Exhibit 4.9


          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 THE KESHET FUND
L.P., a New York limited  partnership,  135 West 50th  Street,  Suite 1700,  New
York, NY 10020, Fax:  212-541-4434 (the "Holder") on order,  without demand, the
sum of Two Hundred Thousand Dollars ($200,000), with simple interest accruing at
the annual rate of 8%, on August 30, 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  September 30, 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.



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<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:



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<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,


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<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


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<PAGE>

conditions for listing;  or notification  that the Borrower is not in compliance
with the conditions for such continued listing.

     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.

     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.



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<PAGE>

     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]


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<PAGE>


     IN WITNESS WHEREOF,  Borrower has caused this Note to be signed in its name
by its Chief Executive Officer on this 30th day of August, 2001.

                                          ADVANCED OPTICS ELECTRONICS, INC.


                                          By:________________________________




WITNESS:



____________________________





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<PAGE>

                              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 August 30,  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:________________________________________________________________________

        ________________________________________________________________________



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