Exhibit 4.01



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


                                CONVERTIBLE NOTE
                                ----------------

          FOR  VALUE  RECEIVED,  AMNIS  SYSTEMS  INC.,  a  Delaware  corporation
(hereinafter  called  "Borrower"),  hereby  promises  to  pay to________________
________________________________________________________________________________
(the "Holder") or order, without demand, the sum of ____________________________
($____________),  with  simple  interest  accruing at the annual rate of 12%, on
June  18,  2004  (the  "Maturity  Date").

          This  Note  has  been  entered  into  pursuant  to  the  terms  of  a
subscription  agreement  between the Borrower and the Holder, dated of even date
herewith  (the  "Subscription Agreement"), and shall be governed by the terms of
such  Subscription  Agreement.  Unless  otherwise separately defined herein, all
capitalized  terms used in this Note shall have the same meaning as is set forth
in  the  Subscription  Agreement.  The following terms shall apply to this Note:

                                    ARTICLE I

                               GENERAL PROVISIONS

          1.1     Payment Grace Period.  The  Borrower  shall  have  a  ten (10)
                  --------------------
business day grace period to pay any monetary amounts due under this Note, after
which  grace  period  a default interest rate of fifteen percent (15%) per annum
shall  apply  to  the  amounts  owed  hereunder.

          1.2     Conversion Privileges.  The Conversion Privileges set forth in
                  ---------------------
Article  II  shall  remain  in  full  force and effect immediately from the date
hereof  and until the Note is paid in full. The Note shall be payable in full on
the  Maturity  Date, unless previously converted into Common Stock in accordance
with  Article  II hereof; provided, that if the Borrower violates or breaches in
any  material  respect  any  of  its  covenants  or  agreements  to register the
Registrable Securities pursuant to Section 10 of the Subscription Agreement, the
Borrower  may  not pay this Note after the Maturity Date, without the consent of
the Holder.

          1.3     Interest Rate.  Simple  interest  payable  on  this Note shall
                  -------------
accrue  at  the  annual  rate  of  twelve percent (12%) and be payable upon each
Conversion,  and  on  the  Maturity  Date,  accelerated  or  otherwise, when the
principal and remaining accrued but unpaid interest shall be due and payable, or
sooner  as  described  below.


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<PAGE>
                                   ARTICLE II

                                CONVERSION RIGHTS

          The  Holder  shall  have  the right to convert the principal due under
this Note into Shares of the Borrower's Common Stock, $.0001 par value per share
("Common  Stock")  as  set  forth  below.

          2.1.     Conversion into the Borrower's Common Stock.
                   -------------------------------------------

          (a)     The Holder shall have the right from and after the issuance of
this  Note  and  then  at any time until this Note is fully paid, to convert any
outstanding  and unpaid principal portion of this Note, and accrued interest, at
the  election  of  the  Holder  (the date of giving of such notice of conversion
being  a  "Conversion  Date") into fully paid and nonassessable shares of Common
Stock  as  such stock exists on the date of issuance of this Note, or any shares
of  capital  stock  of  Borrower into which such Common Stock shall hereafter be
changed  or  reclassified,  at the conversion price as defined in Section 2.1(b)
hereof (the "Conversion Price"), determined as provided herein. Upon delivery to
the  Borrower  of  a  Notice  of  Conversion  as  described  in Section 9 of the
Subscription  Agreement of the Holder's written request for conversion, Borrower
shall  issue  and  deliver  to  the  Holder  within three business days from the
Conversion  Date ("Delivery Date") that number of shares of Common Stock for the
portion  of the Note converted in accordance with the foregoing. At the election
of the Holder, the Borrower will deliver accrued but unpaid interest on the Note
in  the  manner  provided in Section 1.3 through the Conversion Date directly to
the  Holder  on  or  before  the  Delivery  Date (as defined in the Subscription
Agreement).  The  number  of  shares  of  Common  Stock  to  be issued upon each
conversion  of  this  Note  shall  be determined by dividing that portion of the
principal  of  the  Note  and interest to be converted, by the Conversion Price.

          (b)     Subject  to  adjustment  as provided in Section 2.1(c) hereof,
the  Conversion  Price per share of Common Stock shall be the lower of (i) $.385
("Maximum Base Price") or (ii) seventy percent (70%) of the average of the three
lowest  intraday trading prices for the Common Stock on the Principal Market for
the  twenty  (20)  trading  days prior to but not including the Conversion Date.
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  (whichever  of  the  foregoing  is at the time the principal
trading  exchange  or market for the Common Stock). Intraday trading price shall
mean  the  intraday  trading  price  as  reported  by  Bloomberg  Financial.

          (c)     The Maximum  Base Price and number and kind of shares or other
securities  to  be issued upon conversion determined pursuant to Section 2.1(a),
shall  be  subject to adjustment from time to time upon the happening of certain
events  while  this  conversion  right  remains  outstanding,  as  follows:

               A.     Merger,  Sale of Assets, etc.  If the Borrower at any time
shall  consolidate with or merge into or sell or convey all or substantially all
its  assets  to  any  other  corporation,  this Note, as to the unpaid principal
portion  thereof  and  accrued  interest  thereon, shall thereafter be deemed to
evidence  the  right  to  purchase  such  number  and  kind  of  shares or other
securities  and property as would have been issuable or distributable on account
of  such  consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.


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<PAGE>
               B.     Reclassification, etc.  If the Borrower at any time shall,
by  reclassification  or  otherwise,  change the Common Stock into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

               C.     Stock  Splits,  Combinations and Dividends.  If the shares
of  Common  Stock are subdivided or combined into a greater or smaller number of
shares  of  Common Stock, or if a dividend is paid on the Common Stock in shares
of  Common  Stock, the Conversion Price shall be proportionately reduced in case
of  subdivision  of shares or stock dividend or proportionately increased in the
case  of  combination  of shares, in each such case by the ratio which the total
number  of shares of Common Stock outstanding immediately after such event bears
to  the  total number of shares of Common Stock outstanding immediately prior to
such  event.

          (d)     During  the  period the conversion right exists, Borrower will
reserve  from  its  authorized  and unissued Common Stock a sufficient number of
shares  to  provide for the issuance of Common Stock upon the full conversion of
this  Note. Borrower represents that upon issuance, such shares will be duly and
validly issued, fully paid and non-assessable. Borrower agrees that its issuance
of  this  Note  shall  constitute  full  authority  to its officers, agents, and
transfer  agents  who  are  charged with the duty of executing and issuing stock
certificates  to  execute  and  issue  the  necessary certificates for shares of
Common  Stock  upon  the  conversion  of  this  Note.

          2.2     Method of Conversion.  This  Note  may  be  converted  by  the
                  --------------------
Holder  in  whole  or  in  part  as  described  in Section 2.1(a) hereof and the
Subscription  Agreement.  Upon  partial  conversion  of  this  Note,  a new Note
containing  the  same  date and provisions of this Note shall, at the request of
the Holder, be issued by the Borrower to the Holder for the principal balance of
this  Note  and  interest  which  shall  not  have  been  converted  or  paid.

          2.3     Maximum Conversion.  The  Holder  shall  not  be  entitled  to
                  ------------------
convert  on  a  Conversion  Date that amount of the Note 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  a  Conversion Date, (ii) any Common Stock issuable in connection
with  the  unconverted  portion  of  the Note, and (iii) the number of shares of
Common  Stock issuable upon the conversion of the Note with respect to which the
determination  of this provision is being made on a Conversion 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
Conversion  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  Holder  shall  not be limited to
aggregate  conversions  of only 9.99% and aggregate conversion by the Holder may
exceed  9.99%.  The  Holder shall have the authority and obligation to determine
whether  the restriction contained in this Section 2.3 will limit any conversion
hereunder  and  to  the  extent  that  the Holder determines that the limitation
contained  in  this  Section  applies, the determination of which portion of the
Notes  are convertible shall be the responsibility and obligation of the Holder.
The Holder may void the conversion limitation described in this Section 2.3 upon
75  days  prior written notice to the Borrower. The Holder may allocate which of
the  equity  of  the  Company  deemed  beneficially owned by the Holder shall be
included in the 9.99% amount described above and which shall be allocated to the
excess  above  9.99%.


                                        3
<PAGE>
                                  ARTICLE III

                                EVENT OF DEFAULT

          The  occurrence  of  any of the following events of default ("Event of
Default")  shall, at the option of the Holder hereof, make all sums of principal
and  interest  then  remaining  unpaid  hereon  and  all  other  amounts payable
hereunder  immediately  due  and  payable,  upon demand, without presentment, or
grace  period,  all  of  which  hereby are expressly waived, except as set forth
below:

          3.1     Failure to Pay Principal or Interest.  The  Borrower  fails to
                  ------------------------------------
pay any installment of principal, interest or other sum due under this Note when
due and such failure continues for a period of ten (10) days after the due date.
The  ten  (10)  day  period  described  in this Section 3.1 is the same ten (10)
business  day  period  described  in  Section  1.1  hereof.

          3.2     Breach  of  Covenant.   The  Borrower  breaches  any  material
                  --------------------
covenant  or  other term or condition of the Subscription Agreement or this Note
in  any  material  respect  and such breach, if subject to cure, continues for a
period  of  ten (10) business days after written notice to the Borrower from the
Holder.

          3.3     Breach  of  Representations  and  Warranties.   Any  material
                  --------------------------------------------
representation  or  warranty  of  the  Borrower made herein, in the Subscription
Agreement,  or  in  any  agreement,  statement  or  certificate given in writing
pursuant  hereto  or in connection therewith shall be false or misleading in any
material  respect  as  of  the  date  made  and  the  Closing  Date.

          3.4     Receiver or Trustee.  The  Borrower  shall  make an assignment
                  -------------------
for  the  benefit  of creditors, or apply for or consent to the appointment of a
receiver  or  trustee  for  it  or  for  a  substantial  part of its property or
business;  or  such  a  receiver  or  trustee  shall  otherwise  be  appointed.

          3.5     Judgments.  Any money  judgment, writ or similar final process
                  ---------
shall  be  entered  or  filed  against  Borrower or any of its property or other
assets  for more than $100,000, and shall remain unvacated, unbonded or unstayed
for  a  period  of  forty-five  (45)  days.

          3.6     Bankruptcy.   Bankruptcy,  insolvency,  reorganization  or
                  ----------
liquidation  proceedings or other proceedings or relief under any bankruptcy law
or  any  law  for  the  relief  of debtors shall be instituted by or against the
Borrower  and if instituted against Borrower are not dismissed within 45 days of
initiation.

          3.7     Delisting.   Delisting  of  the  Common  Stock  from  the  OTC
                  ---------
Bulletin  Board  or  such  other principal exchange on which the Common Stock is
listed  for  trading;  failure  to  comply  with  the requirements for continued
listing  on  the  OTC  Bulletin  Board for a period of three consecutive trading
days;  or  notification from the OTC Bulletin Board or any Principal Market that
the Borrower is not in compliance with the conditions for such continued listing
on  the  OTC  Bulletin  Board  or  other  Principal  Market.

          3.8     Stop Trade.  An  SEC  stop  trade  order  or  Principal Market
                  ----------
trading suspension that lasts for five or more consecutive trading days.

          3.9     Failure to Deliver Common Stock or Replacement Note.
                  ---------------------------------------------------
Borrower's  failure to timely deliver Common Stock to the Holder pursuant to and
in  the  form required by this Note and Section 9 of the Subscription Agreement,
or,  if  required,  a  replacement  Note.

          3.10     Non-Registration Event.  The occurrence of a Non-Registration
                   ----------------------
Event as described in Section 10.4 of the Subscription Agreement except that for
purposes of this Section, a Non-Registration Event


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<PAGE>
in  connection  with  the  Filing  Date  shall be deemed to have occurred if the
registration  statement  described  in  Section  10.1(iv)  of  the  Subscription
Agreement  is  not  filed  on  or  before  the Filing Date as defined in Section
10.1(iv)  of  the  Subscription  Agreement.

          3.11     Cross Default.  A default by the Borrower of a material term,
                   -------------
covenant,  warranty  or undertaking of any other agreement to which the Borrower
and  Holder  are parties, or the occurrence of a material event of default under
any  such  other  agreement, in each case, which is not cured after any required
notice  and/or  cure  period.

                                   ARTICLE IV

                                  MISCELLANEOUS

          4.1     Failure or Indulgence Not Waiver.  No  failure or delay on the
                  --------------------------------
part of Holder hereof in the exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

          4.2     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. The addresses for
such  communications  shall  be:  (i) if to the Borrower to: Amnis Systems Inc.,
3450  Hillview  Avenue,  Palo  Alto,  CA  94304,  Attn:  Mike  Liccardo or Larry
Bartlett,  telecopier number: (650) 855-0222, with a copy by telecopier only to:
Leland,  Parachini,  Steinberg, 333 Market Street, 27th Floor, San Francisco, CA
94105, Attn: Ed Pollack, Esq., telecopier number: (415) 974-1520, and (ii) if to
the Holder, to the name, address and telecopy number set forth on the front page
of  this  Note,  with  a copy by telecopier only to Grushko & Mittman, P.C., 551
Fifth  Avenue,  Suite  1601,  New York, New York 10176, telecopier number: (212)
697-3575.

          4.3     Amendment  Provision.  The  term  "Note"  and  all  reference
                  --------------------
thereto,  as  used  throughout  this  instrument,  shall mean this instrument as
originally  executed, or if later amended or supplemented, then as so amended or
supplemented.

          4.4     Assignability.  This  Note  shall be binding upon the Borrower
                  -------------
and its successors and assigns, and shall inure to the benefit of the Holder and
its  successors  and  assigns.

          4.5     Cost of Collection.  If default is made in the payment of this
                  ------------------
Note,  Borrower  shall  pay  the  Holder  hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.


                                        5
<PAGE>
          4.6     Governing Law.  This  Note  shall be governed by and construed
                  -------------
in  accordance  with  the  laws  of the State of New York. 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 individual
signing  this  Agreement  on  behalf  of  the  Borrower  agree  to submit to the
jurisdiction  of  such courts. The prevailing party shall be entitled to recover
from  the  other  party  its  reasonable  attorney's  fees  and  costs.

          4.7     Maximum Payments.  Nothing contained herein shall be deemed to
                  ----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to  be  paid  or  other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

          4.8     Redemption.  This  Note may not be redeemed or paid before the
                  ----------
Maturity Date without the consent of the Holder.

          4.9     Shareholder Status.  The  Holder  shall  not  have rights as a
                  ------------------
shareholder  of  the Borrower with respect to unconverted portions of this Note,
except  that from and after the Delivery Date, the Holder shall have rights as a
shareholder of the Borrower with respect to Common Stock to be delivered on such
Delivery  Date.


                                        6
<PAGE>
     IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by an authorized officer on this 18th day of June, 2002.

                                             AMNIS  SYSTEMS  INC.


                                             By:________________________________
                                                    Name:
                                                    Title:


WITNESS:



_______________________________


                                        7
<PAGE>
                              NOTICE OF CONVERSION
                              --------------------

(To be executed by the Registered Holder in order to convert the Note)


     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________  of the interest due on the Note issued by AMNIS SYSTEMS INC. on June
____,  2002  into  Shares  of Common Stock of AMNIS SYSTEMS INC. (the "Company")
according  to  the  conditions  set  forth  in such Note, as of the date written
below.



Date of Conversion:____________________________________________________________


Conversion Price:______________________________________________________________


Shares To Be Delivered:________________________________________________________


Signature:_____________________________________________________________________


Print Name:____________________________________________________________________


Address:_______________________________________________________________________

        _______________________________________________________________________


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