EXHIBIT 99.3


  CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
                               AMNIS SYSTEMS INC.

1.   TREAT  IN  AN  ETHICAL  MANNER  THOSE  TO  WHOM  AMNIS  SYSTEMS INC. HAS AN
     OBLIGATION

The  officers, directors and employees of Amnis Systems Inc. (the "Company") are
committed  to  honesty,  just management, fairness, providing a safe and healthy
environment  free  from  the fear of retribution, and respecting the dignity due
everyone.  For  the  communities  in  which we live and work we are committed to
observe  sound  environmental  business  practices  and  to act as concerned and
responsible  neighbors,  reflecting  all  aspects  of  good  citizenship.

For  our  shareholders  we  are  committed to pursuing sound growth and earnings
objectives  and  to  exercising prudence in the use of our assets and resources.

For  our  suppliers  and  partners  we are committed to fair competition and the
sense  of  responsibility  required  of  a  good  customer  and  teammate.

2.   PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied,
and  appreciated. We respect cultural diversity and will not tolerate harassment
or  discrimination  of  any  kind -- especially involving race, color, religion,
gender,  age,  national  origin,  disability,  and  veteran  or  marital status.

Providing  an  environment  that  supports  honesty,  integrity, respect, trust,
responsibility, and citizenship permits us the opportunity to achieve excellence
in  our  workplace.  While everyone who works for the Company must contribute to
the  creation  and  maintenance  of  such  an  environment,  our  executives and
management  personnel  assume  special  responsibility  for  fostering  a  work
environment  that  is  free  from the fear of retribution and will bring out the
best  in  all  of  us. Supervisors must be careful in words and conduct to avoid
placing,  or seeming to place, pressure on subordinates that could cause them to
deviate  from  acceptable  ethical  behavior.

3.   PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We  are  committed  to providing a drug-free, safe and healthy work environment,
and  to observing environmentally sound business practices. We will strive, at a
minimum,  to  do no harm and where possible, to make the communities in which we
work  a  better  place  to  live.  Each of us is responsible for compliance with
environmental,  health  and  safety  laws  and  regulations.


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4.   KEEP ACCURATE AND COMPLETE RECORDS

We must maintain accurate and complete Company records. Transactions between the
Company  and  outside  individuals  and  organizations  must  be  promptly  and
accurately entered in our books in accordance with generally accepted accounting
practices  and  principles.  No  one  should  rationalize  or  even  consider
misrepresenting  facts  or falsifying records. It will not be tolerated and will
result  in  disciplinary  action.

5.   OBEY THE LAW

We  will  conduct  our  business  in  accordance  with  all  applicable laws and
regulations.  Compliance  with  the  law  does  not  comprise our entire ethical
responsibility.  Rather,  it  is  a  minimum, absolutely essential condition for
performance  of  our  duties.  In  conducting  business,  we  shall:

     A.   STRICTLY ADHERE TO ALL ANTITRUST LAWS

     Officer,  directors  and  employees  must  strictly adhere to all antitrust
     laws.  Such  laws  exist  in  the United States and in many other countries
     where  the  Company  may conduct business. These laws prohibit practices in
     restraint  of  trade  such  as  price  fixing  and  boycotting suppliers or
     customers.  They  also  bar  pricing  intended  to  run a competitor out of
     business; disparaging, misrepresenting, or harassing a competitor; stealing
     trade  secrets;  bribery;  and  kickbacks.

     B.   STRICTLY COMPLY WITH ALL SECURITIES LAWS

     In  our  role  as  a publicly owned company, we must always be alert to and
     comply  with  the  security  laws  and regulations of the United States and
     other  countries.

          I.   DO  NOT  ENGAGE  IN  SPECULATIVE  OR  INSIDER  TRADING

          Federal  law  and  Company  policy  prohibits  officers, directors and
          employees,  directly  or  indirectly through their families or others,
          from  purchasing  or  selling company stock while in the possession of
          material,  non-public  information  concerning  the Company. This same
          prohibition  applies  to  trading  in the stock of other publicly held
          companies  on  the basis of material, non-public information. To avoid
          even  the  appearance  of  impropriety,  Company policy also prohibits
          officers,  directors  and  employees  from trading options on the open
          market  in  Company  stock  under  any  circumstances.

          Material,  non-public  information  is  any  information  that  could
          reasonably  be expected to affect the price of a stock. If an officer,
          director  or employee is considering buying or selling a stock because
          of  inside  information  they  possess,  they  should assume that such


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          information  is  material.  It  is  also  important  for  the officer,
          director  or  employee  to  keep  in  mind that if any trade they make
          becomes  the  subject of an investigation by the government, the trade
          will  be  viewed  after-the-fact  with  the  benefit  of  hindsight.
          Consequently,  officers,  directors  and  employees  should  always
          carefully  consider how their trades would look from this perspective.

          Two  simple  rules  can  help protect you in this area: (1) Do not use
          non-public  information  for personal gain. (2) Do not pass along such
          information  to  someone  else  who  has  no  need  to  know.

          This  guidance  also  applies to the securities of other companies for
          which  you receive information in the course of your employment at The
          Company  .

          II.  BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

          As  a  public  company,  the  Company must be fair and accurate in all
          reports  filed  with  the  United  States  Securities  and  Exchange
          Commission.  Officers,  directors  and  management  of The Company are
          responsible for ensuring that all reports are filed in a timely manner
          and  that  they  fairly  present the financial condition and operating
          results  of  the  Company.

          Securities  laws  are  vigorously  enforced.  Violations may result in
          severe  penalties  including forced sales of parts of the business and
          significant  fines  against  the  Company. There may also be sanctions
          against  individual  employees  including substantial fines and prison
          sentences.

          The  principal  executive officer and principal financial Officer will
          certify  to  the  accuracy of reports filed with the SEC in accordance
          with  the  Sarbanes-Oxley  Act  of  2002.  Officers  and Directors who
          knowingly  or  willingly  make  false certifications may be subject to
          criminal  penalties  or  sanctions  including  fines and imprisonment.

6.   AVOID CONFLICTS OF INTEREST

Our  officers, directors and employees have an obligation to give their complete
loyalty  to the best interests of the Company. They should avoid any action that
may  involve, or may appear to involve, a conflict of interest with the Company.
Officers,  directors  and  employees  should  not  have  any  financial or other
business  relationships  with  suppliers,  customers  or  competitors that might
impair, or even appear to impair, the independence of any judgment they may need
to  make  on  behalf  of  the  Company.

HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

     -    Employment by a competitor, or potential competitor, regardless of the
          nature of the employment, while employed by the Company .


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     -    Acceptance of gifts, payment, or services from those seeking to do
          business with the Company .
     -    Placement of business with a firm owned or controlled by an officer,
          director or employee or his/her family.
     -    Ownership of, or substantial interest in, a company that is a
          competitor, client or supplier.
     -    Acting as a consultant to a the Company customer, client or supplier.
     -    Seeking the services or advice of an accountant or attorney who has
          provided services to the Company .

Officers,  directors and employees are under a continuing obligation to disclose
any  situation  that  presents  the  possibility  of  a conflict or disparity of
interest  between  the officer, director or employee and the Company. Disclosure
of  any  potential conflict is the key to remaining in full compliance with this
policy.

7.   COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We  must comply with the laws and regulations that pertain to the acquisition of
goods  and  services.  We  will  compete  fairly  and ethically for all business
opportunities.  In  circumstances  where  there  is  reason  to believe that the
release  or receipt of non-public information is unauthorized, do not attempt to
obtain  and  do  not  accept  such  information  from  any  source.

If  you  are  involved  in  Company  transactions,  you must be certain that all
statements,  communications,  and  representations  are  accurate  and truthful.

8.   AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The  sale  and marketing of our products and services should always be free from
even  the  perception that favorable treatment was sought, received, or given in
exchange  for  the  furnishing  or  receipt  of  business  courtesies. Officers,
directors  and  employees  of the Company  will neither give nor accept business
courtesies  that  constitute,  or could be reasonably perceived as constituting,
unfair business inducements or that would violate law, regulation or policies of
the  Company,  or  could  cause  embarrassment  to  or reflect negatively on the
Company's  reputation.

9.   MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES

Business  integrity  is  a key standard for the selection and retention of those
who  represent the Company. Agents, representatives and consultants must certify
their  willingness to comply with the Company's policies and procedures and must
never  be  retained  to  circumvent  our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a
third  party  without  authority, or gaining inside information or influence are
just  a  few  examples of what could give us an unfair competitive advantage and
could  result  in  violations  of  law.

10.   PROTECT  PROPRIETARY  INFORMATION


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Proprietary  Company  information  may not be disclosed to anyone without proper
authorization. Keep proprietary documents protected and secure. In the course of
normal  business  activities, suppliers, customers and competitors may sometimes
divulge  to you information that is proprietary to their business. Respect these
confidences.

11.  OBTAIN AND USE COMPANY ASSETS WISELY

Personal  use  of  Company  property must always be in accordance with corporate
policy.  Proper  use  of  Company  property,  information  resources,  material,
facilities  and  equipment is your responsibility. Use and maintain these assets
with  the  utmost  care and respect, guarding against waste and abuse, and never
borrow  or  remove  Company  property  without  management's  permission.

12.  FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND
     ACTIVITIES

The Company  encourages its employees to become involved in civic affairs and to
participate  in  the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their own
time  and  at  their  own  expense.  In the United States, federal law prohibits
corporations  from  donating  corporate  funds,  goods, or services, directly or
indirectly,  to  candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities as
they  apply  to  their  respective  jurisdictions.

13.   BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this CODE OF
ETHICS.  The Audit Committee will report to the Board of Directors at least once
each  year  regarding the general effectiveness of the Company's CODE OF ETHICS,
the  Company's  controls  and  reporting  procedures  and the Company's business
conduct.

14.   DISCIPLINARY  MEASURES.

The  Company  shall consistently enforce its CODE OF ETHICS and Business Conduct
through  appropriate  means  of  discipline.  Violations  of  the  Code shall be
promptly  reported to the Audit Committee. Pursuant to procedures adopted by it,
the Audit Committee shall determine whether violations of the Code have occurred
and,  if  so,  shall determine the disciplinary measures to be taken against any
employee  or  agent  of  the  Company  who  has  so  violated  the  Code.

The  disciplinary  measures, which may be invoked at the discretion of the Audit
Committee,  include,  but  are  not  limited  to,  counseling,  oral  or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in  salary,  termination  of  employment  and  restitution.


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Persons  subject  to  disciplinary  measures  shall  include, in addition to the
violator,  others involved in the wrongdoing such as (i) persons who fail to use
reasonable  care to detect a violation, (ii) persons who if requested to divulge
information  withhold  material  information  regarding  a  violation, and (iii)
supervisors  who  approve  or  condone  the  violations  or attempt to retaliate
against  employees  or  agents  for  reporting  violations  or  violators.


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