REGISTRATION RIGHTS AGREEMENT

                           June 5, 2000


To each of the holders of outstanding
securities (the "Dicon Shareholders")
of Vismed, Inc., d/b/a Dicon, a California
corporation ("Dicon"), pursuant to the Agreement
and Plan of Reorganization dated May 16, 2000

Ladies and Gentlemen:

     This will confirm  that,  in  consideration  of your  agreement to sell and
transfer  to  Paradigm  Medical   Industries,   Inc,  a  Delaware   corporation,
("Paradigm"), all of the securities of Dicon held by you, in exchange for shares
of the restricted Common Stock of Paradigm, all pursuant to, and as provided in,
that Agreement and Plan of Reorganization dated May 16, 2000 (the "Agreement and
Plan  of  Reorganization")   entered  into  by  and  among  Paradigm,   Paradigm
Subsidiary,  Inc., a Utah corporation ("Paradigm Subsidiary"),  and Dicon and as
an inducement to Dicon and the Dicon  Shareholders to consummate the transaction
contemplated by the Agreement and Plan of Reorganization, Paradigm covenants and
agrees with each of the Dicon Shareholders as follows:

     1.   Certain  Definitions.  As used in this Agreement,  the following terms
shall have the following respective meanings:

          "Commission" shall mean the Securities and Exchange Commission, or any
     other federal agency at the time administering the Securities Act.

          "Common  Stock"  shall  mean the  common  stock,  $0.001 par value per
     share, of Paradigm, as constituted as of the date of this Agreement.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
     amended,  or any similar federal statute,  and the rules and regulations of
     the Commission thereunder, all as the same shall be in effect at the time.

          "Restricted  Stock"  shall mean the shares of  Paradigm  Common  Stock
     issued  to you  pursuant  to the  Agreement  and  Plan  of  Reorganization,
     excluding  shares (i) which have been  registered  under the Securities Act
     pursuant  to an  effective  registration  statement  filed  thereunder  and
     disposed of in accordance with the registration statement covering them; or
     (ii)  which  have  been  publicly  sold  pursuant  to Rule  144  under  the
     Securities Act.

          "Securities Act" shall mean the Securities Act of 1933, as amended, or
     any  similar  federal  statute,  and  the  rules  and  regulations  of  the
     Commission thereunder, all as the same shall be in effect at the time.
<PAGE>

          "Selling Expenses" shall mean the expenses so described in Section 5.

     2.   Restrictive Legend. Each certificate  representing Common Stock shall,
except as otherwise  provided  herein be stamped or otherwise  imprinted  with a
legend substantially in the following form:

     THIS SECURITY HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
     ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE  DISPOSED
     OF  UNLESS IT HAS BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933 AND
     APPLICABLE STATE  SECURITIES LAWS OR UNLESS AN EXEMPTION FROM  REGISTRATION
     IS AVAILABLE.  THIS SECURITY IS SUBJECT TO A REGISTRATION  RIGHTS AGREEMENT
     BY AND BETWEEN PARADIGM, PARADIGM SUBSIDIARY AND THE SHAREHOLDER, A COPY OF
     WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF PARADIGM.

     3.   Notice of Proposed  Transfer.  Prior to any  proposed  transfer of any
Restricted  Stock (other than under the  circumstances  described in Section 4),
the holder of such Restricted Stock shall give written notice to Paradigm of its
intention to effect such transfer. Each such notice shall describe the manner of
the  proposed  transfer  and  shall be  accompanied  by an  opinion  of  counsel
satisfactory  to  Paradigm  to the  effect  that the  proposed  transfer  may be
effected without  registration under the Securities Act, whereupon the holder of
such  Restricted  Stock shall be entitled to transfer such  Restricted  Stock in
accordance with the terms of its notice; provided, however, that no such opinion
of counsel  shall be  required  for a transfer  to one or more  partners  of the
transferor  (in  the  case  of a  transferor  that  is a  partnership)  or to an
affiliated corporation (in the case of a transferor that is a corporation). Each
certificate  for Restricted  Stock  transferred as above provided shall bear the
legend set forth in Section 2, except that such certificate  shall not bear such
legend if (i)  Paradigm  receives a  satisfactory  opinion of counsel  that such
transfer is in  accordance  with the  provisions  of Rule 144 (or any other rule
permitting public sale without  registration  under the Securities Act); or (ii)
the  opinion of counsel  referred  to above is to the  further  effect  that the
transferee and any subsequent  transferee  (other than an affiliate of Paradigm)
would  be  entitled  to  transfer  such  securities  in a  public  sale  without
registration under the Securities Act.

     4.   Demand  Registration.  For a period  of five (5)  years  from the date
beginning  five (5) months  from the date  hereof  (the  "Term"),  any holder of
Restricted  Stock  may  make  a  written  request  for  registration  under  the
Securities  Act (a  "Demand  Registration")  of all or part of  such  holder  of
Restricted Stock;  provided,  however, that Paradigm need effect a total of only
one Demand Registration on behalf of such holder. Such request shall specify the
number of shares of Restricted  Stock proposed to be registered.  If Paradigm at
any time proposes to register any Restricted  Stock under the Securities Act for
resale  pursuant  to a Demand  Registration,  at such time it will give  written
notice to all other holders of outstanding  Restricted Stock of its intention so
to do. Upon the written request of any such holders, received by Paradigm within
ten (10) days following the date of Paradigm's  registration  notice to register
the holders' Restricted Stock,  Paradigm will use its best efforts to cause such
Restricted  Stock to be included in the  registration  statement  proposed to be
filed by Paradigm.  The holders of Restricted Stock to be registered pursuant to
this Section 4 shall execute such  documentation as may be reasonably  necessary
                                      -2-
<PAGE>

to effect the  registration  and resale of the  Restricted  Stock proposed to be
included  in  such a  registration  statement  upon  the  exercise  of a  Demand
Registration.

     5.   Registration  Procedures.  If and whenever Paradigm is required by the
provisions  of Section 4 to use its best efforts to effect the  registration  of
any Restricted  Stock under the Securities Act,  Paradigm will, as expeditiously
as possible:

          (a) prepare and file with the Commission a registration statement with
respect to such  securities and use its best efforts to cause such  registration
statement  to become and  remain  effective  for the period of the  distribution
contemplated thereby (determined as hereinafter provided);

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective for
the period  specified in paragraph  (a) above and comply with the  provisions of
the  Securities  Act with respect to the  disposition  of all  Restricted  Stock
covered by such registration  statement in accordance with the holders' intended
method of disposition set forth in such registration statement for such period;

          (c)  furnish  to each  seller  of  Restricted  Stock  covered  by such
registration  statement such number of copies of the registration  statement and
the printed prospectus included therein (including each preliminary  prospectus)
as such persons reasonably may request in order to facilitate the public sale or
other   disposition  of  the  Restricted  Stock  covered  by  such  registration
statement;

          (d) after the  filing of the  registration  statement,  Paradigm  will
promptly  notify each seller of  Restricted  Stock  covered by the  registration
statement of all comments  delivered to Paradigm by the  Commission and take all
reasonable actions required to respond to such comments;

          (e) use its best efforts to register or qualify the  Restricted  Stock
covered by such  registration  statement under the securities or "blue sky" laws
of such  jurisdictions  as the  sellers of  Restricted  Stock  reasonably  shall
request,  provided,  however,  that  Paradigm  shall not for any such purpose be
required to qualify generally to transact  business as a foreign  corporation in
any  jurisdiction  where it is not so qualified or to consent to general service
of process in any such jurisdiction;

          (f) use its best efforts to list the Restricted  Stock covered by such
registration statement with any securities exchange on which the Common Stock of
Paradigm is then listed;

          (g)  immediately  notify  each seller of  Restricted  Stock under such
registration  statement,  at any time  when a  prospectus  relating  thereto  is
required to be delivered under the Securities Act, of the happening of any event
of which Paradigm has knowledge as a result of which the prospectus contained in
such registration  statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing; and
                                      -3-
<PAGE>


          (h) in connection  with each  registration  hereunder,  the sellers of
Restricted  Stock will  furnish to Paradigm  in writing  such  information  with
respect to themselves and the proposed  distribution by them as reasonably shall
be necessary in order to assure  compliance  with federal and  applicable  state
securities laws.

     6.   Expenses.  All expenses  incurred by in connection with a registration
pursuant to Section 4,  including,  without  limitation,  all  registration  and
filing  fees,   printing  expenses,   fees  and  disbursements  of  counsel  and
independent  public  accountants  for  Paradigm,  fees and  expenses  (including
counsel fees) incurred in connection  with  complying  with state  securities or
"blue sky" laws, fees of the National  Association of Securities Dealers,  Inc.,
transfer taxes,  and fees of transfer  agents and registrars,  shall be borne by
Paradigm;  provided, however, that Paradigm shall not be required to pay for any
registration  proceeding begun pursuant to Section 4 if the registration request
is subsequently withdrawn by the Registered Holder.

     7.   Indemnification and Contribution.

          (a) In the  event of a  registration  of any of the  Restricted  Stock
under the Securities Act pursuant to Section 4, Paradigm will indemnify and hold
harmless each seller of such Restricted Stock thereunder, and each other person,
if any,  who  controls  such seller  within the meaning of the  Securities  Act,
against any losses, claims,  damages or liabilities,  joint or several, to which
such seller or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under which such  Restricted  Stock were  registered  under the  Securities  Act
pursuant to Section 4, any preliminary  prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each such seller,  and each such  controlling  person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action,
provided,  however,  that Paradigm will not be liable in any such case if and to
the extent that any such loss,  claim,  damage or liability  arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission so made in conformity with  information  furnished by any such
seller, or any such controlling  person in writing  specifically for use in such
registration statement or prospectus.

          (b) In the  event of a  registration  of any of the  Restricted  Stock
under the Securities  Act pursuant to Section 4, each seller of such  Restricted
Stock  thereunder,  severally and not jointly,  will indemnify and hold harmless
Paradigm,  each person,  if any, who controls Paradigm within the meaning of the
Securities Act, each officer of Paradigm who signs the  registration  statement,
and  each  director  of  Paradigm,   against  all  losses,  claims,  damages  or
liabilities,  joint or several, to which Paradigm or such officer,  director, or
controlling  person may become  subject  under the  Securities  Act or otherwise
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of any material fact  contained in the  registration  statement  under
which such Restricted  Stock was registered under the Securities Act pursuant to
Section 4, any preliminary  prospectus or final prospectus contained therein, or
                                      -4-
<PAGE>

any  amendment  or  supplement  thereof,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
will reimburse Paradigm and each such officer,  director, and controlling person
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action,
provided, however, that such seller will be liable hereunder in any such case if
and only to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue  statement or alleged untrue statement or omission
or alleged  omission made in reliance upon and in  conformity  with  information
pertaining  to such  seller,  as such,  furnished in writing to Paradigm by such
seller  specifically for use in such registration  statement or prospectus,  and
provided, further, however, that the liability of each seller hereunder shall be
limited to the proportion of any such loss, claim, damage,  liability or expense
which is equal to the  proportion  that the public  offering price of the shares
sold by such seller under such registration  statement bears to the total public
offering price of all securities sold thereunder, but not in any event to exceed
the net  proceeds  received  by such seller  from the sale of  Restricted  Stock
covered by such registration statement.

          (c) Promptly after receipt by an indemnified party hereunder of notice
of  the  commencement  of  any  action  or  the  threat  of  commencement,  such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder,  notify the indemnifying party in writing thereof,
but the omission so to notify the  indemnifying  party shall not relieve it from
any liability which it may have to such indemnified  party other than under this
Section 7 and shall only relieve it from any liability which it may have to such
indemnified  party  under this  Section 7 if and to the extent the  indemnifying
party is prejudiced by such  omission.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and  undertake  the defense  thereof
with counsel  satisfactory to such indemnified party, and, after notice from the
indemnifying  party to such  indemnified  party of its election so to assume and
undertake the defense  thereof,  the  indemnifying  party shall not be liable to
such indemnified party under this Section 7 for any legal expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof other
than  reasonable  costs of  investigation  and of liaison with and  oversight of
counsel so selected,  provided,  however,  that,  if the  defendants in any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to those  available to the  indemnifying  party or if the interests of
the indemnified party reasonably may be deemed to conflict with the interests of
the indemnifying  party, the indemnified  party shall have the right to select a
separate  counsel and to assert such legal defenses and otherwise to participate
in the  defense of such  action,  with the  expenses  and fees of such  separate
counsel and other expenses and fees of such separate  counsel and other expenses
related to such  participation  to be  reimbursed by the  indemnifying  party as
incurred.

          (d) In order to provide for just and equitable  contribution  to joint
liability under the Securities Act in any case in which either (i) any holder of
Restricted  Stock  exercising  rights under this  Agreement,  or any controlling
person of any such holder,  makes a claim for  indemnification  pursuant to this
Section 7 but it is judicially  determined  (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
                                      -5-
<PAGE>

or the denial of the last right of appeal) that such  indemnification may not be
enforced in such case  notwithstanding the fact that this Section 7 provides for
indemnification  in such case, or (ii) contribution under the Securities Act may
be  required  on the part of any such  selling  holder  or any such  controlling
person in circumstances for which indemnification is provided under this Section
7; then, and in each such case,  Paradigm and such holder will contribute to the
aggregate  losses,  claims,  damages or liabilities to which they may be subject
(after  contribution  from  others) in such  proportion  so that such  holder is
responsible  for the  portion  represented  by the  percentage  that the  public
offering price of its  Restricted  Stock offered by the  registration  statement
bears  to  the  public  offering  price  of  all  securities   offered  by  such
registration  statement,  and Paradigm is responsible for the remaining portion;
provided,  however,  that,  in any such case,  (A) no holder will be required to
contribute  any  amount in excess  of the net  proceeds  of the sale of all such
Restricted Stock sold by it pursuant to such registration statement;  and (B) no
person or entity guilty of fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the Securities Act) will be entitled to  contribution  from any
person or entity.

     8.   Changes in Common  Stock.  If, and as often as, there is any change in
the  Common  Stock  by way of a stock  split,  stock  dividend,  combination  or
reclassification,   or  through  a  merger,  consolidation,   reorganization  or
recapitalization, or by any other means, appropriate adjustment shall be made in
the  provisions  hereof so that the rights and  privileges  granted hereby shall
continue with respect to the Common Stock as so changed.

     9.   Rule 144  Reporting.  With a view to making  available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Stock to the public without registration:

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144 under the Securities Act;

          (b) use its  best  efforts  to file  with the  Commission  in a timely
manner all reports and other documents required of Paradigm under the Securities
Act and the Exchange Act; and

          (c) furnish to each holder of Restricted  Stock forthwith upon request
a  written  statement  by  Paradigm  as to its  compliance  with  the  reporting
requirements  of such Rule 144 and of the Securities Act and the Exchange Act, a
copy of the most recent annual or quarterly  report of Paradigm,  and such other
reports and documents so filed by Paradigm as such holder may reasonably request
in availing  itself of any rule or  regulation of the  Commission  allowing such
holder to sell any Restricted Stock without registration.

    10.   Representations  and Warranties of Paradigm.  Paradigm  represents and
warrants to you as follows:

          (a) The  execution,  delivery  and  performance  of this  Agreement by
Paradigm have been duly  authorized by all requisite  corporate  action and will
not violate any  provision of the law, any order of any court or other agency of
government,  the  Certificate  of  Incorporation  or Bylaws of  Paradigm  or any
provision of any indenture,  agreement or other instrument to which it or any of
                                      -6-
<PAGE>

its  properties  or  assets is bound,  conflict  with,  result in a breach of or
constitute  (with due notice or lapse of time or both) a default  under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien,  charge or  encumbrance  of any nature  whatsoever  upon any of the
properties or assets of Paradigm.

          (b) This  Agreement  has been duly  executed and delivered by Paradigm
and constitutes the legal, valid and binding obligation of Paradigm, enforceable
in accordance with its terms.

    11.   Miscellaneous.

          (a) All covenants and agreements  contained in this Agreement by or on
behalf of any of the parties  hereto  shall bind and inure to the benefit of the
respective  successors  and assigns of the parties  hereto  (including,  without
limitation, transferees of any Restricted Stock), whether so expressed or not.

          (b) All notices, requests, consents and other communications hereunder
shall be in writing and shall be mailed by certified or registered mail,  return
receipt requested, postage prepaid, addressed as follows:

                    (i) if to Paradigm or any other party hereto, at the address
          of such party set forth in the Agreement and Plan of Reorganization;

                    (ii) if to any subsequent  holder of Restricted Stock, to it
          at such  address as may have been  furnished to Paradigm in writing by
          such holder;

or, in any case, at such other address or addresses as shall have been furnished
in writing to Paradigm by holders of  Restricted  Stock in  accordance  with the
provisions of this paragraph.

          (c) This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of Delaware.

          (d) This  Agreement  may not be amended or modified,  and no provision
hereof may be waived, without the written consent of Paradigm and the holders of
the outstanding shares of Restricted Stock.

          (e) This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

          (f) The obligations of Paradigm to register shares of Restricted Stock
under Section 4 shall terminate five (5) years and five (5) months from the date
of this Agreement.

          (g) If any  action at law or in  equity is  necessary  to  enforce  or
interpret the terms of this Agreement, the prevailing party shall be entitled to
attorney's  fees,  costs and  disbursements  in addition to any other  relief to
which such party may be entitled.
                                      -7-
<PAGE>

     Please  indicate your  acceptance of the foregoing by signing and returning
the enclosed counterpart of this Agreement,  whereupon this Agreement shall be a
binding Agreement between Paradigm and you.

                                 Very truly yours,

PARADIGM SUBSIDIARY, INC.        PARADIGM MEDICAL INDUSTRIES, INC.


By: /s/ Thomas F. Motter         By: /s/ Thomas F. Motter
   ---------------------            -----------------------
Title: CEO                       Title: CEO
   ---------------------            -----------------------


Agreed to and accepted as of the date
first above written.


By: ______________________________________
Print Name:  _____________________________
Title:____________________________________



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