Exhibit 4.6


          THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON CONVERSION OF THIS NOTE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
     NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE
     SOLD,  OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE OF AN
     EFFECTIVE  REGISTRATION  STATEMENT  AS TO THIS  NOTE  UNDER  SAID ACT OR AN
     OPINION OF COUNSEL REASONABLY  SATISFACTORY TO ADVANCED OPTICS ELECTRONICS,
     INC., THAT SUCH REGISTRATION IS NOT REQUIRED.


                                CONVERTIBLE NOTE

     FOR VALUE RECEIVED, ADVANCED OPTICS ELECTRONICS, INC., a Nevada corporation
(hereinafter  called the  "Borrower"),  hereby  promises to pay to LAURUS MASTER
FUND, LTD., c/o Onshore Corporate Services Ltd., P.O. Box 1234 G.T.,  Queensgate
House, South Church Street, Grand Cayman, Cayman Islands, Fax: 345-949-9877 (the
"Holder") on order,  without demand,  the sum of Three Hundred  Thousand Dollars
($300,000),  with simple interest accruing at the annual rate of 8%, on November
__, 2003 (the "Maturity Date").

     The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

     1.1 Payment  Grace  Period.  The Borrower  shall have a three (3) day grace
period to pay any monetary amounts due under this Note, after which grace period
a default  interest rate of eighteen  percent (18%) per annum shall apply to the
amounts owed hereunder.

     1.2 Conversion  Privileges.  The Conversion Privileges set forth in Article
II shall  remain in full force and effect  immediately  from the date hereof and
until the Note is paid in full.

     1.3  Interest  Rate.  Subject to the  Holder's  right to convert,  interest
payable on this Note shall  accrue at the annual rate of eight  percent (8%) and
be payable in arrears commencing December 31, 2001 and quarterly thereafter, and
on the Maturity Date, accelerated or otherwise, when the principal and remaining
accrued but unpaid  interest  shall be due and  payable,  or sooner as described
below.


<PAGE>

                                   ARTICLE II

                                CONVERSION RIGHTS

     The  Holder  shall  have the right to  convert  the  principal  amount  and
interest due under this Note into Shares of the  Borrower's  Common Stock as set
forth below.

     2.1. Conversion into the Borrower's Common Stock.

     (a) The Holder  shall have the right  from and after the  issuance  of this
Note  and  then at any time  until  this  Note is fully  paid,  to  convert  any
outstanding  and unpaid  principal  portion of this  Note,  and at the  Holder's
election,  the interest  accrued on the Note, (the date of giving of such notice
of  conversion  being a  "Conversion  Date")  into fully paid and  nonassessable
shares of common  stock of Borrower as such stock exists on the date of issuance
of this Note,  or any shares of capital  stock of Borrower into which such stock
shall  hereafter  be  changed  or  reclassified  (the  "Common  Stock")  at  the
conversion price as defined in Section 2.1(b) hereof (the  "Conversion  Price"),
determined  as  provided  herein.  Upon  delivery  to the Company of a Notice of
Conversion  as  described  in  Section 8 of the  Securities  Purchase  Agreement
entered  into  between  the Company  and  certain  persons  who are  signatories
thereto,  including Holder,  relating to this Note (the "Purchase Agreement") of
the Holder's written request for conversion, Borrower shall issue and deliver to
the Holder within three  business days from the  Conversion  Date that number of
shares of Common Stock for the portion of the Note converted in accordance  with
the foregoing.  At the election of the Holder,  the Company will deliver accrued
but unpaid  interest on the Note  through the  Conversion  Date  directly to the
Holder on or before the Delivery  Date (as defined in the  Purchase  Agreement).
The number of shares of Common Stock to be issued upon each  conversion  of this
Note shall be  determined  by dividing that portion of the principal of the Note
to be converted and interest, if any, by the Conversion Price.

     (b)  Subject to  adjustment  as  provided  in Section  2.1(c)  hereof,  the
Conversion  Price per share shall be the lower of (i) seventy five percent (75%)
of the average of the three  lowest  closing bid prices for the Common  Stock on
the NASD OTC Bulletin  Board,  NASDAQ  SmallCap  Market,  NASDAQ National Market
System,  American Stock Exchange,  or New York Stock Exchange  (whichever of the
foregoing is at the time the principal trading exchange or market for the Common
Stock, the "Principal  Market"),  or if not then trading on a Principal  Market,
such other  principal  market or  exchange  where the Common  Stock is listed or
traded,  for the thirty (30) trading days prior to but not including the Closing
Date (as defined in the Purchase  Agreement) in connection  with which this Note
is issued ("Maximum Base Price"); or (ii) eighty percent (80%) of the average of
the three  lowest  closing  bid  prices for the  Common  Stock on the  Principal
Market,  or on any securities  exchange or other securities  market on which the
Common  Stock is then being  listed or traded,  for the ninety (90) trading days
prior to but not including the Conversion Date.

     (c) The Maximum Base Price described in Section  2.1(b)(i) above and number
and kind of shares or other  securities to be issued upon conversion  determined
pursuant to Section 2.1(a) and 2.1(b),  shall be subject to adjustment from time
to time upon the happening of certain events while this conversion right remains
outstanding, as follows:


<PAGE>

          A.  Merger,  Sale of Assets,  etc.  If the  Borrower at any time shall
consolidate  with or merge into or sell or convey all or  substantially  all its
assets to any other  corporation,  this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right to  purchase  such  number  and kind of  shares  or other  securities  and
property  as would  have been  issuable  or  distributable  on  account  of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

          B.  Reclassification,  etc.  If the  Borrower  at any time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number of  securities  of any class or classes,  this Note, as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be  deemed  to  evidence  the  right to  purchase  an  adjusted  number  of such
securities  and kind of  securities as would have been issuable as the result of
such  change  with  respect  to the  Common  Stock  immediately  prior  to  such
reclassification or other change.

          C. Stock Splits,  Combinations and Dividends.  If the shares of Common
Stock are  subdivided or combined into a greater or smaller  number of shares of
Common  Stock,  or if a dividend is paid on the Common Stock in shares of Common
Stock,  the  Conversion  Price  shall  be  proportionately  reduced  in  case of
subdivision of shares or stock dividend or proportionately increased in the case
of combination of shares,  in each such case by the ratio which the total number
of shares of Common Stock outstanding  immediately after such event bears to the
total number of shares of Common  Stock  outstanding  immediately  prior to such
event.

          D. Share Issuance.  Subject to the provisions of this Section,  if the
Borrower  at any time  shall  issue  any  shares of  Common  Stock  prior to the
conversion of the entire  principal  amount of the Note  (otherwise than as: (i)
provided in Sections 2.1(c)A, 2.1(c)B or 2.1(c)C or this subparagraph D; or (ii)
pursuant to options, warrants, or other obligations to issue shares, outstanding
on the date  hereof  as set forth in the  Schedules  to the  Purchase  Agreement
(which agreement is incorporated herein by this reference); ((i) and (ii) above,
are  hereinafter  referred  to  as  the  "Existing  Option  Obligations")  for a
consideration less than the Conversion Price that would be in effect at the time
of such issue,  then,  and  thereafter  successively  upon each such issue,  the
Conversion Price shall be reduced as follows: (i) the number of shares of Common
Stock  outstanding  immediately  prior to such issue shall be  multiplied by the
Conversion  Price in effect at the time of such issue and the  product  shall be
added to the aggregate consideration, if any, received by the Borrower upon such
issue of additional  shares of Common Stock;  and (ii) the sum so obtained shall
be divided by the number of shares of Common Stock outstanding immediately after
such issue.  The  resulting  quotient  shall be the adjusted  conversion  price.
Except for the Existing Option  Obligations and options that may be issued under
any employee  incentive  stock  option  and/or any  qualified  stock option plan
adopted by the Borrower,  for purposes of this  adjustment,  the issuance of any
security of the Borrower carrying the right to convert such security into shares
of Common  Stock or of any  warrant,  right or option to purchase  Common  Stock
shall  result in an  adjustment  to the  Conversion  Price upon the  issuance of
shares of Common Stock upon exercise of such conversion or purchase rights.

     (d) During the period the  conversion  right exists,  Borrower will reserve
from its authorized and unissued  Common Stock a sufficient  number of shares to
provide for the issuance of Common Stock upon the full  conversion of this Note.
Borrower  represents  that upon  issuance,  such shares will be duly and validly
issued,

<PAGE>

fully paid and  non-assessable.  Borrower  agrees that its issuance of this Note
shall constitute full authority to its officers, agents, and transfer agents who
are charged with the duty of executing and issuing stock certificates to execute
and issue the  necessary  certificates  for  shares  of  Common  Stock  upon the
conversion of this Note.

          2.2 Method of Conversion.  This Note may be converted by the Holder in
whole  or in part  as  described  in  Section  2.1(a)  hereof  and the  Purchase
Agreement.  Upon partial conversion of this Note, a new Note containing the same
date and provisions of this Note shall, at the request of the Holder,  be issued
by the  Borrower  to the  Holder  for the  principal  balance  of this  Note and
interest which shall not have been converted or paid.


                                   ARTICLE III

                                EVENT OF DEFAULT

          The  occurrence of any of the following  events of default  ("Event of
Default") shall, at the option of the Holder hereof,  make all sums of principal
and  interest  then  remaining  unpaid  hereon  and all  other  amounts  payable
hereunder  immediately  due and  payable,  all without  demand,  presentment  or
notice, or grace period, all of which hereby are expressly waived, except as set
forth below:

          3.1 Failure to Pay  Principal or Interest.  The Borrower  fails to pay
any installment of principal or interest hereon or on any other  promissory note
issued pursuant to the Purchase  Agreement,  when due and such failure continues
for a period of five (5) days after the due date.

          3.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of this Note in any material respect and such breach, if
subject to cure,  continues for a period of seven (7) days after written  notice
to the Borrower from the Holder.

          3.3  Breach  of   Representations   and   Warranties.   Any   material
representation  or  warranty  of the  Borrower  made  herein,  in  the  Purchase
Agreement,  or in any  agreement,  statement  or  certificate  given in  writing
pursuant hereto or in connection therewith shall be false or misleading.

          3.4 Receiver or Trustee. The Borrower shall make an assignment for the
benefit of creditors,  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such
a receiver or trustee shall otherwise be appointed.

          3.5 Judgments. Any money judgment, writ or similar final process shall
be entered or filed against  Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of forty-five (45) days.

          3.6 Bankruptcy. Bankruptcy, insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Borrower.

          3.7 Delisting. Delisting of the Common Stock from the Principal Market
or such  other  principal  exchange  on which the  Common  Stock is  listed  for
trading;  Borrower's  failure to comply  with the  conditions  for  listing;  or
notification that the Borrower is not in compliance with the conditions for such
continued listing.


<PAGE>

          3.8 Concession.  A concession by the Borrower, after applicable notice
and cure periods,  under any one or more  obligations  in an aggregate  monetary
amount in excess of $50,000.

          3.9 Stop Trade.  An SEC stop trade order or Principal  Market  trading
suspension.

          3.10 Failure to Deliver Common Stock or Replacement  Note.  Borrower's
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required by this Note and Section 8 of the Purchase Agreement,  or if required a
replacement Note.

          3.11 Registration Default. The occurrence of a Non-Registration  Event
as described in Section 9.4 of the Purchase Agreement.

                                   ARTICLE IV

                                  MISCELLANEOUS

          4.1 Failure or Indulgence Not Waiver.  No failure or delay on the part
of Holder  hereof in the  exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other  right,  power or  privilege.  All  rights  and  remedies  existing
hereunder  are  cumulative  to, and not  exclusive  of,  any rights or  remedies
otherwise available.

          4.2 Notices. Any notice herein required or permitted to be given shall
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the party  notified,  (b) when sent by  confirmed  telex or facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c) five days after  having been sent by  registered  or  certified  mail,
return receipt requested,  postage prepaid,  or (d) one day after deposit with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written  verification  of  receipt.  All  communications  shall  be  sent to the
Borrower  at the  address  as set forth on the  signature  page to the  Purchase
Agreement  executed in  connection  herewith  and to a Holder at the address set
forth on the signature  page to the Purchase  Agreement for such Holder,  with a
copy,  in the case of a Holder to Daniel M.  Laifer,  Esq. 135 West 50th Street,
Suite 1700, New York, New York 10020,  facsimile  number (212)  541-4434,  or at
such other address as the Borrower or a Holder may designate by ten days advance
written  notice to the other parties  hereto.  A Notice of  Conversion  shall be
deemed given when made to the Company pursuant to the Purchase Agreement.

          4.3 Amendment Provision. The term "Note" and all reference thereto, as
used  throughout  this  instrument,  shall mean this  instrument  as  originally
executed,  or  if  later  amended  or  supplemented,   then  as  so  amended  or
supplemented.


<PAGE>

          4.4  Assignability.  This Note shall be binding  upon the Borrower and
its successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder.

          4.5 Cost of  Collection.  If  default  is made in the  payment of this
Note,  Borrower  shall pay the Holder  hereof  reasonable  costs of  collection,
including reasonable attorneys' fees.

          4.6  Governing  Law.  This Note shall be governed by and  construed in
accordance with the laws of the State of New York,  without regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York.  Both  parties and the  individual  signing this Note on behalf of the
Borrower  agree to submit to the  jurisdiction  of such courts.  The  prevailing
party  shall  be  entitled  to  recover  from the  other  party  its  reasonable
attorney's  fees and  costs.  In the event  that any  provision  of this Note is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any such provision which may prove invalid or  unenforceable  under any law
shall not affect the validity or unenforceability of any other provision of this
Note.

          4.7 Maximum  Payments.  Nothing  contained  herein  shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

          4.8 Prepayment.  This Note may not be paid (in whole or in part) prior
to the Maturity Date without the consent of the Holder.

          4.9  Security  Interest.  The  holder of this Note has been  granted a
security  interest in common  stock of the  Company  more fully  described  in a
Security Agreement.

          4.10  Construction.  Each party  acknowledges  that its legal  counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction  that  ambiguities are to be resolved  against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN WITNESS WHEREOF,  Borrower has caused this Note to be signed in its name
by its Chief Executive Officer on this ___ day of November, 2001.

                                              ADVANCED OPTICS ELECTRONICS, INC.


                                              By:_______________________________




WITNESS:



_______________________________







                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


     The  undersigned  hereby elects to convert  $_________ of the principal and
$_________  of  the  interest  due  on  the  Note  issued  by  ADVANCED   OPTICS
ELECTRONICS,  INC. on November  __, 2001 into Shares of Common Stock of ADVANCED
OPTICS ELECTRONICS,  INC. (the "Company")  according to the conditions set forth
in such Note, as of the date written below.



Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________