CONSULTING AGREEMENT

      This agreement is entered into between MarketByte, LLC, a California
Limited Liability Company (hereafter known as MBLLC) and AMNIS SYSTEMS INC., a
Delaware Corporation (hereafter known as AMNM), with reference to the following
facts.

      AMNM has expressed a desire to enter into this agreement with MBLLC to
provide Internet Public Relations Services for AMNM. MBLLC is in the business of
providing such services and desires to enter into an agreement with AMNM to
provide these services for AMNM, a publicly traded company. This Agreement is
for the purpose of defining the services to be provided and the rights and
responsibilities of both parties.

I.    SERVICES PROVIDED BY MBLLC

      1.    MBLLC agrees to prepare a detailed profile report on AMNM following
            certain guidelines that have already been established by MBLLC. The
            report shall be released during the month of May or June 2003, final
            date to be established by both parties.

      2.    MBLLC agrees to expose all future editions to all the members of its
            proprietary OTC Journal database of over 1.2 million members.

      3.    MBLLC will continue to release to its subscribers on the selected
            Newsletter all substantive information (i.e. Press Releases, Annual
            Reports, Analysts Reports, etc.), which AMNM has formally and
            officially released to the general public, for an indefinite period
            at the discretion of MBLLC.

      4.    MBLLC reserves the right to share any views or opinions of its
            choosing with its proprietary database regarding the performance of
            AMNIS SYSTEMS INC stock. The management of AMNIS SYSTEMS INC shall
            have no editorial control over the content published on AMNIS
            SYSTEMS INC within the context of the OTC Journal, and as such both
            parties recognize that any opinions expressed in the OTC Journal are
            solely those of the editors.

II.   RESPONSIBILITIES OF AMNM

            1. AMNM agrees to assist MBLLC, as requested, in the preparation of
      the corporate profile report on said Company.

            2. AMNM will, if requested, provide or arrange to be provided to
      MBLLC or its designee, such accounting information as may be necessary to
      complete the corporate "due diligence" necessary to compile an accurate
      and detailed profile report on the companies.

            3. AMNM agrees to provide MBLLC with certain business and other
      material information about AMNM, its products, services, contracts,
      pending litigation, patents, trademarks and other such business matters
      which MBLLC may request and which MBLLC considers to be important for the
      completion of this contract.


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            4. AMNM agrees, during the term of this agreement, to notify MBLLC
      of any changes in the status or nature of its business, any pending
      litigation, or any other developments that may require further disclosure.

III.  COMPENSATION

            1. MBLLC shall receive a fee of twenty five thousand US dollars
      ($25,000), payable upon the signing of this agreement.

            2. MBLLC shall receive a fee of two million (2,000,000) newly issued
      shares of common stock in AMNIS SYSTEMS INC. The aforementioned shares
      shall have piggyback registration rights on any appropriate registration
      statement filed by the company.

IV.   REPRESENTATIONS BY MBLLC

            MBLLC represents, warrants, and covenants the following:

            1. MBLLC is a Company duly organized and existing under the laws of
      the State of California and is in good standing with the jurisdiction of
      its incorporation.

            2. MBLLC will disclose to AMNM any and all material facts and
      circumstances, which may affect its ability to perform it's undertaking
      herein.

            3. MBLLC will cooperate in a prompt and professional manner with
      AMNM or its agents in the performance of this Agreement.

V.    REPRESENTATIONS OF AMNM

            AMNM represents, warrants and covenants the following:

            1. AMNM will cooperate fully with MBLLC in executing the
      responsibilities required under this Agreement so that MBLLC may fulfill
      its responsibilities in a timely manner.

            2. AMNM will not circumvent this Agreement either directly or
      indirectly nor will it interfere with, impair, or delay MBLLC in
      performing work described in this Agreement. AMNM will not cause MBLLC to
      perform work not described in this Agreement.

            3. AMNM and each of its subsidiaries is a corporation duly organized
      and existing under the laws of its state of incorporation and is in good
      standing with the jurisdiction of its incorporation in each state where it
      is required to be qualified to do business.

            4. AMNM's articles of incorporation and by-law's delivered pursuant
      to this Agreement are true, and complete copies of it have been duly
      adopted.


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            5. AMNM will cooperate in a prompt and professional manner with
      MBLLC, its attorneys, accountants and agents during the performance of the
      obligations due under this Agreement.

            6. All financial information from AMNM will be provided to MBLLC in
      a timely and complete manner and all other information, which AMNM has
      previously provided to MBLLC concerning AMNM, is accurate and complete in
      every material respect. If it is later determined that such is not the
      case, it shall be considered a basis for the termination of this
      Agreement.

            7. AMNM does hereby state that all information supplied to MBLLC
      during the course of this Agreement shall be true and accurate to the best
      of AMNM's knowledge. AMNM agrees to hold MBLLC harmless for the accuracy
      of any information disclosed under this Agreement where the information
      was provided by AMNM to MBLCC.

VI.   CONFIDENTIALITY

           1. MBLLC agrees that all information received from AMNM shall be
      treated as confidential information and MBLLC shall not share such
      information with any other person or entity, except as required by MBLLC
      to fulfill this Agreement, without the express written consent of AMNM,
      unless such disclosure will not cause damages to AMNM or is already in the
      public domain. Furthermore, MBLLC shall not take any action with the
      intention of profiting from "insider information".

VII.  NOTICES

           Any notices from either party to the other shall be deemed received
      on the date such notice is personally delivered. Any notice sent by fax
      transmission shall be deemed received by the other party on the day it has
      been transmitted. Any notice sent by mail by either party to the other
      shall be deemed received on the third business day after it has been
      deposited at a United States or Canadian post office. For purposes of
      delivering or sending notice to the parties under this Agreement such
      notices shall be delivered or sent as follows:

      MarketByte LLC
      3525 Del Mar Heights Rd #334
      San Diego, CA 92130

      AMNIS SYSTEMS INC
      3450 Hillview Avenue
      Palo Alto, California 94304


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VIII. ENTIRE AGREEMENT

            Neither party has made representations to the other, which are not
      specifically set forth in this Agreement. There are no oral or other
      agreements between the parties that have been entered into prior or
      contemporaneously with the formation of this Agreement. All oral promises,
      agreements, representations, statements and warranties hereinafter
      asserted by one party against the other, shall be deemed to have been
      waived by such party asserting that they were made and this Agreement
      shall supersede all prior negotiations, statements, representations,
      warranties and agreements made or entered into between the parties to this
      Agreement.

IX.   NO ASSIGNMENT

            Neither party may assign any benefit due or delegate performance
      under this Agreement without the express written consent of the other
      party.

X.    CONSTRUCTION

            The laws of the State of California shall govern this Agreement.

XI.   ATTORNEYS FEES

            In any action concerning the enforcement, breach, or interpretation
      of this Agreement, the prevailing party shall be entitled to recover its
      costs of suit and reasonable attorney's fees from the other party, in
      addition to any other relief granted by the court.

XII.  WAIVER

            The waiver of any provision of this Agreement by either party shall
      not be deemed to be a continuing waiver or a waiver of any other provision
      of this Agreement by either party.

XIII. SEVERABILITY

            If any provision of this Agreement or any subsequent modifications
      hereof are found to be unenforceable by a court of competent jurisdiction,
      the remaining provisions shall continue to remain in full force and
      effect.

XIV.  AUTHORITY TO ENTER INTO AGREEMENT

           The individuals signing this Agreement below represent to each other
      that they have the authority to bind their respective corporations to the
      terms and conditions of this Agreement. The individuals shall not, however
      have personal liability by executing this Agreement and sign this
      Agreement only in their representative capacities as authorized officers
      of the AMNM and MBLLC respectively.


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XV.   INDEMNIFICATION

      MBLLC agrees to indemnify AMNM from any liability or claim arising out of
any act or omission on the part of MBLLC that would be in violation of any
securities laws and regulations.

      IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement on this 19th day of May 2003.

AMNIS SYSTEMS INC                       MARKETBYTE, LLC


-----------------------------------     ----------------------------------------
Scott Mac Caughern                      Lawrence D. Isen
CEO, Amnis Systems, Inc.                Authorized Signing Member


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