PURCHASE AGREEMENT

     This  Agreement made and entered into as of October 22, 1998 by and between
Advanced Optics  Electronics,  Inc., a Nevada  corporation  having its principal
place of business at 8301 Washington  Street  Northeast,  Albuquerque,  NM 87113
("ADOT") as Seller and Wang REDACTED,  a Hong Kong corporation  having its North
American office Wang REDACTED, as buyer.

     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 Patent Number 5198920 and United
States Patent Pending Number 8298422, therefore it is agreed:

     A.   That ADOT will utilize its REDACTED

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

          Advanced  Optics  Electronics,  Inc.  shall  provide  a  high  density
          electro-optic  light valve array with minimized  electrode line widths
          and  maximized   light   transmission   capabilities   and  provide  a
          manufacturing  process capable of producing  electro-optic light valve
          arrays with densities of up to REDACTED pixels per square inch.

     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 one hundred and fifty feet by
          employing  the  above  referenced  developments  by ADOT  to  minimize
          operating  voltages  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.


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<PAGE>

     E.   In the event that any part of this  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 Wang agree as follows:

     1.   Product Description

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

          (b)  Employment  of ADOT's  Patented  Spatial  Light  Modulator  (SLM)
               optical light valve and all other Patents  pending or 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)  $ REDACTED for first Display unit "A"

          (b)  $ REDACTED or second Display unit "B"

     4.   Verification Unit A.

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

          (b)  Phase II - Draw Unit A. 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


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<PAGE>

               receive  additional  payment  via check or Letter of Credit for $
               REDACTED to be applied on the purchase of the first Display Unit.

     5.   Verification Unit B.

          (a)  Phase I - Draw Unit B. A New Mexico  based  partner of a mutually
               acceptable  accounting  firm will verify the serial number of the
               designated board for Wang. Said  verification  must indicate that
               said  board is  under  construction.  At this  point  ADOT  shall
               receive  payment  via check or Letter of Credit for $ REDACTED 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.

     6.   Payment Upon Completion of Unit A.

          (a)  Upon  delivery  to the  designated  installation  site 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:
               $ REDACTED within 5 business days after  installation and testing
               is complete.

          (c)  $ REDACTED within 60 days thereafter.

     7.   Payment Upon Completion of Unit B.

          (a)  Upon  delivery  to the  designated  installation  site 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:
               $ REDACTED within 5 business days after  installation and testing
               is complete.

          (c)  $ REDACTED within 60 days thereafter

     8.   Buyer Inspection Units A and B.

          (a)  ADOT shall pay the costs for up to two representatives of Wang to
               travel  (including  lodging)  business  class, to ADOT's assembly


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<PAGE>

               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
               representatives of Wang.

     9.   Delivery Times.

          (a)  ADOT shall be required to deliver the initial flat panel display,
               Unit A, no later than August 31,  1999,  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 February 15, 2000.

     10.  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 of either location  identified  herein of Wang
          wherein  said display will be to promote  directly or  indirectly  any
          retail  product which is sold or displayed by Wang.  This Agreement to
          restrict shall be valid for two years after completion of installation
          by ADOT of the  initial  display for Wang and is offered by ADOT as an
          inducement to Wang.

     11.  Product Testing.  Upon  notification by ADOT to Wang 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,  Wang 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 Wang's notice of nonacceptance,  at which time the Acceptance Tests
          shall again be conducted. The Acceptance Test may be repeated until it
          is successfully completed as provided herein.

     12.  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.


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<PAGE>

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

     13.  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 this Agreement and such
                     rights are not subject to any encumbrance, lien or claim of
                     ownership by any third party.

               (iii) All of the patents,  patent applications and the trademarks
                     which  are the  subject  of this  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.

               (v)  To the best of ADOT's knowledge no third party is engaged in
                    any activity which would  constitute a  misappropriation  of
                    any of the subject matter of this Agreement.

     14.  Technical  Services of ADOT.  During the term of this  Agreement up to
          Wang's  Acceptance  at Wang's  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 Wang to enable  Wang to use the  display in a
          productive manner.

     15.  Definition of  Improvements.  For purposes of this  Agreement the term
          "Improvements" shall mean all modifications,  revisions, upgrades, new
          technology, new models, or other improvements to the Product, know-how
          or


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<PAGE>

          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,   manufacturers  or
          composition  of  matter  which  ADOT of 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. ADOT further
          agrees that:

                    1.   The flat panel displays will include a REDACTED

                    2.   REDACTED.

                    3.   REDACTED.

                    4.   REDACTED.

                    5.   REDACTED.

                    6.   REDACTED.

                    7.   REDACTED.

                    8.   REDACTED.

     16.  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 or Wang and
               until such customer or distributor  has agreed in writing to keep
               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


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               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 extnet of such  required
               disclosure).  The  provisions  of the Section  shall  survive any
               expiration or termination of this 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 such breach.

     17.  Assignability. This Agreement shall no be assignable by either Wang or
          ADOT,  except  that each of Wang and 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.

     18.  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.

     19.  Force Majeure.  Neither party shall be responsible  for any failure to
          comply with the terms of this  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.

     20.  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 ADOT:

                                Advanced Optics Electronics, Inc.
                                8301 Washington Street NE
                                Albuquerque, NM  87113


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<PAGE>


               If to Wang:

                                REDACTED

     21.  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.

     22.  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 the
          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.

     23.  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.

     24.  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,  liabilities 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.

     25.  Counterparts.  This  Agreement  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.

     26.  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.


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

     28.  Arbitration.  Any  disAgreements  arising out of the provisions of the
          Agreement  will be decided 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.  Judgement 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
                                               ------------------------
                                           Name:  Leslie S. Robins
                                           Title: Executive Vice President



(Corporate Seal)                           Wang REDACTED



                                           By: /s/ A. N. Wang
                                              -------------------------
                                           Name:  A. N. Wang
                                           Title: President


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