pmed10q20090331ex10-35.htm


    
      

      

    

     

    EXHIBIT 10.35

     

    Letter
of Understanding

    


    


    


    The
following is the letter of understanding between CSO srl, located at Via degli
Stagnacci, 12/e Badia A Settimo, 50010 Italy (CSO) and Paradigm Medical
Industries, Inc., located at 2355 South 1070 West Salt Lake City,
UTAH  84119, United States of America, (Paradigm)

    


    It
is agreed between CSO and Paradigm that:

    


    
      	
              1)

            	
              CSO
      will manufacture and supply products for sale by
      Paradigm.  (Please see list of items below)  The list
      of products may be added to or modified from time to time as agreed by the
      parties.

            


    

    


    
      	
              2)

            	
              CSO
      agrees to manufacture the listed products with the Paradigm logo and
      markings.

            


    

    


    
      	
              3)

            	
              Paradigm
      is authorized to sell products with the Paradigm logo world-wide on a
      non-exclusive basis.

            


    

    


    
      	
              4)

            	
              CSO
      agrees that Paradigm is granted a twelve month exclusive right to sell the
      RETIMAX in North America.  (The twelve months will commence 60
      days after the product is approved by the FDA)  The right is
      conditioned on Paradigm achieving an average sales rate of 5 units per
      month.  The exclusive right will be reviewed every six months
      for the first two years and every year
  thereafter.

            


    

    


    
      	
              5)

            	
              Paradigm
      will develop product support materials for the promotion and sales of the
      products.  CSO will supply Paradigm with photos and product
      information for use in promotional material and
      advertising.  Paradigm also agrees to attend conventions as
      required to support the sale of the
products.

            


    

    


    
      	
              6)

            	
              Products pricing
      will be established by CSO.  Price changes may be made with
      eight weeks prior written notice.

            


    

    


    
      	
              7)

            	
              Paradigm
      agrees to payment for products in a manner agreeable to both
      parties.

            


    

    


    
      	
              8)

            	
              Paradigm
      or CSO may end the sales/supply relationship with 6 months prior written
      notice.

            


    

    


    
      	
              9)

            	
              Any
      and all legal questions shall be resolved according to the laws of
      Italy.

            


    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    
      
        	
                CSO
      srl

              	 
      	
                Paradigm
      Medical Industries, Inc.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Srgio Mura

              	 
      	
                 /s/
      Stephen L. Davis

              	 
      
	
                Sergio
      Mura

              	 
      	
                Stephen
      L. Davis President

              	 
      
	
                (4/17/09)

              	 
      	
                (4/17/09)

              	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      Giuseppe Matteuzzi

              	 
      	 
      	 
      
	
                Giuseppe
      Matteuzzi

              	 
      	 
      	 
      
	
                (4/17/09)

              	 
      	 
      	 
      


      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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