AMENDED PURCHASE AGREEMENT

This amended  Agreement made and entered into as of January 15, 2001 and between
Advanced Optics  Electronics,  Inc., a Nevada  corporation  having its principal
place of business at 8301  Washington St NE,  Albuquerque,  NM 87113 ("ADOT") as
Seller and Wang  REDACTED as buyer  replaces and is in the stead of all previous
Agreements, contracts and orders between ADOT and Wang REDACTED.

     WHEREAS,  ADOT is in the process of  manufacturing  products for electronic
outdoor flat panel displays ("the Products" and/or "the Units"), and is the sole
owner of certain proprietary rights relating to such Products including, but not
limited to all rights relating to United States Patents pending  therefore it is
agreed:

     A.   That ADOT will utilize proprietary  REDACTED processing  technology to
          maximize pixel density and reduce activation  voltage increasing light
          transmission  (brightness)  through a REDACTED in the surface  area of
          the material required for the REDACTED.  Advanced Optics  Electronics,
          Inc.  will  provide  a  manufacturing   process  for  a  high  density
          electro-optic array.

          Advanced  Optics  Electronics,  Inc.  shall  provide  a  high  density
          electro-optic  light valve array with reduced REDACTED compatible with
          or to exceed current  commercially  available REDACTED  technology and
          display circuitry designed for use with REDACTED.

     B.   That such  reduction is an important  inducement and benefit to Buyers
          and  to  significantly  reduce  Buyer's  cost  of  operations  of  the
          Products.

     C.   That Wang desires that ADOT build,  test,  and install two large scale
          electronic flat panel moving color image display  boards,  hereinafter
          referred  to as Units A and B capable  of being  viewed by  interstate
          motorists at a distance of no less than REDACTED feet by employing the
          above referenced  developments by ADOT to minimize  operating REDACTED
          that  will be  required  by Buyer to employ  in its  operation  of the
          Products.

     D.   Due to the  confidential  nature of  technical  processes  and systems
          described in this  Agreement  and matters of  confidential  concern to
          Buyer in its industry;  Buyer and Seller jointly agree not to disclose
          the terms and  conditions  herein  unless to a U.S.  domestic bank for
          financing  of all or a  portion  of the  purchase  herein.  When  this
          Agreement is completed disclosure may be made.


                                       1
<PAGE>

     E.   In the event that any part of the  Agreement  is breached or violated,
          Buyer  then shall have the option  terminate  this  Agreement.  In the
          event this  Agreement is terminated all unused funds shall be remitted
          to the Buyer including interest at seven (7%) per cent per annum.

          NOW,  THEREFORE,  in  consideration  of the mutual promises  contained
          herein, ADOT and agree as follows:

          1.   Product Description

               (a)  Two large  scale  outdoor  flat  panel  displays  Units Size
                    REDACTED meters X REDACTED meters

               (b)  Employment  of ADOTs  Patents  pending or to be applied  for
                    held by ADOT related to flat panel displays.

               (c)  Levels of Achievement Required
                         Pixel Density:  minimum    REDACTED
                         Framing Rate:  minimum     REDACTED
                         Contrast Ratio:  minimum   REDACTED

          2.   Installation Per Unit Display.

               (a)  Delivery allowance                           $REDACTED

               (b)  Erection/site Preparation Allowance          $REDACTED

               (c)  Computer interface Allowance                 $REDACTED

               (d)  All sites are to have reasonable  access, at ground level or
                    not more than 30' of elevation.

          3.   Price.

               (a)  $885,000 for first Display unit "A"

               (b)  $875,000 for second Display unit "B"

               (a)  Phase  I - Draw  Unit A. A New  Mexico  based  partner  of a
                    mutually  acceptable  accounting firm will verify the serial
                    number of the designed board for REDACTED.
                         Said  verification  must  indicate  that said  board is
                    under construction. At this point ADOT shall receive payment
                    via  check,  wire,  or Letter of Credit  for  $65,000  to be
                    applied on the purchase of the first Display Unit.

               (b)  Phase II - Draw Unit A. Upon  verification  by a New  Mexico
                    based


                                       2
<PAGE>

                    partner of a mutually  acceptable  accounting  firm that the
                    Levels   of   Achievement    required   herein   have   been
                    demonstrated.  ADOT shall  receive  additional  payment  via
                    check,  wire, or Letter of Credit for $265,000 to be applied
                    on the purchase of the first Display Unit.

               (a)  Phase  I - Draw  Unit B. A New  Mexico  based  partner  of a
                    mutually  acceptable  accounting firm will verify the serial
                    number of the  designed  board for Wang.  Said  verification
                    must indicate that said board is under construction. At this
                    point ADOT shall receiver payment via check, wire, or Letter
                    of Credit for  $65,000 to be applied on the  purchase of the
                    first Display Unit.

               (b)  Phase II - Draw Unit B. Upon  verification  by a New  Mexico
                    based partner of a mutually acceptable  accounting firm that
                    the  Levels  of  Achievement   required   herein  have  been
                    demonstrated,  ADOT shall  receive  additional  payment  via
                    check or Letter of Credit for $REDACTED to be applied on the
                    purchased of the first Display Unit.

          4.   Payment Upon Completion of Unit A.

               (a)  Upon  delivery to the buyers  designated  installation  site
                    field testing of electronic display lighted circuitry,  ADOT
                    shall  receive  its final 30% payment via check or Letter of
                    Credit.

               Payment Upon Completion of Unit B.

               (a)  Upon delivery to the indicated installation site in REDACTED
                    and field testing of electronic  display  lighted  circuitry
                    ADOT shall receive additional payment via check or Letter of
                    Credit for $ REDACTED.

               (b)  The balance shall be payable as follows:  $100,000  within 5
                    business days after installation and testing is complete.

               (c)  $230,000 within 60 days thereafter.

               (a)  ADOT  shall pay the costs for up to two  representatives  of
                    Buyer to  travel  (including  lodging)  business  class,  to
                    ADOT's   assembly   factory  in  order  to  observe  testing
                    procedures in an outdoor venue of each board ordered herein.

               (b)  After  two  boards  have  been  successfully  delivered  and
                    installed,  ADOT shall have no further obligation to pay for
                    travel costs of


                                       3
<PAGE>

                    representatives of Buyer.

          5.   Delivery Times.

               (a)  ADOT shall be required  to deliver  the  initial  flat panel
                    display,  Unit A, no later than  October  15, 2001 or at the
                    time that ADOT has commenced  limited or full  production of
                    flat panel displays, whichever shall occur first.

               (b)  ADOT  shall be  required  to deliver  the second  flat panel
                    display, Unit B, no later than March 1, 2002.

          6.   Territory Provision.  ADOT agrees that it shall not sell directly
               or allow the indirect  sale of any large scale outdoor flat panel
               display(s)  to any other third party  customer/user,  licensee or
               agent located within  REDACTED miles of any location where a unit
               is located or to be located.  This Agreement to restrict shall be
               valid for two years after  completion of  installation by ADOT of
               the initial display for Wang.

          7.   Product Testing.  Upon  notification by ADOT to of the completion
               of the  initial  assembly  and testing of the Product by or under
               the direction of ADOT, any Acceptance  Test shall be performed at
               a mutually designated location in the presence of representatives
               of Wang. If the Acceptance Test is successfully  completed,  will
               complete the agreed upon payment schedule. If the Acceptance Test
               is not successfully completed, ADOT shall use its best efforts to
               make the necessary  corrections to the Product within thirty days
               of  receipt  of  notice  of  nonacceptance,  at  which  time  the
               Acceptance Test shall again be conducted. The Acceptance Test may
               be  repeated  until  it is  successfully  completed  as  provided
               herein.

          8.   Obligations  of ADOT under  this  Agreement  during  Construction
               Period.

               (a)  Progress  Reports  and  Meetings.  During  the  construction
                    period at such  times  and in such  manner or format as Wang
                    shall reasonably request,  ADOT shall submit to Wang reports
                    summarizing  ADOT's  progress  on  the  construction  of the
                    Panel.

               (b)  Maintenance.  During  the  development  period,  ADOT  shall
                    provide,  at expense, up to two (2) liaison persons and such
                    training  and  instruction  as is  reasonably  necessary  to
                    provide  with  sufficient  technical  understanding  of  the
                    Product and its operation and use.


                                       4
<PAGE>

          9.   Representations Warranties and Covenants of ADOT.

               (a)  ADOT represents, warrants and covenants as follows:

                    (i)   It is duly  organized,  validly  existing  as a Nevada
                          corporation  and  has  full  legal  right,  power  and
                          authority  to enter  into,  execute  and  perform  its
                          obligations under this Agreement which constitutes the
                          legal,   valid   and   binding   obligation   of  ADOT
                          enforceable in accordance with its terms.

                    (ii)  It is the sole  owner or  otherwise  has all rights to
                          the   patents,   patent   applications,    trademarks,
                          technology  and know-how which are the subjects of the
                          Agreement  and  such  rights  are not  subject  to any
                          encumbrance  lien or claim of  ownership  by any third
                          party.

                    (iii) All  the   patents,   patent   applications   and  the
                          trademarks  which are the subject of the Agreement are
                          valid and enforceable in all material respects.

                    (iv)  ADOT is aware of no fact  which puts in  question  the
                          validity  or  enforceability  of any  of the  patents,
                          patent  applications  or the  trademarks,  nor does or
                          will  the  use of the  patents,  patent  applications,
                          trademarks,  technology or know-how  infringe upon the
                          patents,  trademarks or proprietary property of anyone
                          else.

          10.  Technical  Services of ADOT. During the term of this Agreement up
               to at Buyers  expense,  ADOT  agrees to provide  such  reasonable
               technical  assistance  including  training,   testing,   specific
               consultations, and other technological support services as may be
               reasonably  required by Buyer to enable  Buyer to use the display
               in a productive  manner.  Thereafter Wang and ADOT may agree from
               time to time to continue to have ADOT  provide for such  services
               to assist Wang to refine and/or improve the Product; however ADOT
               shall not be under  the  obligation  to do so.  If the  foregoing
               requires any travel or in  incurring  of any other  out-of-pocket
               expenses  for  travel,  lodging or similar  expenses,  or, (as is
               applicable)  shall  reimburse  ADOT for such expenses  reasonably
               incurred and previously approved in writing by REDACTED.

          11.  Definition  of  Improvements.  For purposes of the  Agreement the
               term  "Improvements"  shall  mean all  modifications,  revisions,
               upgrades, new


                                       5
<PAGE>

               technology,  new models,  or other  improvements  to the Product,
               know-how or technology which are  incorporated  into or relate to
               the Product or any part thereof,  or the commercial  applications
               presently  utilizing  the  Product,  as  well  as all  processes,
               machines, manufactures or composition of matter which ADOT or any
               affiliate  may  conceive,  develop,  acquire or otherwise  obtain
               rights to during the term of this  Agreement  which relate to the
               Product  or any  of its  parts  or  the  commercial  applications
               presently utilizing such Product.

          12.  Confidentiality.

               (a)  Agreement  not to  Disclose.  The parties  hereby agree that
                    they will not publish,  disclose to any third party  (except
                    to their  own  employees  or  technical  consultants  to the
                    extent necessary to permit them to perform their obligations
                    hereunder), or otherwise use for their own benefit a copy of
                    this Agreement or any technical or confidential information,
                    know-how or other proprietary information of the other party
                    heretofore  or hereafter  disclosed to them pursuant to this
                    Agreement  without the prior written  approval of such other
                    party.   The  parties   shall  not  disclose  any  technical
                    information,  know-how or other  proprietary  information of
                    the other  party to any of their  employees  or  consultants
                    pursuant  hereto unless such employees or  consultants  have
                    entered into a non-disclosure  Agreement satisfactory to the
                    other party.  No customer or distributor  shall be furnished
                    with any technical or confidential information,  know-how or
                    other proprietary information of ADOT, unless and until such
                    customer or  distributor  has agreed in writing to deep such
                    information  confidential.  The  provisions  of the  Section
                    shall not apply to information  which (i) was at the time of
                    disclosure to the other party a part of the public domain by
                    publication  or  otherwise  (ii) was  already  properly  and
                    lawfully in the possession of the other party at the time it
                    was received (iii) was lawfully  received by the other party
                    without  restriction  from a third party or (iv) is required
                    by law to be  disclosed  (but  only  to the  extent  of such
                    required  disclosure).  The  provisions of the Section shall
                    survive any expiration or termination of the Agreement.

               (b)  Equitable Relief.  The parties hereto  acknowledge and agree
                    that any  breach of the terms of this  Section  would  cause
                    irreparable  harm to the  injured  party and agree  that the
                    injured  party  shall be  entitled,  in addition to whatever
                    remedies shall be available at law, to injunctive  relief or
                    other equitable remedies with respect to any


                                       6
<PAGE>

                    such breach.

          13.  Assignability.  This Agreement  shall not be assignable by either
               party  except  that  ADOT  shall  have  the  right at any time to
               assign,  in connection  with its merger or  consolidation  or the
               sale of substantially  all of its assets utilized in the business
               to which  this  Agreement  relates,  any or all of the rights and
               interest herein  granted,  without the necessity of obtaining the
               consent of the other party to the surviving or purchasing  entity
               who  shall  expressly  assume  and  agree to  perform  all of the
               obligations of said party pursuant hereto.

          14.  Relationship  of  Parties.   It  is  expressly  agreed  that  the
               relationship  hereby  established is solely that of  manufacturer
               and consumer.  It being understood that Wang is acting for it own
               account and that it has no  authority  to make,  assume or create
               any  representation,  warranty,  Agreement,  guarantee,  claim or
               settlement  on behalf of ADOT with  respect  to the  Products  or
               otherwise.

          15.  Force Majeure. Neither party shall be responsible for any failure
               to comply with the terms of the Agreement due to force majeure or
               acts of God,  including,  but not limited to, fire, storm, flood,
               earthquake,  explosion,  accident, acts of the public enemy, war,
               riot, rebellion,  insurrection,  sabotage, epidemic,  quarantine,
               restrictions, labor disputes,  transportation embargoes, failures
               or delays in transportation  or the mails,  failures or delays of
               suppliers  or  subcontractors,  acts of any  government,  whether
               national,  state,  local,  foreign  or  otherwise,  or any agency
               thereof, or judicial action.

          16.  Notices.  Any notice  required or permitted to be given hereunder
               shall be in writing and shall be deemed to be properly given when
               sent by registered or certified mail,  return receipt,  requested
               addressed as follows:

               If to

               Advanced Optics Electronics, Inc.
               8301 Washington NE   Suite 5
               Albuquerque, NM   87113
               Attn:  L. Robins

               If to

               Wang REDACTED


                                       7
<PAGE>

          17.  Governing Law. This Agreement shall be governed by, and construed
               in  accordance   with,   the  laws  of  each  State  where  final
               installation is to be completed.

          18.  Waivers;  Amendments. No waiver of any rights hereunder by either
               party shall  operate as a waiver of any other  rights,  or of the
               same  right  with  respect  to any  subsequent  occasion  for its
               exercise,  or of any right to damages.  No waiver by either party
               of any breach of this  Agreement  shall be held to  constitute  a
               waiver of any other breach or a continuation  of the same breach.
               All remedies  provided by this  Agreement  are in addition to all
               other remedies provided by law. This Agreement may not be amended
               except by a writing signed by each of the parties hereto.

          19.  Successors and Assigns.  This Agreement shall be binding upon and
               shall  inure  to the  benefit  of the  permitted  successors  and
               assigns of the parties hereto.

          20.  Severability.  If  any  condition  of  the  Agreement  should  be
               determined  to be  unenforceable  or illegal,  it shall be deemed
               severable from the other  provisions  hereof,  which shall remain
               valid and enforceable.  In the event that the relative  benefits,
               habilities,  and  obligations of either party to the Agreement as
               compared  to those of the other  party  hereto are  significantly
               increased   or  reduced  by  the  action  of  any   judicial   or
               administrative   authority   the  parties  agree  to  enter  into
               immediate  good faith  negotiations  to amend this Agreement in a
               manner which will  fulfill the original  intention of the parties
               in a legal manner.  This Agreement shall remain in full force and
               effect  during the  course of such  negotiations  and  thereafter
               until validly amended.

          21.  Counterparts. This Agreement may may be executed in three or more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument.

          22.  Prior  Understandings.  This  Agreement  represents  the complete
               Agreement  of  the  parties  with  respect  to  the  transactions
               contemplated  hereby  and  supersedes  all prior  Agreements  and
               understandings.


                                       8
<PAGE>

          23.  Headings.  Headings in this  Agreement are included for reference
               only  and  shall  have  no  effect  upon  the   construction   or
               interpretation of any part of the Agreement.

          24.  Arbitration.  Any disagreements  arising out of the provisions of
               the Agreement  will be decided by  arbitration  in New York City,
               New  York,  in   accordance   with  the  Rules  of  the  American
               Arbitration  Association.  Each party will appoint an arbitrator,
               and the two thus  selected will  designate a third.  If either of
               the parties  fails to appoint its  arbitrator  within  sixty (60)
               days after receipt of notice of the appointment, by the other, of
               its arbitrator,  or if the  arbitrators  fail to appoint a third,
               then the American Arbitration Association will have the power, on
               the request of either party, to make the appointments  which have
               not been made as contemplated above. The arbitration will be held
               as promptly as possible at such time and place as the arbitrators
               may  determine.  The decision of the majority of the  arbitrators
               will be final  and  binding  upon  the  parties  hereto,  and the
               expense of the arbitration will be shared equally by the parties.
               Judgment  upon the  award  may be  entered  in any  court  having
               jurisdiction,  or  application  may be made to such  court  for a
               judicial  acceptance of the award and an order of  endorsement as
               the case may be.

     IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
their  respective  officers  thereunto  duly  authorized  and have caused  their
respective corporate seals to be affixed hereto as the date first above written.


         (Corporate Seal)                     Advanced Optics Electronics, Inc.
                                                   A Nevada corporation

                                              By: /S/ LESLIE S. ROBINS
                                                  ----------------------------
                                              Title: Executive Vice-President



         (Corporate Seal)                     Wang REDACTED


                                              By: /S/ ILLEGIBLE
                                                  ----------------------------
                                              Title: President


                                       9