Exhibit 4.10

     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 200,000 Shares of Common Stock of Advanced
                    Optics Electronics, Inc. (subject to adjustment as provided
                    herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2001-1                                          Issue Date:  August 30, 2001

     ADVANCED OPTICS ELECTRONICS,  INC., a corporation  organized under the laws
of the  State of  Nevada  (the  "Company"),  hereby  certifies  that,  for value
received, THE KESHET FUND, L.P., 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 200,000 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) $.033 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.

          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


                                       1
<PAGE>

     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 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


                                       2
<PAGE>

     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 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


                                       3
<PAGE>

     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.

     5.  Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of


                                       4
<PAGE>

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 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


                                       5
<PAGE>

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]


                                       6
<PAGE>

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

                                            ADVANCED OPTICS ELECTRONICS, INC.



                                            By:_________________________________
                                            Name:
                                            Title:


Witness:


_____________________________
Name:
Title:



                                       7
<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)


                                       8
<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.

================================================================================
          Transferees          Percentage                             Number
                               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)