WAIVER



                                 April 12, 2001



To each of the Purchasers listed below:

     Reference  is made to Advanced  Optics  Electronics,  Inc.,  Note  Purchase
Agreement,  dated as of September 15, 2000 (the  "Purchase  Agreement")  between
each Purchaser therein defined and Advanced Optics  Electronics,  Inc., a Nevada
corporation (the "Company").  All terms defined in the Purchase  Agreement shall
have the same meaning when used in this waiver unless otherwise defined herein.

     Pursuant to Section 10.1(d) of the Purchase  Agreement,  the Company agreed
to file a registration  statement on Form SB-2 under the Securities Act of 1933,
as amended (the "Registration Statement"),  to register not less than 52,390,805
shares of Common Stock underlying the Registrable Securities consisting of:

     (i)  2,298,851  shares of Common  Stock  issuable  upon  conversion  of the
$500,000 Initial Closing Date Notes;

     (ii)  6,896,552  shares of Common Stock  issuable  upon  conversion  of the
$1,500,000 Second Closing Date Notes;

     (iii)  36,781,609  shares of Common Stock  issuable upon  conversion of the
$8,000,000 Obligation Notes;

     (iv) Initial  Warrants to purchase  2,000,000 shares of Common Stock issued
with respect to the Initial  Offering (at the rate of one warrant share for such
dollar amount of Notes then purchased); and

     (v)  Obligation  Warrants for 4,413,793  shares of Common Stock issued with
respect  to the  Obligations  Notes (at the rate of 12% of the  shares of Common
Stock to be issued upon conversion of the Obligation Notes).

     Each  Purchaser  hereby  waives the  Company's  obligation  to comply  with
Section 10.1(d) of the Purchase Agreement insofar as it relates to the filing of
the Registration  Statement to register the Registrable  Securities,  other than
such  Registrable  Securities  (the "Initial  Securities")  consisting of Common
Stock issuable upon conversion of the $500,000 Initial Closing Date Notes issued
on and dated as of  September  15, 2000 and the 500,000  shares of Common  Stock
underlying  the Initial  Warrants.  (For the  avoidance  of doubt,  the "Initial
Securities"  do not  include  any other  Notes or any  Warrants  issuable at any
time.) In addition,  each  Purchaser and the Company agrees that such section is
hereby  amended to change the number of shares of Common  Stock  required  to be
registered  shall  relate  solely to the Initial  Securities.  Failure to file a
registration  statement with respect to, or to register,  Registrable Securities
other than the



Initial  Securities  shall not  constitute  a  Non-Registration  Event under the
Purchase Agreement or under any Warrants, or an Event of Default under the Notes
or Purchase Agreement.  The Company shall continue to be required to reserve for
issuance the amount of Common Stock described in the Purchase  Agreement as such
reservation relates only to the Initial  Securities.  The Company and Purchasers
agree that the Company may not exercise any  Obligation  Notice rights under the
Purchase  Agreement with respect to the $8,000,000 of Obligation  Notes and that
Company is not  obligated to sell and  Purchasers  are not obligated to purchase
the $1,500,000 of Second Closing Date Notes.

     Pursuant  to Section  2.3 of the  Purchase  Agreement,  the Company and the
Purchasers agreed that subject to certain  conditions,  a Purchaser could assign
to another party either before or after exercise of a Purchase Obligation by the
Company,  the Purchase  Obligation to pay all or some of the purchase price with
respect to the Purchase  Obligation and receive the corresponding  rights of the
Purchaser under the Purchase Agreement. The Company and the Purchasers do hereby
amend  such  section  in  order  that it  permit  assignments  between  existing
Purchasers to the exclusion of any other parties.

     The  Purchasers do not waive any damages  (liquidated  or otherwise) or any
other rights available to them. Except as set forth in this waiver, the Purchase
Agreement  remains in full force and effect.  Please  acknowledge your agreement
with the foregoing by signing in the space provided below.


                                          Very truly yours,

                                          ADVANCED OPTICS ELECTRONICS, INC.


                                          By: /s/ LESLIE S. ROBINS
                                              --------------------------------
                                              Name:  Leslie S. Robins
                                              Title: Executive Vice President


                                          Agreed and Accepted

                             PURCHASERS:

                             KESHET FUND L.P.


                             By: /s/ JOHN CLARKE
                                --------------------------


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                             KESHET L.P.


                             By:  /s/  JOHN CLARKE
                                --------------------------


                             NESHER LTD.


                             By:  /s/  JOHN CLARKE
                                --------------------------


                             TALBIYA B. INVESTMENTS LTD.


                             By:  /s/  JOHN CLARKE
                                --------------------------



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