Exhibit 10.22

                               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 Family  Trust LTD., a Hong Kong  corporation  having
its North American office Wang Tr, c/o Leggat Baldwin  Keesmaat,  20 Hughson St.
South, Hamilton, Ontario, Canada, L8N 3P6, 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  proprietary  semiconductor  processing
          technology  to maximize  pixel density and reduce  activation  voltage
          increasing light transmission  (brightness) through a reduction in the
          surface area of the PLZT  material  required for the  non-transmissive
          electrodes.  Advanced  Optics  Electronics,  Inc.  will provide a high
          density  electro-optic  light valve array which has reduced  operating
          voltage,  enhanced  speed of  operation,  minimum  cross-talk  between
          pixels,   and   high   brightness.   Additionally,   Advanced   Optics
          Electronics,  Inc.  will  provide a  manufacturing  process for a high
          density   electro-optic  light  valve  array  using  modified  silicon
          semiconductor  photolithography,  etching,  and thin  film  deposition
          technology and equipment.

          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
          liquid crystal 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 1.5 million 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

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          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.

     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 13 ft high
               X 36 Ft. wide.

          (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 40 Framing
               Rate: minimum 2,000 Contrast Ratio: minimum 200

     2.   Installation Per Unit Display.

          (a)  Delivery allowance                                      $4,500
          (b)  Erection/site Preparation Allowance                     $16,250
          (c)  Computer interface Allowance                            $12,500
          (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)  $825,000 for second Display unit "B"

4.   Verification Unit A.
     --------------------

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          (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 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 $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
               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
               $265,000 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 $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
               $265,000  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
               $165,000.

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

          (c)  $290,000 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
               $165,000.

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          (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

     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
               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 50 miles 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


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          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.

          (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.

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     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 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 spatial  light
                         modulating   semiconductor   device,   which   will  be
                         line-addressed  and of compact size. More particularly,
                         the display should include a  line-addressable  spatial
                         light  modulator,   wherein  a  detectable   metallized
                         membrane  defining a deformable mirror is mounted above
                         a semiconductor  substrate in spaced  relationship with
                         respect thereto.

                    2.   The membrane in the modulator  will have a matrix array
                         of  floating  conductive  field  plates  disposed on an
                         insulating  layer  covering the  substrate to define an
                         array of air gap capacitor cells  addressable by an x-y
                         matrix array of field effect address transistors formed
                         in the substrate with the degree of membrane deflection
                         of each air gap capacitor cell being dependent upon the
                         corresponding field effect address transistor.

                    3.   The  application  for such a solid state  spatial light
                         modulator is in  combination  with a large  matrix-area
                         charge coupled device light imager for use in obtaining
                         real-time,   two-dimentional  optical  transforms.  The
                         solid state  spatial  light  modulator  will  include a
                         membrane  modulator  on the  backside of a large matrix
                         area charge coupled device (CCD) light imager.  In this
                         type of light modulator, an electronic charge


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                         should be input into the front side of the CCD  imager,
                         with the entire frame being subsequently transferred to
                         the backside membrane  modulator  structure through the
                         semiconductor  substrate of thinned  silicon  material.
                         Thinning and subsequent  additional backside processing
                         should provide the support for the membrane  modulator,
                         while  flatness and the  front-side  CCD  operation are
                         maintained. The membrane will be applied to the silicon
                         substrate and the subsequent electrical bonding to both
                         the CCD and the  membrane.  This  type of  solid  state
                         light   modulator   involves   device   processing  and
                         patterning   on  both   sides   of  the   semiconductor
                         substrate.

                    4.   Membrane-type   light   modulators   should  produce  a
                         photo-induced charge in the depletion region of the air
                         gap  capacitor  associated  with  the  portion  of  the
                         metallized  membrane  through which  residual  light is
                         transmitted. There will be an increase in the thickness
                         of the  metal  layer  of the  membrane  to  render  the
                         membrane more opaque to incident  light.  The thickened
                         metal  layer  of the  membrane  structure  reduces  the
                         deflection response of the membrane, thereby increasing
                         the required  operation  voltages to a desirable degree
                         for affecting a desired membrane  deflection  response.
                         The Spatial Light  Modulators  will employ a deformable
                         membrane  structure  as a  component  thereof  when the
                         collapse  voltage of the membrane is exceeded.  In this
                         instance,  the membrane  collapses into engagement with
                         the gate oxide surface of the  semiconductor  substrate
                         when the  voltage  applied  to the  membrane  exceeds a
                         predetermined   magnitude,  and  the  membrane  remains
                         bonded to the gate oxide  surface even after removal of
                         the voltage applied to the membrane.

                    5.   The spatial light modulator which is of a compact small
                         size and is line-addressed  via a CCD delay line signal
                         input,   wherein  a  metallized   membrane  defining  a
                         deformable mirror disposed in spaced  relationship with
                         respect   to   a   semiconductor   substrate   of   one
                         conductivity  type  cooperates with an x-y matrix array
                         of floating  conductive  metallic  field plate  members
                         disposed on an insulating layer covering the substrate.
                         Together,  the  metallized  membrane  and the  metallic
                         field  plate  members   define  an  array  of  air  gap

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                         capacitor  cells  addressable  by field effect  address
                         transistors formed in the semiconductor  substrate in a
                         line-by-line addressing scheme.

                    6.   The  metallized  membrane  comprises  at least one thin
                         metal layer  presenting a light  reflective  surface to
                         incident  light  mounted  on  a  flexible  non-metallic
                         carrier  layer of organic  polymeric  material  such as
                         nitrocellulose.  The  array  of  field  effect  address
                         transistors  should  be  formed  in  the  semiconductor
                         substrate in a number of different  configurations  but
                         generally  includes  respective  drain  regions  of the
                         other  conductivity  type  or  opposite  to that of the
                         semiconductor  substrate and common to all of the field
                         effect address transistors  arranged in a single column
                         of  the  x-y  matrix  array  of  address   transistors.
                         Additionally,  a second doped region should be disposed
                         in   the   semiconductor    substrate   and   extending
                         substantially  beneath a respective  column of floating
                         metallic field plates. An upstanding grid of conductive
                         polycrystalline   semiconductor   material,   such   as
                         polysilicon, is disposed on the insulating layer of the
                         semiconductor  substrate  extending  upwardly therefrom
                         and  overlaying  the  respective  drain  regions of the
                         other  conductivity   type.  The  metallized   membrane
                         structure is mounted upon suitable  contacts applied to
                         the upstanding grid of polysilicon material so as to be
                         disposed  in space  relationship  with  respect  to the
                         individual  floating  metallic field plates in defining
                         one plate of each cell included in the array of air gap
                         capacitor  cells.  Light  incident  upon  the  membrane
                         structure is essentially  reflected by a surface of the
                         metal layer thereof.  The individual  floating metallic
                         field plates form the other plate of the respective air
                         gap  capacitor  cells and are opaque to light such that
                         any light leakage  transmitted  through the  metallized
                         membrane  is  prevented  from  depleting  charge in the
                         active  regions  of the array of filed  effect  address
                         transistors.

                    7.   The  membrane  structure is subjected to a bias voltage
                         of a  predetermined  magnitude,  while  the  individual
                         floating  metallic  field plates  derive a signal input
                         for each  column or row thereof  from a  charge-coupled
                         device  delay line  which  addresses  the field  effect
                         address  transistors  on line at a time.  A decoder  is

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                         connected to the plurality of air gap  capacitor  cells
                         included in a row of columns of the matrix  array,  the
                         decoder  being  operable  to select one line of the air
                         gap capacitor cell at a single time for readout.

                         Variations in the configuration of the x-y matrix array
                         of  field  effect  address  transistors   included  and
                         embodiment wherein the second doped region of the other
                         conductivity  type  extends  fully  between  the common
                         drain  regions of the other  conductivity  type and the
                         channel stop region of the same one  conductivity  type
                         and  the   channel   stop   region   of  the  same  one
                         conductivity  type  as  the  substrate,  thereby  being
                         disp9osed  beneath the floating  metallic  field plates
                         and   partially   beneath   the   upstanding   grid  of
                         polysilicon material.  Another embodiment also included
                         will be a self-aligned  high energy implant of a dopant
                         material  of the  other  conductivity  type in the area
                         between adjacent sections of the upstanding polysilicon
                         grid  structures  so as to produce an  implanted  doped
                         region of the other  conductivity  type  having a first
                         portion  of  increased  depth  below  the  subsequently
                         deposited  matrix  array  of  floating  metallic  field
                         plates and a shallow  peripheral portion extending into
                         engagement  with the  channel  stop  region  and to the
                         boundary of the upstanding  polysilicon  grid structure
                         in spaced  relationship  to the drain  region.  Another
                         embodiment  employs a buried drain regions of the other
                         conductivity type which are implanted to a depth within
                         the  semiconductor  substrate below the surface thereof
                         on which the insulating  layer is disposed.  The second
                         doped region of the other  conductivity type underlying
                         the matrix  array of  floating  metallic  filed  plates
                         should   extend   partially   beneath  the   upstanding
                         polysilicon  grid  structure  in  the  area  proximally
                         related to the buried drain region,  but is spaced from
                         the channel stop region  disposed on the opposite  side
                         thereof.

                         The  light   valve   technology   will  have  the  same
                         technology  as the active matrix  twisted  pneumatic LC
                         technologies    for   direct    view   and    camcorder
                         applications.  Because  the  electro-optical  effect is
                         polarization  rotation,   this  technology  requires  a
                         polarizer  and an  analyzer.  The  addressing  mode  is
                         electrical and requires a switching device  (non-Linear

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                         element) for each individual pixel in order to obtain a
                         high  contrast  for a high  information  content  light
                         valve.  This  switching  device will be a  two-terminal
                         device  (MIM,PIN-diode,  or TFD-R) or a  three-terminal
                         device   (this  film   transistor,   TFT).   Thin  film
                         transistors made in hydrogenated  amorphous  silicon on
                         glass  or in high  temperature  polysilicon  on  quartz
                         should be used.  Thin Film Diode + Reset )TFD-R) active
                         matrix  LC  light  valves  have a thin  film  diode  as
                         switching  device and a four - voltage  level row drive
                         scheme  (also called  reset drive  scheme).  The active
                         plate  requires  only  three  mask  steps  and  the TFD
                         occupies only 1 percent of the pixel area, resulting in
                         a large  aperture  ratio.  The light valves will have a
                         two-terminal  switches with a non-uniform  transmission
                         of the  light  valve due to the  spread of the  forward
                         voltage of the switch.  The special driving schemes for
                         the TFD-R and the D2R two-terminal  switch technologies
                         eliminate this non-uniformity.  The light valve for 256
                         gray  scales and a  contrast  ratio in excess of 200:1,
                         The  electron  field-effect  mobility  of  a-Si  is low
                         (0.2-1cm2/V  s).  Because  the  hold  mobility  is even
                         lower,  alla-Si8  thin film  transistors  are n-channel
                         type   common   structure   for  the  a-Si   thin  film
                         transistors in the  inverse-staggered  structure.  This
                         technology requires eight mask steps and crossovers.  A
                         forward  staggered  (or  top  gate)  structure  is also
                         possible in a-Si TFT technology.  High temperature (HT)
                         (600-1000(Degree)Company)p-Si   thin  film  transistors
                         will be fabricated on PLZT substrates. High temperature
                         p-Si TFT's  have a  self-aligned  structure  and a high
                         field-effect  mobility.  Integrated  HT  p-Si  row  and
                         column drivers are possible  because of this high field
                         effect mobility.  The contrast ratio of the light valve
                         will be  based on a  projection  lens  that can  accept
                         light  rays  within a  certain  solid  angle  from each
                         pixel.

                    8.   The overall  transmission  will have a T light valve of
                         10.5  percent for an active  matrix light valve with an
                         aperture ration of 35 percent.

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


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          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  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,

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     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


          If to Wang:

                           Wang Family Tr. LTD
                           20 Hughson Street South
                           Hamilton, Ontario
                           Canada   L8N 3P6

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


                                       12
<PAGE>

     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.

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


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<PAGE>


                                               By:  /s/ Leslie S. Robins
                                               Name: Leslie S. Robins
                                               Title:  Executive Vice President




(Corporate Seal)                                Wang Trust, LTD (Hong Kong)



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


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