Exhibit 4.7


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


                    Right to Purchase 300,000 Shares of Common Stock of Advanced
             Optics Electronics, Inc. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2001-2                                        Issue Date:  November __, 2001

     ADVANCED OPTICS ELECTRONICS,  INC., a corporation  organized under the laws
of the  State of  Nevada  (the  "Company"),  hereby  certifies  that,  for value
received,  LAURUS  MASTER FUND,  LTD., or assigns (the  "Holder"),  is entitled,
subject to the terms set forth  below,  to purchase  from the  Company  from and
after the Issue Date of this Warrant and at any time or from time to time before
5:00  p.m.,  New York  time,  through  five  (5)  years  after  such  date  (the
"Expiration Date"), up to 300,000 fully paid and nonassessable  shares of Common
Stock (as hereinafter defined),  $.001 par value per share, of the Company, at a
purchase price of (i) $____ per share (such purchase price per share as adjusted
from time to time as herein  provided  is  referred  to herein as the  "Purchase
Price").  The  number  and  character  of such  shares of  Common  Stock and the
Purchase Price are subject to adjustment as provided herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include Advanced Optics Electronics,  Inc. and
any corporation which shall succeed or assume the obligations of Advanced Optics
Electronics, Inc. hereunder.

     (b) The term "Common Stock" includes (a) the Company's Common Stock,  $.001
par  value per  share,  as  authorized  on the date of the  Securities  Purchase
Agreement  referred to in Section 9 hereof,  (b) any other  capital stock of any
class or classes  (however  designated)  of the Company,  authorized on or after
such date, the holders of which shall have the right,  without  limitation as to
amount,  either to all or to a share of the  balance  of current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies,  be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening of such a contingency)  and (c) any other securities into which or for
which  any of the  securities  described  in (a)  or  (b)  may be  converted  or
exchanged pursuant to a plan of recapitalization,  reorganization,  merger, sale
of assets or otherwise.

     (c) The term  "Other  Securities"  refers to any stock  (other  than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

     1. Exercise of Warrant.

<PAGE>

     1.1.  Number  of Shares  Issuable  upon  Exercise.  From and after the date
hereof  through and including the  Expiration  Date,  the holder hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance with  subsection 1.3, shares of Common Stock of the Company,  subject
to adjustment pursuant to Section 4.

     1.2.  Full  Exercise.  This  Warrant may be exercised in full by the holder
hereof  by  delivery  of an  original  or fax copy of the  form of  subscription
attached as Exhibit A hereto  (the  "Subscription  Form") duly  executed by such
Holder,  to the Company at its principal  office or at the office of its warrant
agent (as provided hereinafter), accompanied by payment, in cash, wire transfer,
or by certified or official bank check  payable to the order of the Company,  in
the amount  obtained  by  multiplying  the number of shares of Common  Stock for
which this Warrant is then  exercisable  by the Purchase  Price (as  hereinafter
defined) then in effect.

     1.3. Partial Exercise. This Warrant may be exercised in part (but not for a
fractional  share) by  surrender  of this Warrant in the manner and at the place
provided in subsection  1.2 except that the amount payable by the holder on such
partial  exercise shall be the amount  obtained by multiplying (a) the number of
shares of Common Stock designated by the holder in the Subscription  Form by (b)
the Purchase Price then in effect. On any such partial exercise, the Company, at
its expense, will forthwith issue and deliver to or upon the order of the holder
hereof a new Warrant of like tenor,  in the name of the holder hereof or as such
holder  (upon  payment  by such  holder of any  applicable  transfer  taxes) may
request,  the number of shares of Common  Stock for which such Warrant may still
be exercised.

     1.4. Fair Market Value.  Fair Market Value of a share of Common Stock as of
a particular date (the "Determination Date") shall mean the Fair Market Value of
a share of the Company's  Common  Stock.  Fair Market Value of a share of Common
Stock as of a Determination Date shall mean:

          (a) If the  Company's  Common  Stock is  traded on an  exchange  or is
quoted  on the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ") National Market System or the NASDAQ SmallCap Market, then
the closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

          (b) If the  Company's  Common Stock is not traded on an exchange or on
the NASDAQ National Market System or the NASDAQ SmallCap Market but is traded on
the NASD OTC Bulletin  Board,  then the mean of the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.

          (c) Except as provided in clause (d) below,  if the  Company's  Common
Stock is not publicly traded, then as the Holder and the Company agree or in the
absence of agreement by arbitration  in accordance  with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons  qualified  by  education  and  training  to pass on the
matter to be decided.

          (d)  If  the  Determination   Date  is  the  date  of  a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus all other  amounts to be
payable  per share in  respect  of the  Common  Stock in  liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

     1.5. Company Acknowledgment.  The Company will, at the time of the exercise
of the Warrant, upon the request of the holder hereof acknowledge in writing its
continuing  obligation  to afford to such holder any rights to which such holder
shall  continue  to be  entitled  after such  exercise  in  accordance  with the
provisions of this  Warrant.  If the holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such holder any such rights.

     1.6. Trustee for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the holders of the Warrants pursuant to
Subsection  3.2, such bank or trust company shall

<PAGE>

have all the powers and duties of a warrant agent (as hereinafter described) and
shall accept,  in its own name for the account of the Company or such  successor
person as may be entitled thereto,  all amounts otherwise payable to the Company
or such successor,  as the case may be, on exercise of this Warrant  pursuant to
this Section 1.

     2.1 Delivery of Stock  Certificates,  etc. on Exercise.  The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the holder  hereof as the record  owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered  and  payment  made  for  such  shares  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within 7 days  thereafter,  the  Company at its  expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable Securities Laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share,  together  with any  other  stock  or other  securities  and
property  (including  cash,  where  applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

     2.2. Cashless Exercise.

          (a) Payment may be made either in (i) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Purchase Price,  (ii) by delivery of Warrants,  Common Stock and/or Common Stock
receivable  upon exercise of the Warrants in accordance  with Section (b) below,
or (iii) by a  combination  of any of the foregoing  methods,  for the number of
Common Shares  specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this  Warrant) and the holder shall  thereupon be
entitled to receive the number of duly  authorized,  validly issued,  fully-paid
and  non-assessable  shares of Common Stock (or Other Securities)  determined as
provided herein.

          (b) Notwithstanding any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Purchase Price (at
the date of calculation as set forth below),  in lieu of exercising this Warrant
for cash,  upon consent of the Company,  the holder may elect to receive  shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being  cancelled)  by surrender of this Warrant at the  principal  office of the
Company together with the properly endorsed Subscription Form in which event the
Company  shall issue to the holder a number of shares of Common  Stock  computed
using the following formula:

                X=Y (A-B)

                A

          Where X=  the number of shares of Common Stock to be issued to the
                    holder

                Y=  the number of shares of Common Stock  purchasable  under the
                    Warrant or, if only a portion of the Warrant is being
                    exercised,  the portion of the Warrant  being  exercised (at
                    the date of such calculation)

                A=  the Fair Market Value of one share of the Company's  Common
                    Stock (at the date of such calculation)

                B=  Purchase Price (as adjusted to the date of such calculation)

     3. Adjustment for Reorganization, Consolidation, Merger, etc.

          3.1. Reorganization,  Consolidation,  Merger, etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the

<PAGE>

dissolution  of the  Company,  then,  in each such case,  as a condition  to the
consummation of such a transaction,  proper and adequate provision shall be made
by the Company  whereby the holder of this  Warrant,  on the exercise  hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such  dissolution,  as the case
may be,  shall  receive,  in lieu of the  Common  Stock  (or  Other  Securities)
issuable on such exercise prior to such consummation or such effective date, the
stock and other  securities and property  (including  cash) to which such holder
would have been  entitled  upon such  consummation  or in  connection  with such
dissolution,  as the case may be, if such holder had so exercised  this Warrant,
immediately  prior  thereto,  all subject to further  adjustment  thereafter  as
provided in Section 4.

          3.2.  Dissolution.  In the  event of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable)  receivable by the holders of the Warrants  after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office in New York,  NY, as trustee for the holder or holders of
the Warrants.

                  3.3.   Continuation   of  Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the  transaction  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by the  holders of the  Warrants  be  delivered  to the
Trustee as contemplated by Section 3.2.

          3.4. Share Issuance. Except for the Excepted Issuances as described in
Section 10 of the Purchase Agreement, if the Company at any time shall issue any
shares of Common  Stock prior to the  complete  exercise  of this  Warrant for a
consideration  less than the Purchase  Price that would be in effect at the time
of such issue,  then,  and  thereafter  successively  upon each such issue,  the
Purchase  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
Purchase  Price in effect at the time of such  issue  and the  product  shall be
added to the aggregate consideration,  if any, received by the Company 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  Purchase Price.  For
purposes  of this  adjustment,  the  issuance  of any  security  of the  Company
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  Purchase  Price upon the  issuance of shares of Common Stock
upon exercise of such conversion or purchase rights.

          4. Extraordinary  Events Regarding Common Stock. In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

<PAGE>

          5.  Certificate as to  Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

          6.  Reservation  of Stock,  etc.  Issuable  on  Exercise  of  Warrant;
Financial Statements.  The Company will at all times reserve and keep available,
solely for issuance and delivery on the exercise of the Warrants,  all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant.  This Warrant  entitles the holder hereof to receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

          7.  Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
applicable  Securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered holder hereof (a "Transferor")  with respect to
any or all of the Shares.  On the surrender  for exchange of this Warrant,  with
the  Transferor's  endorsement  in the form of  Exhibit B attached  hereto  (the
"Transferor   Endorsement   Form")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable Securities
Laws,  the  Company at its  expense but with  payment by the  Transferor  of any
applicable  transfer  taxes)  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

          8.  Replacement  of  Warrant.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

          9.  Registration  Rights.  The Holder of this Warrant has been granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Securities  Purchase  Agreement  entered  into by the  Company  and
Purchaser of the Company's 8% Convertible Notes (the "Notes") at or prior to the
issue date of this Warrant.  The terms of the Securities  Purchase Agreement are
incorporated  herein by reference.  Upon the  occurrence  of a  Non-Registration
Event as  described  in the  Securities  Purchase  Agreement,  in the  event the
Company is unable to issue Common  Stock upon  exercise of this Warrant that has
been registered in the Registration Statement described in Section 9.1(d) of the
Securities  Purchase  Agreement,  within  the  time  periods  described  in  the
Securities  Purchase Agreement,  which Registration  Statement must be effective
throughout the exercise period of this Warrant, then upon written demand made by
the  Holder,  the  Company  will pay to the Holder of this  Warrant,  in lieu of
delivering  Common Stock,  a sum equal to the closing ask price of the Company's
Common  Stock on the  Principal  Market (as defined in the  Securities  Purchase
Agreement) or such other principal trading market for the Company's Common Stock
on the  trading  date  immediately  preceding  the date  notice  is given by the
Holder,  less the Purchase Price,  for each share of Common Stock  designated in
such notice from the Holder.

          10.  Maximum  Exercise.  The Holder  shall not be entitled to exercise
this Warrant on an exercise  date, in  connection  with that number of shares of
Common  Stock which would be in excess of the sum of (i) the number of shares of
Common Stock  beneficially owned by the Holder and its affiliates on an exercise
date,  and (ii) the number of shares of Common Stock  issuable upon the exercise
of this Warrant with respect to which the

<PAGE>

determination  of this  proviso is being made on an exercise  date,  which would
result in  beneficial  ownership by the Holder and its  affiliates  of more than
4.99% of the outstanding shares of Common Stock of the Company on such date. For
the purposes of the proviso to the immediately  preceding  sentence,  beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.  Subject to
the  foregoing,  the Holder  shall not be limited to aggregate  exercises  which
would result in the issuance of more than 4.99%.  The  restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company or upon an Event of Default  under the  Notes.  The Holder may  allocate
which of the equity of the Company deemed  beneficially  owned by the Subscriber
shall be  included  in the 4.99%  amount  described  above  and  which  shall be
allocated to the excess above 4.99%.

          11.  Warrant  Agent.  The Company  may, by written  notice to the each
holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.

          12. Transfer on the Company's Books. Until this Warrant is transferred
on the books of the Company,  the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

          13.  Notices,  etc.  All  notices  and other  communications  from the
Company to the holder of this Warrant shall be mailed by first class  registered
or certified mail,  postage prepaid,  at such address as may have been furnished
to the Company in writing by such holder or, until any such holder  furnishes to
the Company an address,  then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.

          14. Voluntary  Adjustment by the Company.  The company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

          15.  Miscellaneous.  This  Warrant and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be governed by and  construed in accordance  with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought  concerning  the  transactions  contemplated  by this Warrant
shall be brought only in the state  courts of New York or in the federal  courts
located in the state of New York.  The  individuals  executing  this  Warrant on
behalf of the  Company  agree to submit to the  jurisdiction  of such courts and
waive trial by jury. 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  Warrant  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  enforceability of
any other  provision  of this  Warrant.  The  headings  in this  Warrant are for
purposes of reference  only, and shall not limit or otherwise  affect any of the
terms hereof. The invalidity or  unenforceability  of any provision hereof shall
in no way affect the  validity or  enforceability  of any other  provision.  The
Company  acknowledges that legal counsel participated in the preparation of this
Warrant  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  Warrant  to favor any party  against  the other
party.



                                           [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN WITNESS WHEREOF,  the Company has executed this Warrant under seal as of
the date first written above.

                                            ADVANCED OPTICS ELECTRONICS, INC.



                                            By:_________________________________


Witness:


______________________



<PAGE>

                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO:  Advanced Optics Electronics, Inc.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___  _______ shares of the Common Stock covered by such Warrant; or

___ the  maximum  number  of  shares of Common  Stock  covered  by such  Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___  $__________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  shares of Common  Stock  (using a Fair  Market  Value of
$_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of Common  Stock  purchaseable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name   of,   and   delivered   to   ____________________    whose   address   is
______________________________________________________________________________ .


The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________              _________________________________________
                                       (Signature must conform to name of holder
                                        as specified on the face of the Warrant)

                                        _______________________________________
                                                     (Address)


<PAGE>

                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common Stock of Advanced Optics Electronics,  Inc. to which the within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of Advanced  Optics  Electronics,  Inc. with full power of  substitution  in the
premises.

========================== ========================= ===========================
                                   Percentage                 Number
        Transferees                Transferred              Transferred
-------------------------- ------------------------- ---------------------------

-------------------------- ------------------------- ---------------------------

-------------------------- ------------------------- ---------------------------

========================== ========================= ===========================



Dated:                  , __ ___              __________________________________
                                              (Signature must conform to name of
                                              holder as specified on the face of
                                              the warrant)

Signed in the presence of:


___________________________                   __________________________________
         (Name)                                            (address)

                                              __________________________________
ACCEPTED AND AGREED:                                       (address)
[TRANSFEREE]


___________________________
         (Name)