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                                                                   EXHIBIT 10.17


                              EMPLOYMENT AGREEMENT

This is an agreement, effective June 28, 1999, between Advanced Optics
Electronics, Inc., a Nevada Corporation, (the "Company"), and John J. Cousins,
an individual residing at 10016 Bryan Ct. NW, Albuquerque New Mexico, (the
"Employee").

Background

The Company desires the services of the Employee to contribute to and advance
the competitive and financial positions of the Company by innovation and
directed efforts. The Employee in the course of such employment is expected to
have access to trade secrets, customer names, actual and proposed developments
and projects, financial and pricing information, and to other matters, including
sales procedures and techniques, whose secrecy the Company desires to preserve.
The Company is in a highly competitive business and could be irremediably
damaged by disclosures of its trade secrets, developments, techniques, methods,
names of customers or prospective customers, sales methods, pricing procedures,
and other aspects of is business.

In consideration of the mutual undertakings relating to the employment of the
Employee, the parties have agreed as follows:

(1)      "Employment" means the period during which the Company employs the
         Employee. The initial period of this contract will be two years from
         the date of this Agreement. There shall be a one-year renewal option.
         The renewal option must be executed 60 days before the end of the
         initial period.

(2)      "Compensation" means the base salary on an annual basis. This salary
         will be paid weekly. Compensation shall be $60,000 net of State and
         Federal taxes for the first year, $75,000 net of State and Federal
         Taxes for the second year, and $94,000 net of State and Federal taxes
         for the option year.

(3)      "Stock Award" means the initial award of common stock in the Company to
         the Employee due upon the signing of this Agreement. The Stock Award
         shall be 150,000 shares.

(4)      "Medical Allowance" means the monthly payment to contribute to health
         insurance. This shall be paid monthly. The Medical Allowance shall be
         $200 per month for the first year, $250 per month for the second year,
         and $300 per month for the option year.

(5)      "Termination" means the last day of employment of the Employee by the
         Company. It is anticipated that Termination will be at the end of the
         initial term or option period under this Agreement. If however, it is
         deemed beneficial for either party to terminate the contract earlier,
         Termination will comply with the following terms: if the Company
         initiates Termination the balance of Compensation, Medical Allowance,
         and Stock option vesting (which is detailed


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         under a separate agreement) shall be due and payable; if the Employee
         initiates Termination the pro rated amount of Stock Award shall be
         returned to the Company. The pro rated amount will be calculated as the
         150,000 shares multiplied by the amount of time in Employment divided
         by the two-year initial term.

(6)      "Vacation" means the amount of vacation time available to the Employee.
         There will be three weeks of vacation time available in the first year
         and four weeks available in the second year and option year. No more
         than two weeks vacation will ever be taken concurrently. Vacation will
         not be taken at critical times in the business schedule and dates are
         subject to prior approval.

(7)      The Employee agrees to use his best efforts to promote and advance the
         financial, technical, and competitive positions of the Company
         throughout the Employment and thereafter to the extent provided herein.

(8)      The Employee agrees that he will during the Employment, and for a
         period of two years subsequent to Termination, maintain in secrecy all
         information acquired by the Employee during the Employment concerning
         finances, business procedures, names and lists of customers and
         prospective customers, sales letters, proposals, trade secrets, and
         innovations relating to the Company or any of its customers or
         suppliers, or other matters of a confidential nature or which are
         designated by a representative of the Company to be among those matters
         to be regarded as confidential.

(9)      The Employee acknowledges that the relationships between the Company
         and its customers and suppliers, and prospective customers and
         suppliers, are confidential, whither or not evidenced by a written
         instrument, and that the Company is under certain obligations to
         refrain from making use of or revealing information gained from its
         customers or suppliers, or resulting from work done for its customers,
         and the Employee agrees to and hereby does adopt all such obligations
         of the Company as his own and agrees to personally abide by all such
         obligations of the Company.

(10)     The Employee acknowledges that he has no power to bind the Company and
         agrees not to attempt to bind the Company to any obligation not
         authorized in writing by the Company.

(11)     The Employee agrees, upon Termination, to deliver to the Company all
         property of the Company including all originals and copies of documents
         and photographs, models, prototypes, tools, supplies and all other
         property of the Company of every kind. The Employee agrees that all
         documents relating to the Company, whither or not originated by the
         Employee, are the property of the Company.

(12)     The Employee acknowledges that during Employment he can reasonably
         expect to acquire information which if applied to a competitive
         endeavor would be



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         harmful to the Company. Accordingly, the Employee agrees that for a
         period of one year subsequent to Termination, he will not engage in any
         activities directly competitive to that activities or business interest
         of the Company or advise or be employed by any company or other entity
         engaged in the design, manufacture or sale of products or services of
         the kinds performed, made or sold by the Company during the Employment.
         This prohibition of competitive activity is limited to the geographical
         areas in which the Company shall have done business during the
         Employment and those areas which, at the time of Termination, the
         Company has specific genuine intention to do business. The competitive
         restriction is further limited to those activities which the Company
         reasonably deems to be financially harmful to its interests.

(13)     The Employee warrants that he is under no obligation to any other
         entity that would in any way conflict with any obligation of the
         Employee hereunder. The Employee further warrants that he will not
         disclose to the Company any information with respect to which the
         Employee is under any obligation of confidentiality.

(14)     This Agreement shall be construed and enforced in accordance with the
         laws of the state of New Mexico.

(15)     The Agreement supersedes and replaces all former agreements or
         understandings with respect to the subject matter hereof.

(16)     If any provision hereof is determined to be invalid or unenforceable,
         the remainder of this Agreement shall be unaffected thereby and shall
         be enforceable against either party.

(17)     This Agreement shall inure to the benefit of any successor, assignee or
         nominee of the Company as fully as if it had been an original party
         hereto.



Advanced Optics Electronics, Inc.

By: /s/ LESLIE S. ROBINS
   ------------------------------------

Title:  Executive Vice President

Date:  June 24, 2000



Employee: /s/ JOHN J. COUSINS
         ------------------------------

Date:  June 24, 2000



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