EXHIBIT 4.2

THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES LAWS AND SHALL NOT
BE  SOLD,  PLEDGED,  HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR
NOT  FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF
A  FAVORABLE  OPINION  OF  ITS  COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER  EVIDENCE  AS  MAY  BE  SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER
CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933
ACT  AND  APPLICABLE  STATE  SECURITIES  LAWS.


                              GREENLAND CORPORATION

                          COMMON STOCK PURCHASE WARRANT

                                   To Purchase

                                 400,000 SHARES
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                                 Owen Naccarato
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612

by GREENLAND CORPORATIO, a Nevada corporation (hereinafter called the "Company",
which  term  shall  include  its  successors  and  assigns).

     FOR  VALUE RECEIVED and subject to the terms and conditions hereinafter set
out, the registered holder of this Warrant as set forth on the books and records
of  the  Company  (the  "Holder")  is entitled upon surrender of this Warrant to
purchase from the Company 400,000 fully paid and non-assessable shares of Common
Stock, $.001 par value per share (the "Common Stock"), at the Exercise Price (as
defined  below)  per  share.

This  Warrant  shall  expire  at  the  close  of  business  on  July  1,  2004.

1.     (a)     The  right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
     this Warrant (properly endorsed if required) at the principal office of the
Company  at  3450  Hillview  Avenue,  Palo Alto, California 94304 (or such other
office  or agency of the Company as it may designate by notice in writing to the
Holder  at the address of the Holder appearing on the books of the Company), and
upon payment to the Company, by cash or by certified check or bank draft, of the
Exercise  Price  for  such  shares. The Company agrees that the shares of Common
Stock  so  purchased  shall  be  deemed to be issued to the Holder as the record
owner  of such shares of Common Stock as of the close of business on the date on
which  this Warrant shall have been surrendered and payment made for such shares
of  Common  Stock  as  aforesaid. Certificates for the shares of Common Stock so
purchased  (together  with a cash adjustment in lieu of any fraction of a share)
shall  be  delivered  to the Holder within a reasonable time, not exceeding five
(5)  business days, after the rights represented by this Warrant shall have been
so  exercised,  and, unless this Warrant has expired, a new Warrant representing
the number of shares of Common Stock, if any, with respect to which this Warrant
shall  not  then  have been exercised, in all other respects identical with this
Warrant,  shall also be issued and delivered to the Holder within such time, or,
at  the  request of the Holder, appropriate notation may be made on this Warrant
and  the  same  returned  to  the  Holder.

(b)     This  Warrant  may  be  exercised  to  acquire,  from and after the date
hereof,  the number of shares of Common Stock set forth on the first page hereof
(subject to adjustments described in this Warrant); provided, however, the right
     hereunder to purchase such shares of Common Stock shall expire at 5:00 p.m.
Palo  Alto,  California  time  on  July  1,  2004.

2.     This  Warrant is being issued by the Company pursuant to the terms of the
Consulting  Agreement  dated  July  1,  2003.

3.     The  Company  covenants  and  agrees  that all Common Stock upon issuance
against  payment  in  full  of the Exercise Price by the Holder pursuant to this
Warrant  will be validly issued, fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof (except to the extent
     resulting  from  the Holder's own circumstances, actions or omissions). The
Company  covenants  and  agrees  that  during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized,  and  reserved for the purpose of issue or transfer upon exercise of
the  rights  evidenced  by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will  procure  at  its  sole  expense  upon  each such reservation of shares the
listing  thereof  (subject  to  issuance  or  notice  of  issuance) on all stock
exchanges  on  which  the  Common  Stock  is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action  as may be necessary to assure that such shares of Common Stock may be so
issued  without  violation  of  any  applicable  law  or  regulation,  or of any
requirements of any national securities exchange upon which the Common Stock may
be  listed  or  inter-dealer  trading  system  on which the Common Stock is then
traded.  The  Company  will  not  take  any  action  which  would  result in any
adjustment  in the number of shares of Common Stock purchasable hereunder if the
total  number  of  shares of Common Stock issuable pursuant to the terms of this
Warrant  after such action upon full exercise of this Warrant and, together with
all  shares of Common Stock then outstanding and all shares of Common Stock then
issuable  upon  exercise  of  all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock  then  authorized  by  the  Company's  Restated  and  Amended  Articles of
Incorporation,  as  then  amended.

4.     The  Initial Exercise Price is $.0125 per share of Common Stock ("Initial
Exercise  Price").  The Initial Exercise Price shall be adjusted as provided for
below  in  this  Section 4 (the Initial Exercise Price, and the Initial Exercise
Price,  as  thereafter  then  adjusted,  shall  be  referred to as the "Exercise
Price")  and  the  Exercise Price from time to time shall be further adjusted as
provided  for  below  in  this  Section  4. Upon each adjustment of the Exercise
Price,  the Holder shall thereafter be entitled to receive upon exercise of this
Warrant,  at  the  Exercise  Price resulting from such adjustment, the number of
shares  of Common Stock obtained by (i) multiplying the Exercise Price in effect
immediately  prior  to  such  adjustment by the number of shares of Common Stock
purchasable  hereunder  immediately  prior to such adjustment, and (ii) dividing
the  product  thereof  by the Exercise Price resulting from such adjustment. The
Exercise  Price  shall  be  adjusted  as  follows:

(i)     In  the case of any amendment to the Company's Articles of Incorporation
to  change  the  designation  of  the  Common  Stock  or the rights, privileges,
restrictions  or  conditions  in  respect to the Common Stock or division of the
Common Stock, this Warrant shall be adjusted so as to provide that upon exercise
     thereof,  the  Holder  shall receive, in lieu of each share of Common Stock
theretofore  issuable  upon  such exercise, the kind and amount of shares, other
securities,  money  and  property  receivable  upon  such designation, change or
division  by  the  Holder  issuable upon such exercise had the exercise occurred
immediately prior to such designation, change or division. This Warrant shall be
deemed  thereafter  to  provide  for  adjustments,  which  shall  be  as  nearly
equivalent as may be practicable to the adjustments provided for in this Section
4.  The  provisions  of  this  Subsection 4(i) shall apply in the same manner to
successive  reclassifications,  changes,  consolidations  and  mergers.

(ii)     If  the  Company  shall at any time subdivide its outstanding shares of
Common  Stock  into  a  greater  number  of shares of Common Stock, or declare a
dividend  or make any other distribution upon the Common Stock payable in shares
of  Common  Stock,  the  Exercise  Price  in  effect  immediately  prior to such
subdivision  or dividend or other distribution shall be proportionately reduced,
and conversely, in case the outstanding shares of Common Stock shall be combined
     into  a  smaller  number  of  shares of Common Stock, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased.

(iii)     If any capital reorganization or reclassification of the capital stock
     of  the Company, or any consolidation or merger of the Company with or into
another  corporation or other entity, or the sale of all or substantially all of
the Company's assets to another corporation or other entity shall be effected in
such  a  way that holders of shares of Common Stock shall be entitled to receive
stock,  securities, other evidence of equity ownership or assets with respect to
or  in  exchange  for  shares  of  Common  Stock,  then,  as a condition of such
reorganization,  reclassification,  consolidation,  merger  or  sale  (except as
otherwise  provided  below  in  this  Section 4), lawful and adequate provisions
shall be made whereby the Holder shall thereafter have the right to receive upon
the  exercise  hereof upon the basis and upon the terms and conditions specified
herein,  such shares of stock, securities, other evidence of equity ownership or
assets  as  may be issued or payable with respect to or in exchange for a number
of  outstanding  shares  of  such  Common Stock equal to the number of shares of
Common  Stock  immediately  theretofore  purchasable  and  receivable  upon  the
exercise  of  this  Warrant  under  this  Section  4  had  such  reorganization,
reclassification, consolidation, merger or sale not taken place, and in any such
case  appropriate  provisions  shall  be  made  with  respect  to the rights and
interests  of  the  Holder  to  the  end  that the provisions hereof (including,
without  limitation, provisions for adjustments of the Exercise Price and of the
number  of  shares of Common Stock receivable upon the exercise of this Warrant)
shall  thereafter  be applicable, as nearly as may be, in relation to any shares
of  stock,  securities,  other evidence of equity ownership or assets thereafter
deliverable  upon  the  exercise  hereof  (including an immediate adjustment, by
reason  of  such consolidation or merger, of the Exercise Price to the value for
the  Common  Stock reflected by the terms of such consolidation or merger if the
value  so  reflected is less than the Exercise Price in effect immediately prior
to  such  consolidation or merger). Subject to the terms of this Warrant, in the
event  of  a  merger  or  consolidation  of  the  Company  with  or into another
corporation  or other entity as a result of which the number of shares of common
stock of the surviving corporation or other entity issuable to holders of Common
Stock,  is  greater  or  lesser  than  the  number  of  shares  of  Common Stock
outstanding immediately prior to such merger or consolidation, then the Exercise
Price  in  effect  immediately  prior  to  such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the  outstanding  shares  of Common Stock. The Company shall not effect any such
consolidation,  merger  or  sale, unless, prior to the consummation thereof, the
successor  corporation  (if  other  than  the  Company)  resulting  from  such
consolidation  or  merger or the corporation purchasing such assets shall assume
by  written  instrument  executed  and  mailed  or  delivered to the Holder, the
obligation  to  deliver  to  the  Holder such shares of stock, securities, other
evidence  of  equity  ownership  or  assets as, in accordance with the foregoing
provisions,  the  Holder  may  be entitled to receive or otherwise acquire. If a
purchase,  tender  or  exchange  offer is made to and accepted by the holders of
more  than  fifty  (50%)  percent of the outstanding shares of Common Stock, the
Company  shall  not  effect  any  consolidation,  merger or sale with the person
having made such offer or with any affiliate of such person, unless prior to the
consummation  of  such  consolidation, merger or sale the Holder of this Warrant
shall have been given a reasonable opportunity to then elect to receive upon the
exercise  of  this  Warrant  the  amount of stock, securities, other evidence of
equity ownership or assets then issuable with respect to the number of shares of
Common  Stock  in  accordance  with  such  offer.

(iv)     In  case  the  Company  shall,  at  any  time prior to exercise of this
Warrant,  consolidate or merge with any other corporation or other entity (where
the Company is not the surviving entity) or transfer all or substantially all of
     its  assets  to  any  other  corporation  or other entity, then the Company
shall,  as  a condition precedent to such transaction, cause effective provision
to  be made so that the Holder of this Warrant upon the exercise of this Warrant
after  the  effective  date of such transaction shall be entitled to receive the
kind  and amount of shares, evidences of indebtedness and/or other securities or
property  receivable  on such transaction by a holder of the number of shares of
Common  Stock as to which this Warrant was exercisable immediately prior to such
transaction  (without giving effect to any restriction upon such exercise); and,
in any such case, appropriate provision shall be made with respect to the rights
and  interest  of  the  Holder of this Warrant to the end that the provisions of
this  Warrant  shall  thereafter be applicable (as nearly as may be practicable)
with  respect  to  any  shares, evidences of indebtedness or other securities or
assets thereafter deliverable upon exercise of this Warrant. Upon the occurrence
of  any  event described in this Section 4(iv), the holder of this Warrant shall
have  the  right to (i) exercise this Warrant immediately prior to such event at
an  Exercise  Price  equal  to  lesser of (1) the then Exercise Price or (2) the
price  per share of Common Stock paid in such event, or (ii) retain ownership of
this  Warrant,  in which event, appropriate provisions shall be made so that the
Warrant  shall  be  exercisable  at  the  Holder's  option into shares of stock,
securities  or  other  equity  ownership  of  the surviving or acquiring entity.

          Whenever the Exercise Price shall be adjusted pursuant to this Section
4,  the  Company  shall  issue  a  certificate  signed  by its President or Vice
President  and  by  its  Treasurer,  Assistant Treasurer, Secretary or Assistant
Secretary,  setting  forth,  in  reasonable  detail,  the  event  requiring  the
adjustment,  the  amount  of the adjustment, the method by which such adjustment
was  calculated  (including  a  description  of  the basis on which the Board of
Directors  of  the  Company  made any determination hereunder), and the Exercise
Price  after  giving  effect  to such adjustment, and shall cause copies of such
certificates  to  be mailed (by first-class mail, postage prepaid) to the Holder
of  this  Warrant.  The  Company  shall make such certificate and mail it to the
Holder  promptly  after  each  adjustment.

     No fractional shares of Common Stock shall be issued in connection with any
exercise  of  this  Warrant,  but in lieu of such fractional shares, the Company
shall  make  a  cash  payment  therefore  equal  in amount to the product of the
applicable  fraction  multiplied  by  the  Exercise  Price  then  in  effect.

5.     In  the  event  the  Company  grants  rights  (other  than rights granted
pursuant  to  a  shareholder  rights or poison pill plan) to all shareholders to
purchase  Common Stock, the Holder shall have the same rights as if this Warrant
had  been  exercised  immediately  prior  to  such  grant.

6.     The  shares  of  Common  Stock issuable upon the exercise of this Warrant
shall  be  registered by the Company pursuant to a Form S-8 to be filed with the
Securities  and  Exchange  Commission  on  or  prior  to  July  31,  2003.

7.     This  Warrant  need  not be changed because of any change in the Exercise
Price  or  in  the  number  of  shares  of  Common  Stock  purchased  hereunder.

8.     The  terms  defined  in  this  paragraph,  whenever used in this Warrant,
shall,  unless  the  context  otherwise  requires,  have the respective meanings
hereinafter  specified.  The  term  "Common  Stock"  shall  mean and include the
Company's Common Stock, $.001 par value per share, authorized on the date of the
     original  issue  of  this  Warrant  and  shall  also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets of the
character  referred  to  in  Section  4  hereof, the stock, securities or assets
provided  for  in  such  paragraph.  The  term  "Company" shall also include any
successor  corporation  to  Amnis  Systems  Inc.  by  merger,  consolidation  or
otherwise. The term "outstanding" when used with reference to Common Stock shall
mean  at  any date as of which the number of shares thereof is to be determined,
all  issued  shares  of Common Stock, except shares then owned or held by or for
the account of the Company. The term "1933 Act" shall mean the Securities Act of
1933,  as  amended,  or  any  successor  Federal  statute,  and  the  rules  and
regulations  of  the  Securities  and  Exchange Commission, or any other Federal
agency then administering the 1933 Act, there under, all as the same shall be in
effect  at  the  time.

9.     This  Warrant is exchangeable, upon the surrender hereby by the Holder at
the office or agency of the Company, for new Warrants of like tenor representing
     in  the  aggregate  the  right  to subscribe for and purchase the number of
shares of Common Stock which may be subscribed for and purchased hereunder, each
of  such  new Warrants to represent the right to subscribe for and purchase such
number  of  shares  of  Common Stock as shall be designated by the Holder at the
time  of such surrender. Upon receipt of evidence satisfactory to the Company of
the  loss,  theft,  destruction  or  mutilation  of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of  a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of  any  such mutilation, upon surrender or cancellation of this Warrant or such
new  Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in  lieu  of  this  Warrant  or  such  new  Warrants,  representing the right to
subscribe  for  and  purchase  the number of shares of Common Stock which may be
subscribed  for  and  purchased  hereunder.

10.     The  Company  will  at  no  time  close  its  transfer books against the
transfer  of  this  Warrant  or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
     exercise  of this Warrant. This Warrant shall not entitle the Holder to any
voting  rights  or  any  rights  as a shareholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock  issuable  hereunder,  shall  survive  the  exercise  of  this  Warrant.

11.     This  Warrant  sets  forth  the  entire agreement of the Company and the
Holder  of  the  Common  Stock  issuable  upon the exercise of this Warrant with
respect  to  the  rights  of  the  Holder and the Common Stock issuable upon the
exercise  of  this  Warrant, notwithstanding the knowledge of such Holder of any
other  agreement or the provisions of any agreement, whether or not known to the
Holder,  and  the  Company  represents that there are no agreements inconsistent
with  the  terms  hereof  or which purport in any way to bind the Holder of this
Warrant  or  the  Common  Stock.

12.     The validity, interpretation and performance of this Warrant and each of
     its  terms  and  provisions  shall  be governed by the laws of the State of
California.
13.
     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer under its corporate seal and dated as of July 22,, 2003.

GREENLAND  CORPORATION

By:  _____________________
       Thomas  Beener
       Chief  Executive  Officer