser  hereunder  be  greater  in  amount  than the dollar amount of the
proceeds  received  by  it  upon  the  sale  of  the  Shares giving rise to such
indemnification  obligation.

     (iii)     CONDUCT  OF  INDEMNIFICATION PROCEEDINGS.  Any person entitled to
               ----------------------------------------
indemnification  hereunder  agrees  to  give  prompt  written  notice  to  the
indemnifying party after the receipt by such person of any written notice of the
commencement  of any action, suit, proceeding or investigation or threat thereof
made in writing for which such person will claim indemnification or contribution
pursuant to the provisions hereof and, unless in the judgment of counsel of such
indemnified  party  a  conflict  of  interest may exist between such indemnified
party  and  the  indemnifying  party  with  respect  to  such  claim, permit the
indemnifying  party  to  assume  the defense of such claim.  Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not be
subject  to  any liability for any settlement made without its consent (but such
consent  will not be unreasonably withheld).  No indemnifying party will consent
to  entry  of any judgment or enter into any settlement that does not include as
an  unconditional  term  thereof the giving by the claimant or plaintiff to such
indemnified  party  of  a release from all liability in respect of such claim or
litigation.  If  the  indemnifying  party  is not entitled to, or elects not to,
assume  the  defense  of  a  claim, it will not be obligated to pay the fees and
expenses  of  more  than one counsel (plus such local counsel, if any, as may be
reasonably  required  in other jurisdictions) with respect to such claim, unless
in  the  judgment  of  any  indemnified  party  a conflict of interest may exist
between  such  indemnified  party and any other of such indemnified parties with
respect  to such claim, in which event the indemnifying party shall be obligated
to  pay  the  fees and expenses of such additional counsel or counsels.  For the
purposes  of  this  paragraph,  the  term "conflict of interest" shall mean that
there are one or more legal defenses available to the indemnified party that are
different  from  or  additional  to those available to the indemnifying party or
such  other  indemnified  parties,  as applicable, which different or additional
defenses  make  joint  representation  inappropriate.

     (iv)     CONTRIBUTION.  If  the indemnification from the indemnifying party
              ------------
provided  for herein is unavailable to an indemnified party hereunder in respect
of  any  losses,  claims,  damages, liabilities or expenses referred to therein,
then  the  indemnifying  party,  in lieu of indemnifying such indemnified party,
shall  contribute  to  the amount paid or payable by such indemnified party as a
result  of  such  losses,  claims,  damages,  liabilities  or  expenses  in such
proportion  as  is appropriate to reflect the relative fault of the indemnifying
party  and  indemnified parties in connection with the actions which resulted in
such  losses,  claims,  damages,  liabilities  or expenses, as well as any other
relevant  equitable  considerations.  The  relative  fault  of such indemnifying
party  and  indemnified parties shall be determined by reference to, among other
things,  whether  any action in question, including any untrue or alleged untrue
statement  of  a  material  fact,  has  been  made by, or relates to information
supplied  by,  such  indemnifying  party or indemnified parties, and the parties
intent,  knowledge,  access to information and opportunity to correct or prevent
such  action.  The  amount paid or payable by a party as a result of the losses,
claims,  damages,  liabilities and expenses referred to above shall be deemed to
include,  subject  to  the  limitations  set  forth  in  subsection (g) (Selling
Expenses)  above,  any  reasonable  legal  or  other fees or expenses reasonably
incurred  by  such  party  in  connection  with any investigation or proceeding.


                                       11
<PAGE>
     The  parties  hereto  agree  that  it  would  not  be just and equitable if
contribution  pursuant to this subsection were determined by pro rata allocation
or  by  any  other  method  of  allocation  which  does  not take account of the
equitable  considerations  referred  to  in the immediately preceding paragraph.
Notwithstanding  the  provisions  of  this  subsection,  Purchaser  shall not be
required  to  contribute  any  amount in excess of the amount by which the total
price  at  which  the Shares of Purchaser were offered to the public exceeds the
amount  of  any  damages  which  Purchaser has otherwise been required to pay by
reason  of  such  untrue  statement or omission.  No person guilty of fraudulent
misrepresentation  (within  the  meaning of Section 11(f) of the Securities Act)
shall  be  entitled  to  contribution from any person who was not guilty of such
fraudulent  misrepresentation.

     (v)     If  indemnification  is  available  under  this subsection (d), the
indemnifying  parties  shall indemnify each indemnified party to the full extent
provided  in subsection (d)(i)  and (d)(ii) without regard to the relative fault
of  said  indemnifying  party  or  indemnified  party  or  any  other  equitable
consideration  provided  for  in  subsection  (d)(iv).

14.     LEGENDS.  Purchaser agrees that until such time as the Common Shares and
        -------
Warrant  Shares  have  been  registered under the Securities Act as contemplated
hereby,  the certificates representing the Common Shares and Warrants comprising
the  Designated  Units  and  the Warrant Shares shall bear the legends set forth
below,  in  addition  to any other legends that may be imposed thereon which, in
the  reasonable  opinion of the Company's counsel, may be required by applicable
securities  laws:

     THE  SECURITIES  REPRESENTED  BY THIS CERTIFICIATE HAVE NOT BEEN REGISTERED
     UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
     PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE REGISTRATION
     STATEMENT  FOR  SUCH  SECURITIES UNDER THE SECURITIES ACT AND QUALIFICATION
     UNDER  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL
     SATISFACTORY  TO  THE  COMPANY  THAT AN EXEMPTION FROM SUCH REGISTRATION IS
     AVAILABLE.

     The  Company agrees to reissue certificates representing the Common Shares,
the  Warrants and the Warrant Shares without the legends set forth above at such
time  as  (a)  the  holder  thereof  is permitted to and disposes of such Common
Shares,  Warrants  and Warrant Shares pursuant to Rule 144(d) and/or Rule 144(k)
under  the  1933  Act  in  the opinion of counsel reasonably satisfactory to the
Company, or (b) upon resale subject to an effective registration statement after
the  Securities  are  registered  under  the  1933  Act.  The  Company agrees to
cooperate  with  the  Purchaser  in connection with all resales pursuant to Rule
144(d)  and  Rule  144(k)  and  provide  legal  opinions necessary to allow such
resales  provided  the  Company  and  its  counsel  receive reasonably requested
written representations from the Purchaser and selling broker, if any.  Provided
the  Purchaser  provides  required certifications and representation letters, if
any,  if the Company unreasonably fails to remove any legend as required by this
section  (a  "Legend  Removal  Failure"), then beginning on the tenth (10th) day
following  the  date  that the Purchaser has requested the removal of the legend
and  delivered  all  items reasonably required by the Company to be delivered by
the  Purchaser, the Company


                                       12
<PAGE>
continues to fail to remove such legend, the Company shall pay to each Purchaser
or  assignee  holding shares, subject to a Legend Removal Failure, as liquidated
damages  and  not a penalty an amount equal to one percent (1%) of the aggregate
consideration  as  set forth on the signature page hereof (the "Purchase Price")
of  the  shares  subject  to  a Legend Removal Failure per day that such failure
continues.

15.     NO  FINDERS.  Except  as previously disclosed to the Company in writing,
        -----------
Purchaser acknowledges that no finder, broker or other agent is acting on behalf
of Purchaser in connection with this subscription and hereby agrees to indemnify
and  to  hold  the Company harmless from any claim or other liability (including
costs of investigation and defense and attorneys' fees) by any finder, broker or
other  agent  (other  than  as  so  disclosed)  purporting  to  act on behalf of
Purchaser  for  any fees or other payments in connection with this subscription.

16.     RELIANCE.  Purchaser  understands  and  acknowledges that the Company is
        --------
relying  on  the  accuracy  of  the  representations and warranties of Purchaser
contained herein to establish compliance with federal and state securities laws.
If,  prior to the sale of any Designated Units to Purchaser, there is a material
change  in  Purchaser's  investment  intention  as expressed herein, or if there
occurs any change which would make either the representations or warranties made
by  Purchaser  herein  or  the information provided by Purchaser in the Investor
Questionnaire  materially  untrue or misleading, Purchaser agrees to immediately
so notify the Company, and any prior acceptance of the subscription of Purchaser
shall  be  voidable  at  the  option  of  the  Company.

17.     INDEMNIFICATION.  Purchaser  hereby  indemnifies  and holds harmless the
        ---------------
Company and its officers, directors, stockholders, employees, agents and control
persons  of  any  such  entity, as the case may be, from and against any and all
damages  suffered  and  liabilities  incurred by any of them (including costs of
investigation and defense, attorneys' fees, judgments, fines and amounts paid in
settlement)  arising  out  of  any  inaccuracy in, or breach of, the agreements,
representations,  covenants  and  warranties  made  by  Purchaser  herein.

18.     JOINT  REPRESENTATION.  If  more  than  one  person  is  signing  this
        ---------------------
Agreement,  each  representation,  warranty and agreement made herein shall be a
joint  and  several  representation,  warranty and agreement of each person.  If
Purchaser  is  purchasing  the  Designated  Units  subscribed  for  hereby  in a
fiduciary  capacity,  the above representations, warranties and agreements shall
be  deemed  to  have  been  made  on  behalf  of  the person or persons for whom
Purchaser  is  so  purchasing.

19.     NO  CANCELLATION.  Purchaser  hereby  acknowledges  and  agrees  that
        ----------------
Purchaser  is  not  entitled to cancel, terminate or revoke this subscription or
any  agreements of Purchaser hereunder and that such subscription and agreements
shall  survive  the  death  or  disability  of  Purchaser.


                                       13
<PAGE>
20.     CLOSING.
        -------

(a)     CLOSING  DATE.  Subject  to  the  satisfaction (or written waiver by the
        -------------
party  whose  obligation is subject to such condition) of the conditions thereto
set forth in this Section, the closing of this subscription and the issuance and
sale  of  the  Designated  Units pursuant to this Agreement (the "Closing Date")
shall  be  12:00  noon  Pacific Standard Time on February 14, 2002 or such other
mutually agreed upon time.  The closing of the subscription contemplated by this
Agreement  (the  "Closing")  shall occur on the Closing Date at such location as
may  be  agreed  by  the  parties.

(b)     CONDITIONS  TO THE OBLIGATION OF THE COMPANY TO SELL.     The obligation
        ----------------------------------------------------
of  the Company hereunder to issue and sell the Designated Units to Purchaser at
the  Closing  is  subject  to the satisfaction, at or before the Closing Date of
each  of  the  following  conditions  hereto:

     (i)     Purchaser shall have executed this Agreement and delivered the same
to  the  Company.

     (ii)     Purchaser shall  have  delivered  the aggregate purchase price for
the Designated  Units.

     (iii)     Bristol Investment Fund, Ltd. shall have delivered to the Company
its written  consent  to  the  transaction  contemplated  by  this  Agreement.

     (iv)     No  temporary  restraining  order,  preliminary  injunction  or
permanent  injunction  or  other  legal  restraint or prohibition preventing the
consummation  of  the  transactions  contemplated  by this Agreement shall be in
effect.

(c)     CONDITIONS  TO  THE OBLIGATION OF PURCHASER TO PURCHASE.  The obligation
        -------------------------------------------------------
of  Purchaser  hereunder  to  purchase  the  Designated  Units at the Closing is
subject  to  the  satisfaction,  at  or  before  the Closing Date of each of the
following  conditions  hereto:

     (i)     Purchaser  shall have received an opinion of the Company's counsel,
dated  as  of  the  Closing  Date,  in  form,  scope  and  substance  reasonably
satisfactory  to  Purchaser.

21.     MISCELLANEOUS.
        -------------

(a)     SURVIVAL.  The  representations,  warranties,  covenants  and agreements
        --------
made  herein  shall  survive  the  acceptance by the Company of the subscription
hereof.

(b)     SEVERABILITY.  The  invalidity  or  unenforceability  of  any particular
        ------------
provision  of  this  Agreement  shall  not  affect  or  limit  the  validity  or
enforceability  of  the  remaining  provisions  of  this  Agreement.

(c)     NOTICES.  All  notices  and  other  communications required or permitted
        -------
hereunder shall be in writing and shall be delivered personally, by messenger or
reputable  overnight  courier,  or  by  electronic  or  facsimile  transmission,
addressed  to  the  address  or  facsimile  number  set forth under each party's
signature  to  this  Agreement. Each such notice or other communication shall be
effective (i) if transmitted electronically or by facsimile machine, at the time
shown  on  the


                                       14
<PAGE>
sender's confirmation of transmission, or (ii) if given by any other means, when
delivered at the specified address. Any party by notice given to the other party
in  accordance  with  this  Section  may designate another address (or facsimile
number)  or  person  for  receipt of notices hereunder. Notice by a party may be
given  by  counsel  to  such  party.

(d)     ENTIRE  AGREEMENT.  This Agreement and any attachments hereto constitute
        -----------------
the  full  and  entire understanding and agreement between and among the parties
with  regard  to  the  subject  matter  hereof  and  supersede any and all prior
agreements,  understandings,  negotiations and discussions with respect thereto.

(e)     WAIVER;  OTHER REMEDIES.   Any of the terms, covenants, representations,
        -----------------------
warranties  or  conditions  of  this  Agreement  may be waived only by a written
instrument  signed by the party to this Agreement waiving compliance.  No waiver
by any party to this Agreement of any condition or breach of any term, covenant,
representation  or  warranty  contained in this Agreement, whether by conduct or
otherwise,  in  any  one  or  more instances, shall be construed as a further or
continuing  waiver  of  any  such  condition  or breach or a waiver of any other
condition  or  of  the  breach  of  any  other term, covenant, representation or
warranty  set forth in this Agreement.  Except as otherwise provided herein, the
rights  and remedies herein provided are cumulative and are not exclusive of any
rights  or  remedies  that  any  party  may  otherwise have at law or in equity.

(f)     LAW  GOVERNING  THIS AGREEMENT.  This Agreement shall be governed by and
        ------------------------------
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.  Any action brought by either party against the
other  concerning  the  transactions  contemplated  by  this  Agreement shall be
brought only in the state courts of New York or in the federal courts located in
the  state  of  New  York.  Both  parties  and  the  individuals  executing this
Agreement  and  other agreements on behalf of the Company agree to submit to the
jurisdiction of such courts and waive trial by jury.  The prevailing party shall
be  entitled  to recover from the other party its reasonable attorney's fees and
costs.  In the event that any provision of this Agreement or any other agreement
delivered  in  connection  herewith  is  invalid  or  unenforceable  under  any
applicable  statute  or  rule  of  law,  then  such  provision  shall  be deemed
inoperative  to  the  extent  that it may conflict therewith and shall be deemed
modified  to conform with such statute or rule of law.  Any such provision which
may  prove  invalid or unenforceable under any law shall not affect the validity
or  enforceability  of  any  other  provision  of  any  agreement.

(g)     COUNTERPARTS;  FACSIMILE  SIGNATURES.  This Agreement may be executed in
        ------------------------------------
any  number  of  counterparts, each of which may be executed by less than all of
the  parties  to  this Agreement, each of which shall be enforceable against the
parties  actually  executing  such counterparts, and all of which together shall
constitute  one  and the same agreement.   The parties shall be entitled to rely
upon  and  enforce  a  facsimile  of  any authorized signature as if it were the
original.

     IN  WITNESS  WHEREOF,  Purchaser  executes  and  agrees to be bound by this
Agreement  by  executing  the signature page attached hereto on the date therein
indicated.

                  [Remainder of page intentionally left blank]


                                       15
<PAGE>
                                 SIGNATURE PAGE

                                       TO

                             SUBSCRIPTION AGREEMENT

                       (All information must be completed)

PURCHASER'S  NAME:

_____________________________    ______________________________________
Print  Name  of  Purchaser       Print Name of  joint  owner  (if  any)


_____________________________    ______________________________________
Signature  of  Purchaser         Signature  of  joint  owner  (if  any)

PURCHASER'S  ADDRESS             If  Joint  Ownership,  check  one:
AND  CONTACT  DETAILS:

                                 _____ Joint Tenants, with Right of Survivorship
_____________________________    _____ Tenants  in  Common
_____________________________    _____ Community  Property
_____________________________
_____________________________
Telephone:  _________________
Facsimile:  _________________
E-mail:  ____________________

PURCHASER'S  SOCIAL  SECURITY
NUMBER  OR  TAXPAYER  I.D.  NO.:



____________________________


   PRICE PER DESIGNATED UNIT     AGGREGATE NUMBER OF     TOTAL PURCHASE PRICE
                                   DESIGNATED UNITS
   $8.00                                                 $

DATE:  ____________________,  2002

ACCEPTED  AND  AGREED:
AMNIS  SYSTEMS  INC.

By:________________________
Name:______________________
Title:_____________________
Date:, ____________ 2002
Facsimile:
E-Mail:


                                       16
<PAGE>