STOCK-FOR-STOCK AGREEMENT

     REORGANIZATION  AGREEMENT  between  Advanced  Optics  Electronics,  Inc., a
Nevada  corporation  (hereinafter  referred  to  as  `Advanced  Optics'),  and a
majority  shareholders  of PLZTech,  Inc., a Colorado  corporation  (hereinafter
referred to as "PLZTech').

     For the  Acquisition  by Advanced  Optics of all the  outstanding  stock of
PLZTech, in exchange for stock of Advanced Optics.

     AGREEMENT,  dated  as of this 6th DAY of  November  1996  between  Advanced
Optics  and a  majority  of all  of the  Shareholders  of  PLZTech  (hereinafter
referred to as the "PLZTech Shareholders").

     WHEREAS,  all of  PLZTech's  Shareholders  own  8,768,842  shares of common
stock,  $.001 par value per share, of PLZTech,  and which constitutes all of the
outstanding  common  stock of  PLZTech,  for a total  of  8,768,842  issued  and
outstanding shares of common stock of PLZTech.

     WHEREAS,  the PLZTech  Shareholders  signing  below own and have a right to
sell,  transfer,  and  exchange  all of their shares for the purchase of capital
stock of PLZTech  .Advanced  Optics hereby offers 4,500,000 shares of its common
stock to the PLZTech  Shareholders  for all of the  outstanding  common stock of
PLZTech. The undersigned PLZTech Shareholder wishes to make said exchange.

     WHEREAS,  the parties hereto intend that the securities  exchange described
herein between  Advanced Optics and the Shareholders of PLZTech will be tax free
in accordance with the provisions of Section 368(a)(1XB) of the Internal Revenue
Code.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter  set forth,  the parties hereto have agreed and by these presents do
hereby agree as follows:

1.   Exchange of Securities. Subject to the terms and conditions hereinafter set
     forth,  at the time of the  dosing  referred  to in  Section 6 hereof  (the
     `Closing  Date"),  Advanced  Optics will issue and deliver,  or cause to be
     issued and  delivered to the PLZTech  Shareholders,  in exchange for all of
     the issued  and  outstanding  shares of  PLZTech,  4,500,000  shares of its
     common stock.  The shares of Advanced Optics will be allocated as set forth
     in Schedule I, attached hereto. The shares of PLZTech  Shareholders will be
     exchanged for shares in Advanced Optics on a .5131 for one basis.

2.   Representations and Warranties by PLZTech and PLZTech Shareholders. PLZTech
     represents  and  warrants to Advanced  Optics and the  undersigned  PLZTech
     shareholder  represents  only to the best of his/her  knowledge to Advanced
     Optics,  all of which  representations  and warranties shall be true at the
     time of  closing,  and shall  survive  the  closing for a period of six (6)
     months  from  the  date  of  dosing,   except  as  to  the  warranties  and
     representations set forth in subsection (i) herein, which shall survive for
     a period of three (3) years from the date of  closing,  and those set forth
     in  subsection  (I)  herein,  which  shall  survive for a period of six (6)
     month-s  from the date of  closing,  or from  the  date  when the  accounts
     receivable may become due and payable, whichever shall occur later, that:

     (a)  PLZTech is a corporation  duly  organized and validly  existing and in
          good  standing  under  the laws of the State of  Colorado  and has the
          corporate  powers to own its property and carry on its business as and
          where it is now being conducted. Copies of the


                                       1
<PAGE>

          Certificate of  Incorporation  and the By-Laws of PLZTech,  which have
          heretofore been furnished by PLZTech  Shareholders to Advanced Optics,
          are true and correct copies of said Certificate of  Incorporation  and
          By-Laws including all amendments to the date hereof.

     (b)  The authorized  capital stock of PLZTech consists of 50,000,000 shares
          of common stock,  $.001 par value ("Common Stock of PLZTech") of which
          8,768.842 shares have been validly issued and are now outstanding.

     (c)  PLZTech  Shareholders  have  full  power to  exchange  the  shares  to
          purchase the capital  stock of Advanced  Optic on behalf of themselves
          upon the terms  provided for in this  Agreement,  and said shares have
          been  duly and  validly  issued  and are free and clear of any lien or
          other encumbrance.

     (d)  From the date hereof,  and until the date of closing,  no dividends or
          distributions  of  capital,  surplus,  or  profits  shall  be  paid or
          declared  by  PLZTech in  redemption  of their  outstanding  shares or
          otherwise,  and except as described herein no additional  shares shall
          be issued by said corporations.

     (e)  Since the date  hereof,  PLZTech  has not  engaged in any  transaction
          other than  transactions  in the normal  course of the  operations  of
          their business,  except as specifically  authorized by Advanced Optics
          in writing.

     (f)  PLZTech is not involved in any pending or threatened  litigation which
          would materially affect its financial  condition disclosed to Advanced
          Optics in writing.

     (g)  PLZTech has and will have on the  Closing  Date,  good and  marketable
          title to all of its property and assets shown on Schedule II, attached
          hereto,  free  and  clear  of any and all  lines  or  encumbrances  or
          restrictions,  except as shown on  Schedule  II,  attached  hereto and
          except for taxes and  assessments  due and  payable  after the Closing
          Date and easements or minor  restrictions with respect to its property
          which do not materially affect the present use of such property.

     (h)
          (1)  The inventories of PLZTech as reflected in Schedule II, furnished
               by PLZTech Shareholders to Advanced Optics prior to the execution
               hereof, are valued at book value.

          (2)  The  inventory of PLZTech  listed on the schedule  referred to in
               (i) (1)  above is  hereinafter  collectively  referred  to as the
               "Inventory." The Inventory is in good and usable condition.

     (i)  As of the date hereof,  there are no accounts receivable of PLZTech of
          a material  nature,  except for those account  receivable set forth in
          Schedule II, attached hereto.

     (j)  PLZTech does not now have,  nor will it have on the Closing Date,  any
          long term contracts  ("long-term" being defined as more than one year)
          except those set forth in Schedule II attached hereto.

     (k)  PLZTech  does not now have,  nor will it have on the Closing  Date any
          pension plan,


                                       2
<PAGE>


          profit-sharing  plan, or stock  purchase plan for any of its employees
          except  those set forth in Schedule  II,  attached  hereto and certain
          options to proposed executive officers.

     (1)  PLZTech does not now have,  nor will it have on the Closing Date,  any
          known liabilities or contingent liabilities other than those disclosed
          in their financial  statements  dated June 30, 1995 attached hereto as
          Schedule  III  except  in  the  ordinary  course  of  business  or  in
          connection with its proposed private offering.

3.   Representations   and  Warranties  by  Advanced   Optics.   Advance  Optics
     represents  and  warrants  to  the  PLZTech  Shareholders,   all  of  which
     representations  and warranties  shall be true at the time of closing,  and
     shall  survive  the closing for a period of six (6) months form the date of
     closing, as follows:

     (a)  Advanced Optics is a corporation  duly organized and validly  existing
          and in good standing under the laws of the State of Nevada and has the
          corporate power to own its properties and carry on its business as now
          being  conducted  and  has  authorized  capital  stock  consisting  of
          25,000,000 shares of common stock, $.001 par value per share, of which
          there are 500,000 shares presently outstanding.

     (b)  Advanced  Optics has the  corporate  power to execute and perform this
          Agreement,  and to  deliver  the stock  required  to be  delivered  to
          PLZTech Shareholders hereunder.

     (c)  The execution and delivery of this Agreement,  and the issuance of the
          stock required to be delivered  hereunder have been duly authorized by
          all  necessary  corporate  actions,  and  neither  the  execution  nor
          delivery of this  Agreement,  nor the  issuance of the stock,  nor the
          performance, observance or compliance with the terms and provisions of
          this  Agreement  will  violate any  provision of law, any order of any
          court or other  governmental  agency, the Certificate of Incorporation
          or By-Laws of Advanced  Optics or any  indenture,  Agreement  or other
          instrument to which Advanced  Optics is a party,  or by which Advanced
          Optics is bound, or by which any of its property is bound.

     (d)  The shares of Common  Stock of Advanced  Optics  deliverable  pursuant
          hereto will on delivery in accordance with the terms,  hereof, be duly
          authorized, validly issued, and fully paid, and non-assessable.

4.   Conditions  to the  Obligations  of Advanced  Optics.  The  obligations  of
     Advanced Optics hereunder shall be subject to the conditions that:

     (a)  Advanced  Optics  shall  not have  discovered  any  material  error or
          misstatement  in any  of the  representations  and  warranties  by the
          PLZTech  Shareholders herein, and all the terms and conditions of this
          Agreement to be performed and complied with shall have been  performed
          and complied with.

     (b)  There  shall  have  been  no  substantial   adverse   changes  in  the
          conditions,  financial, business otherwise of PLZTech from the date of
          this  Agreement,  and until the date of  closing,  except for  changes
          resulting  from those  operations in the usual and ordinary  course of
          business,  and between  such dates the business and assets for PLZTech
          shall not have been materially adversely affected as the result of any
          fire, exploding,


                                       3
<PAGE>

          earthquake,  flood, accident, strike, lockout, combination of workmen,
          taking over of any such assets by any governmental authorities,  riot,
          activities of armed forces, or acts of God or of the public enemies.

     (c)  Advanced Optics shall upon request and at the time of closing, receive
          an  opinion  of  counsel  to the  effect  that:  (1)  PLZTech  is duly
          organized and validly existing under the laws of the state of Colorado
          and has the power and authority to own its  properties and to carry on
          its  respective  business  wherever  the  same  shall be  located  and
          operated as of the Closing Date:  and (2) this Agreement has been duly
          approved, executed and delivered by a majority of PLZTech Shareholders
          and constitutes a legal,  valid and binding  obligation of the PLZTech
          Shareholders enforceable in accordance with its terms.

     (d)  PLZTech  does not now have,  nor will it have on the date of  closing,
          any known or unknown liabilities or contingent liabilities,  except as
          specifically set forth on Schedule II, attached hereto.

     (e)  Counsel for Advanced Optics, Max C. Tanner,  Esquire, shall provide an
          opinion to be delivered  at the Closing  Date to the effect that:  (1)
          Advanced Optics is a Nevada corporation,  validly existing and in good
          standing  with respect to its  corporate  charter;  (2) that  Advanced
          Optics is not under  investigation  by the SEC,  the NASD or any state
          securities  commission;   (3)  that  there  are  no  known  securities
          violations;  (4) all shares issued by Advance Optics have been validly
          issued in accordance  with Nevada or Federal law, are fully paid,  are
          non-assessable  and  are  fully  tradeable;   and  (5)  there  are  no
          outstanding options, rights, warrants,  conversion privileges or other
          agreements which would require issuance of additional shares.

5.   Conditions to the Obligations of PLZTech  Shareholders.  The obligations of
     the PLZTech hereunder are subject to the conditions that:

     (a)  PLZTech  Shareholders  shall not have discovered any material error or
          misstatement  in any of the  representations  and  warranties  made by
          Advanced  Optics  herein  and all the  terms  and  conditions  of this
          Agreement to be performed  and complied with by Optics shall have been
          performed and complied with.

     (b)  The PLZTech  Shareholders shall upon request,  at the time of closing,
          received an opinion of counsel to the effect that: (1) Advanced Optics
          is a corporation duly organized and validly existing under the laws of
          the  State  of  Nevada,  and has the  power  to own  and  operate  its
          properties  wherever the same shall be located as of the Closing Date;
          (2) the  execution,  delivery  and  performance  of this  Agreement by
          Advanced  Optics has been duly  authorized by all necessary  corporate
          action  and  constitutes  a legal,  valid and  binding  obligation  of
          Advanced  Optics,  enforceable in accordance  with its terms;  (3) the
          securities  to be  delivered to PLZTech  Stockholders  pursuant to the
          terms of this  Agreement  has been validly  issued,  is fully paid and
          non-assessable;   and  (4)  the  exchange  of  the  securities  herein
          contemplated does not required the registration of the Advanced Optics
          securities  pursuant to any Federal  law  dealing  with the  issuance,
          sale, transfer, and/or exchange of corporate securities.

6.   Closing Date.  The closing shall take place on or before October 21, 1996 ,
     or as soon  thereafter


                                       4
<PAGE>

     as is practicable,  at the Law Offices of Max C. Tanner, 2950 East Flamingo
     Road, Suite G, Las Vegas,  Nevada 89121, or as such other time and place as
     the parties hereto shall agree upon.

7.   Actions  at the  Closing.  At the  closing,  Advanced  Optics  and  PLZTech
     shareholders will each deliver,  or cause to be delivered to the other, the
     securities to be exchanged in accordance  with Section I of this  Agreement
     and each party shall pay any and all Federal and State taxes required to be
     paid in  connection  with  the  issuance  and the  delivery  of  their  own
     securities.  All  stock  certificates  shall be in the name of the party to
     which the same are deliverable.

8.   Conduct of Business,  Board of Directors,  etc. Between the date hereof and
     the Closing  Date,  PLZTech will conduct its business in the same manner in
     which it has heretofore  been conducted and the PLZTech  Shareholders  will
     not permit PLZTech to: (1) enter into any contract, etc., other than in the
     ordinary  course of business;  (2) declare or make any  distribution of any
     kind to the  stockholders  of PLZTech  without first  obtaining the written
     consent of Advance Optics.

     Upon  closing,  the old  officers  and members of the board of directors of
     Advanced Optics will tender their resignations and a new Board of Directors
     will be elected by the shareholders of Advanced Optics, which shall consist
     of the following individuals.

                 Michael J. Pete
                 Leslie S. Robins
                 Francisco Urrea, Jr.

     Upon  election  for the  above  Board  of  Directors,  and  subject  to the
     authority  of the Board of  Directors  as  provided  by law and  By-Laws of
     Advanced  Optics,  the new officers of Advanced  Optics,  after the closing
     date of this Agreement shall be as follows:

                 Michael J. Pete          President and Treasurer
                 Leslie S. Robins         Chairman, C.E.O. and Secretary

9.   Access to the  Properties  and Books of PLZTech.  The PLZTech  Shareholders
     hereby   grant  to  Advanced   Optics,   through   their  duly   authorized
     representatives  and during normal  business  hours between the date hereof
     and the  Closing  Date,  the  right  of full  and  complete  access  to the
     properties  of PLZTech  and full  opportunity  to examine  their  books and
     records.

10.  Miscellaneous

     (a)  This  Agreement  shall  be  controlled,   construed  and  enforced  in
          accordance with the laws of the State of Nevada.

     (b)  Each of the Constituent  Corporations shall bear and pay all costs and
          expenses  incurred  by it or on its  behalf  in  connection  with  the
          consummation  of  this  Agreement,  including,  without  limiting  the
          generality   of  the   foregoing,   fees  and  expenses  of  financial
          consultants,  accountants  and counsel and the cost of any documentary
          stamps, sales and excise taxes which may be imposed upon or be payable
          in respect to the transaction.

     (c)  At  any  time  before  or  after  the  approval  and  adoption  by the
          respective stockholders of


                                       5
<PAGE>

          the  Constituent   Corporations,   if  required,  this  Reorganization
          Agreement  may  be  amended  or  supplemented  by  additional  written
          agreements,  as may be  determined  in the judgment of the  respective
          Boards of Directors of the  Constituent  Corporation  to be necessary,
          desirable or  expedient to further the purpose of this  Reorganization
          Agreement,  to clarify the  intention of the parties,  to add to or to
          modify  the  covenants,  terms  or  conditions  contained  herein,  or
          otherwise  to  effectuate  or  facilitate  the   consummation  of  the
          transaction  contemplated hereby. Any written agreement referred to in
          this paragraph  shall be validly and  sufficiently  authorized for the
          purposes  of this  Reorganization  Agreement  if  signed  on behalf of
          PLZTech by its President and Executive Vice-President and on behalf of
          Advanced  Optics  by its  Chairman  of the  Board or  Chief  Executive
          Officer.

     (d)  This  Reorganization  Agreement  may  be  executed  in any  number  of
          counterparts  and each  counterpart  hereof  shall be  deemed to be an
          original  instrument,   but  all  such  counterparts   together  shall
          constitute  but one  Reorganization  Agreement.  . (e) This  Agreement
          shall be  binding  upon and shall  inure to the  benefit of the heirs,
          executors,  administrators and assigns of the PLZTech Shareholders and
          upon the successors and assigns of Advanced Optics

     (f)  All notices,  requests,  instructions,  or other documents to be given
          hereunder shall be in writing and sent by registered mail:


     If to PLZTech
             shareholders, then:               120 Madeira Drive, N.E.
                                               Albuquerque, NM 87108


     If to Advanced Optics,
     then:                                2950 E. Flamingo Rd.
                                          Suite G, Las Vegas, NV 89121

     The  foregoing  Reorganization  Agreement,  having  been duly  approved  or
adopted by the Board of Directors, and duly approved or adopted by a majority of
the  stockholders of the  constituent  corporation,  as required,  in the manner
provided by the laws of the States of Nevada and  Colorado,  the Chairman of the
Board, the President and the Secretary of said  corporations,  and a majority of
the Shareholders of PLZTech do now execute this  Reorganization  Agreement under
the respective  seals of said  corporation by the authority of the directors and
stockholders  of each,  as required,  as the act,  deed and agreement of each of
said corporations.  This Stock-For-Stock  Agreement may be signed in two or more
counterparts.



ADVANCED OPTICS ELECTRONICS,                    PLZTECH, INC.


By:      /s/ Ron Drake                         By:      /s/ Michael J. Pete
  -------------------------                      --------------------------
Ron Drake, President                           Michael J. Pete, President



                                       6
<PAGE>

                    Acknowledgment of Execution of Agreement
                                  By Officer of
                        Advanced Optics Electronics, Inc.

STATE OF NEVADA )
                                        )ss.
COUNTY OF CLARK )

     BE IT REMEMBERED  that on this 6th day of November,  1996,  personally came
before  me,  a Notary  Public  in and for  jurisdiction  aforesaid,  Ron  Drake,
President of Advanced Optics Electronics, Inc., a Nevada corporation, and one of
the  corporations  described in and which  executed the  foregoing  Agreement of
Reorganization,  known to me personally to be such, and he, the said, Ron Drake,
as such President,  duly executed said Agreement of Reorganization before me and
acknowledged  said Agreement of  Reorganization  are in the  handwriting of said
President of Advanced Optics Electronics, Inc..

     IN WITNESS WHEREOF,  I have hereunto set my hand and seal of office the day
     and year aforesaid.

          Notary Public State of Nevada
          COUNTY OF CLARK
          MAX C. TANNER
          My Appointment Expires                          /s/ Max C. Tanner
          September 10, 1999                      _____________________________
    No. 95-0719-1                                    Notary Public




                                       7
<PAGE>




                      Schedule I
                  PLZT STOCKHOLDERS
Name                                      PLZT         Adot
Chris Asimakopoulis                         12,500       6,414
Atlantic Advisory Board                    220,000     112,882
Ian Bailey                                 125,000      64,138
Rom Barnes                                   4,000       2,052
Roger Boggs                                 35,000      17,959
Dennis Chavez                               25,000      12,828
Victor Chavez                               62,500      32,069
M. S. Chen                                 235,766     120,972
John Cummings                               50,000      25,655
Irwin Friedman                              15,000       7,697
Garth Gobeli                               300,000     153,930
Julie Golden                                25,000      12,828
Ernie Fresquez                              25,000      12,828
Albert Goodman                              25,000      12,828
Groupo Nuevo LTD                         3,000,000   1,539,300
Kerry Hanes                                 16,000       8,210
Kanter & Everage P.A.                       35,000      17,959
ElectroOptic Technologies                  299,000     153,417
Michael Pete                                40,000      20,524
Hy roberts                                  25,000      12,828
Leslie Robins                            2,130,000   1,092,903
O&M Robins                                 210,000     107,751
M. Shulman                                 250,000     128,275
Slark Corp                                 364,076     186,807
Thomas Toor                                120,000      61,572
U. S. Venture                              125,000      64,138
Francisco Urrea Jr.                        882,500     452,811
Francisco Urrea III                        120,000      61,572





                                       8
<PAGE>







                                   Schedule II


                                  PLZTECH INC.

                                 List of Assets
                                 As of 12/31/95



                     Cash                                $ 4,499
                     Equipment (Net)                       6,003
                     Intangible Assets (Net)              82,053
                                                          ------

                     Total Assets                        $92,555




                                       9
<PAGE>



                                  Schedule III
                            Last Financial Statement
                                 As of 12/31/95
PLZTECH, INC.

BALANCE SHEET
December 31, 1995

ASSETS

Current Assets

         Cash                                        4,499
         Total Current Assets                        -----          $     4,499

Property and Equipment

         Equipment (Note A)                          9,500
         Accumulated Depreciation                   (3,497)
                                                     -----
         Total Property & Equipment                                       6,003

Other Assets

         Intangible Assets-Patents & Patents
         Pending (Note B)                           96,504
         Accumulated Depreciation                  (14,451)
                                                    ------
         Total Other Assets                                              82,053

TOTAL ASSETS                                                        $    92,555
                                                                         ------

LIABILITIES AND SHAREHOLDERS' EQUITY

Long-term Liabilities

         Legal Services Payable                     15,640
         Salaries Payable                           35,828
         Notes Payable (Note C)                     80,217
                                                    ------

TOTAL LIABILITIES                                                   $   131,685

SHAREHOLDERS' EQUITY

         Capital Stock                               6,000
         Paid In Capital                           369,425
         Deficit accumulated
         During development stage                 (414,555)
                                                   -------

TOTAL SHAREHOLDER' EQUITY                                           $   (39,130)
                                                                         ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $    92,555
                                                                         ------





                                       10
<PAGE>





                                  Schedule III

PLZTECH, INC.

STATEMENT OF INCOME AND STOCKHOLDERS' EQUITY
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995

                                                              Six Months Ended
                                                              December 31, 1996

     INCOME

              Income from Operations                              $      0
                                                                  --------

              Total Income                                        $      0

     EXPENSES

              Accounting Services                                      158
              Amortization Expense                                   7,207
              Auto Expense                                             681
              Engineering-Patents                                    3,500
              Insurance                                              3,870
              Office Supplies                                          238
              Postage                                                  537
              Printing                                                 490
              State Fees                                               455
              Telephone                                              6,851
              Travel                                                 2,826
              Wages - Patents                                       12,698
                                                                  --------

              Total - Expenses                                      39,511
                                                                  --------

     NET INCOME (LOSS)                                             (39,511)

     Shareholders' Equity at beginning of period                   (26,882)
     Common Stock Issued                                                 0
     Additional Paid - in Capital                                   27,263
                                                                  --------

     Shareholders' Equity at December 31, 1995                    $(39,130)
                                                                  --------







                                       11
<PAGE>





PLZTECH INC.
Notes to Financial Statements
For the Period Ended December 31, 1995




Note A - Equipment.  Equipment is carried at cost.
Depreciation of equipment is provided using the
straightline method for financial reporting purposes
At a rate based on an average estimated life of
seven years.

Equipment consists of the following:

Plain paper fax            #        00218
Chip grinding unit         #        00205
Copy machine-PC-7          #        00213
CVD Exhaust system         #        00207

Note B - Patents and Patents Pending. The Company's initial
patent was granted March 30, 1993 by the U.S. Patent Office.
Subsequent to the granting of the initial patent and claims,
the Company has performed additional research and development
and is in the process of obtaining an additional patent with
several claims expanding the initial technology.

Patent  #  5198920
Patent Pending  #  8298422

Note C - Notes payable. Notes payable are to shareholders.
The notes are all longterm. All notes carry an interest rate of
7.5%. The notes are due from November 1997 to November 1998.



                                       12