12
NY:112451.1

                                                                       EXHIBIT C


                          REGISTRATION RIGHTS AGREEMENT

THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of the 30th day of June,  2000,
between Triton West Group, Inc. ("Holder") and Paradigm Medical Industries, Inc.
a  corporation  incorporated  under  the  laws of the  State  of  Delaware  (the
"Company").

     WHEREAS,  simultaneously with the execution and delivery of this Agreement,
pursuant to a Private Equity Line of Credit Agreement dated the date hereof (the
"Purchase  Agreement")  the Holder has  committed to purchase up to  $20,000,000
(subject to adjustment to $30,000,000) pursuant to the Purchase Agreement of the
Company's  Common  Stock  (terms not  defined  herein  shall  have the  meanings
ascribed to them in the Purchase Agreement); and

     WHEREAS, the Company desires to grant to the Holder the registration rights
set forth herein with respect to the Put Shares and the Blackout Shares issuable
upon  exercise  of the  Company's  Put rights  from time to time and the Warrant
Shares  (hereinafter  referred to as the "Put Shares" or "Stock" or "Securities"
of the Company).

     NOW, THEREFORE, the parties hereto mutually agree as follows:

     Section 1.  Registrable  Securities.  As used herein the term  "Registrable
Security" means the Securities  until (i) all Put Shares and Warrant Shares have
been disposed of pursuant to the Registration Statement, (ii) all Put Shares and
Warrant  Shares  have  been  sold  under  circumstances  under  which all of the
applicable conditions of Rule 144 (or any similar provision then in force) under
the Securities Act ("Rule 144") are met, (iii) all Put Shares and Warrant Shares
have been otherwise transferred to persons who may trade such Securities without
restriction  under the  Securities  Act,  and the  Company  has  delivered a new
certificate  or other  evidence  of  ownership  for such Put Shares and  Warrant
Shares not bearing a restrictive  legend or (iv) such time as, in the opinion of
counsel to the  Company,  all Put Shares and Warrant  Shares may be sold without
any time, volume or manner  limitations  pursuant to Rule 144(k) (or any similar
provision  then in  effect)  under the  Securities  Act.  The term  "Registrable
Securities" means any and/or all of the securities  falling within the foregoing
definition   of  a   "Registrable   Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or other  change in corporate
structure affecting the Common Stock, such adjustment shall be deemed to be made
in the  definition  of  "Registrable  Security"  as is  appropriate  in order to
prevent  any  dilution or  enlargement  of the rights  granted  pursuant to this
Agreement.
<PAGE>

     Section  2.   Restrictions  on  Transfer.   The  Holder   acknowledges  and
understands  that  in  the  absence  of  an  effective   Registration  Statement
authorizing the resale of the Securities as provided herein,  the Securities are
"restricted  securities" as defined in Rule 144  promulgated  under the Act. The
Holder understands that no disposition or transfer of the Securities may be made
by Holder in the absence of (i) an opinion of counsel to the Holder, in form and
substance reasonably satisfactory to the Company, that such transfer may be made
without registration under the Securities Act or (ii) such registration.

     With a view to making  available  to the  Holder the  benefits  of Rule 144
under  the  Securities  Act or any  other  similar  rule  or  regulation  of the
Commission  that may at any time  permit  the Holder to sell  securities  of the
Company to the public without registration ("Rule 144"), the Company agrees to:

     (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the  Exchange  Act;  and,  if at any time it is not  required to file such
reports but in the past had been required to or did file such reports,  it will,
upon the request of any Holder, make available other information as required by,
and so long as necessary to permit sales of, its Registrable Securities pursuant
to Rule 144.

     Section 3. Registration Rights With Respect to the Securities.

     (a) The Company  agrees that if it is unable to maintain the  effectiveness
of the  Registration  Statement  filed on January  6, 2000 (File No.  333-93725)
during the Commitment Period or amend such Registration  Statement to include an
additional number of shares of Common Stock in the event there are no registered
shares remaining under such Registration Statement, upon notice by the Investor,
it  will  prepare  and  file  with  the  Securities   and  Exchange   Commission
("Commission"),   within   forty-five  (45)  days  after  the  date  hereof,   a
registration  statement  (on  Form  S-1,  S-3,  or  other  appropriate  form  of
registration statement) under the Securities Act (the "Registration Statement"),
at the sole expense of the Company  (except as provided in Section 3(c) hereof),
so as to permit a public offering and resale of the Securities  under the Act by
Holder.

     The Company shall use its best efforts to cause the Registration  Statement
to become  effective  within  ninety  (90) days from the date of notice,  or, if
earlier,  within  five (5) days of SEC  clearance  to  request  acceleration  of
effectiveness.  The number of shares designated in the Registration Statement to
be  registered  shall be at such  number  of shares  as the  Company  reasonably
expects to issue from the date thereof pursuant to this Agreement (including the
Warrant  Shares and  Blackout  Shares) and shall  include  appropriate  language
regarding reliance upon Rule 416 to the extent permitted by the Commission.  The
Company will notify Holder of the  effectiveness of the  Registration  Statement
within one Trading Day of such event.

     (b) The Company will maintain the Registration  Statement or post-effective
amendment  filed under this Section 3 hereof  effective under the Securities Act
until the earlier of (i) the date that none of the  Securities are or may become
issued and outstanding,  (ii) the date that all of the Securities have been sold
pursuant  to the  Registration  Statement,  (iii) the date the  holders  thereof
receive an opinion of counsel to the Company,  which counsel shall be reasonably
acceptable to the Holder,  that the  Securities may be sold under the provisions
<PAGE>

of Rule 144  without  limitation  as to volume,  (iv) all  Securities  have been
otherwise  transferred to persons who may trade such shares without  restriction
under the  Securities  Act, and the Company has delivered a new  certificate  or
other  evidence of  ownership  for such  securities  not  bearing a  restrictive
legend,  (v) two (2) years from the date of the last Put or (vi) all  Securities
may be sold  without  any time,  volume or manner  limitations  pursuant to Rule
144(k) or any similar  provision  then in effect under the Securities Act in the
opinion of counsel to the Company,  which counsel shall be reasonably acceptable
to the Holder (the "Effectiveness Period").

     (c) All fees,  disbursements and out-of-pocket  expenses and costs incurred
by the Company in connection with the preparation and filing of the Registration
Statement under  subparagraph  3(a) and in complying with applicable  securities
and Blue Sky laws  (including,  without  limitation,  all attorneys' fees of the
Company)  shall be borne  by the  Company.  The  Holder  shall  bear the cost of
underwriting  and/or  brokerage  discounts,   fees  and  commissions,   if  any,
applicable to the Securities  being  registered and the fees and expenses of its
counsel.  The Holder and its  counsel  shall have a  reasonable  period,  not to
exceed five (5) Trading Days, to review the proposed  Registration  Statement or
any  amendment  thereto,  prior to filing with the  Commission,  and the Company
shall provide each Holder with copies of any comment  letters  received from the
Commission with respect thereto within two (2) Trading Days of receipt  thereof.
The Company  shall make  reasonably  available  for  inspection  by Holder,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and any attorney,  accountant or other agent retained by such Holder
or any such  underwriter  all relevant  financial and other  records,  pertinent
corporate  documents  and  properties of the Company and its  subsidiaries,  and
cause the Company's officers,  directors and employees to supply all information
reasonably  requested  by  such  Holder  or  any  such  underwriter,   attorney,
accountant or agent in connection with the Registration Statement, in each case,
as is customary for similar due diligence examinations;  provided, however, that
all records,  information  and documents  that are  designated in writing by the
Company, in good faith, as confidential,  proprietary or containing any material
non-public  information  shall be kept  confidential by such Holder and any such
underwriter,   attorney,   accountant  or  agent  (pursuant  to  an  appropriate
confidentiality  agreement in the case of any such Holder or agent), unless such
disclosure is made  pursuant to judicial  process in a court  proceeding  (after
first giving the Company an opportunity  promptly to seek a protective  order or
otherwise  limit the scope of the  information  sought  to be  disclosed)  or is
required by law, or such records,  information or documents  become available to
the  public  generally  or  through  a  third  party  not  in  violation  of  an
accompanying  obligation of  confidentiality;  and provided further that, if the
foregoing  inspection and  information  gathering  would  otherwise  disrupt the
Company's  conduct of its business,  such inspection and  information  gathering
shall,  to the maximum extent  possible,  be coordinated on behalf of the Holder
and the other parties entitled thereto by one firm of counsel designed by and on
behalf of the  majority  in interest  of Holder and other  parties.  The Company
shall  qualify  any of the  securities  for sale in such  states as such  Holder
reasonably  designates and shall furnish  indemnification in the manner provided
in Section 6 hereof.  However,  the Company  shall not be required to qualify in
any state  which will  require an escrow or other  restriction  relating  to the
Company  and/or the sellers,  or which will require the Company to qualify to do
business  in such  state or require  the  Company to file  therein  any  general
consent to service of process. The Company at its expense will supply the Holder
with copies of the  Registration  Statement and the prospectus  included therein
and other related documents in such quantities as may be reasonably requested by
the Holder.

     (d) The  Company  shall not be  required  by this  Section  3 to  include a
Holder's  Securities in any  Registration  Statement which is to be filed if, in
the opinion of counsel for both the Holder and the Company (or,  should they not
agree, in the opinion of another  counsel  experienced in securities law matters
acceptable  to counsel for the Holder and the Company) the proposed  offering or
other  transfer  as to which  such  registration  is  requested  is exempt  from
applicable  federal and state securities laws and would result in all purchasers
or transferees  obtaining securities which are not "restricted  securities",  as
defined in Rule 144 under the Securities Act.

     (e) No provision  contained  herein shall preclude the Company from selling
securities  pursuant to any  Registration  Statement  in which it is required to
include Securities pursuant to this Section 3.

     (f) If at any time or from  time to time  after the  effective  date of the
Registration  Statement,  the  Company  notifies  the  Holder in  writing of the
existence of a Potential  Material Event (as defined in Section 3(g) below), the
Holder shall not offer or sell any Securities or engage in any other transaction
involving or relating to Securities,  from the time of the giving of notice with
respect to a Potential  Material Event until such Holder receives written notice
from the Company that such Potential Material Event either has been disclosed to
the  public or no longer  constitutes  a  Potential  Material  Event;  provided,
however, that if the Company so suspends the right to such holders of Securities
for more than thirty (30) days in the aggregate  during any twelve month period,
during the periods the  Registration  Statement is required to be in effect such
excess periods shall be a Registration  Default,  and shall entitle the Investor
to receive Blackout Shares as provided in the Purchase Agreement. If a Potential
Material  Event  shall  occur prior to the date the  Registration  Statement  is
filed, then the Company's obligation to file the Registration Statement shall be
delayed  without  penalty for not more than thirty (30) days.  The Company  must
give Holder  notice in writing at least two (2) Trading  Days prior to the first
day of the blackout period, if lawful to do so.

     (g)  "Potential  Material  Event"  means  any of  the  following:  (a)  the
possession  by  the  Company  of  material  information  that  is not  ripe  for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such  information  in the  Registration  Statement  would be  detrimental to the
business and affairs of the Company;  or (b) any material engagement or activity
by the  Company  which  would,  in the good  faith  determination  of the  Chief
Executive  Officer  or the  Board of  Directors  of the  Company,  be  adversely
affected  by  disclosure  in  a  registration  statement  at  such  time,  which
determination  shall be accompanied by a good faith  determination  by the Chief
Executive Officer or the Board of Directors of the Company that the Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information.

     Section 4. Cooperation with Company. Holder will cooperate with the Company
in all respects in connection with this Agreement,  including  timely  supplying
all  information  reasonably  requested by the Company  (which shall include all
information  regarding the Holder and proposed manner of sale of the Registrable
Securities required to be disclosed in the Registration Statement) and executing
and  returning  all  documents  reasonably  requested  in  connection  with  the
registration  and  sale of the  Registrable  Securities  and  entering  into and
performing its obligations under any underwriting  agreement, if the offering is
an  underwritten  offering,  in usual  and  customary  form,  with the  managing
underwriter or underwriters of such underwritten  offering.  The Holder consents
to be named as a statutory underwriter in the Registration Statement.

     Section 5. Registration Procedures. If and whenever the Company is required
by any of the provisions of this Agreement to effect the  registration of any of
the Registrable Securities under the Act, the Company shall (except as otherwise
provided  in this  Agreement),  as  expeditiously  as  possible,  subject to the
Holder's assistance and cooperation as reasonably required:

     (a)  (i)  prepare  and  file  with  the  Commission   such  amendments  and
supplements to the Registration  Statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to  comply  with the  provisions  of the Act with  respect  to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder of such  Registrable  Securities  shall  desire to sell or  otherwise
dispose of the same (including prospectus  supplements with respect to the sales
of securities  from time to time in  connection  with a  registration  statement
pursuant to Rule 415 promulgated  under the Act) and (ii) take all lawful action
such that each of (A) the Registration  Statement and any amendment thereto does
not, when it becomes  effective,  contain an untrue statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein,  not misleading and (B) the Prospectus forming part
of the Registration Statement, and any amendment or supplement thereto, does not
at any time during the  Registration  Period  include an untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

     (b) (i)  prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any prospectus (including any supplements thereto), provide draft copies thereof
to the Holders and reflect in such  documents  all such  comments as the Holders
(and their counsel)  reasonably may propose and (ii) furnish to each Holder such
numbers of copies of a  prospectus  including a  preliminary  prospectus  or any
amendment or supplement to any prospectus, as applicable, in conformity with the
requirements of the Act, and such other documents, as such Holder may reasonably
request in order to  facilitate  the  public  sale or other  disposition  of the
securities owned by such Holder;

     (c)  register  and  qualify  the  Registrable  Securities  covered  by  the
Registration  Statement  under  such other  securities  or blue sky laws of such
jurisdictions as the Holder shall reasonably request (subject to the limitations
set forth in Section 3(d) above), and do any and all other acts and things which
may be necessary or  advisable  to enable each Holder to  consummate  the public
sale or other  disposition in such  jurisdiction of the securities owned by such
Holder,  except that the Company  shall not for any such  purpose be required to
qualify to do business as a foreign  corporation in any jurisdiction  wherein it
is not so  qualified  or to file  therein  any  general  consent  to  service of
process;

     (d) list such Registrable  Securities on the Primary Market,  and any other
exchange on which the Common Stock of the Company is then listed, if the listing
of such  Registrable  Securities  is then  permitted  under  the  rules  of such
exchange;

     (e)  notify  each  Holder at any time when a  prospectus  relating  thereto
covered by the Registration Statement is required to be delivered under the Act,
of the happening of any event of which it has knowledge as a result of which the
prospectus included in the 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 the light of the  circumstances  then  existing,  and the Company
shall  prepare and file a curative  amendment  under  Section 5(a) as quickly as
commercially possible;

     (f) as promptly as practicable  after becoming aware of such event,  notify
Holder (or, in the event of an underwritten offering, the managing underwriters)
of the issuance by the  Commission  or any state  authority of any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest  possible  time and take all lawful  action to effect  the  withdrawal,
recession or removal of such stop order or other suspension;

     (g) cooperate  with the Holder to  facilitate  the timely  preparation  and
delivery of certificates  for the Registrable  Securities to be offered pursuant
to the Registration  Statement and enable such  certificates for the Registrable
Securities to be in such  denominations  or amounts,  as the case may be, as the
Holder  reasonably  may request and  registered  in such names as the Holder may
request;  and,  within three Trading Days after a Registration  Statement  which
includes Registrable Securities is declared effective by the Commission, deliver
and cause legal counsel selected by the Company to deliver to the transfer agent
for the  Registrable  Securities  (with  copies to the  Holder)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

     (h) take all such other lawful actions reasonably necessary to expedite and
facilitate  the  disposition  by the  Holder of its  Registrable  Securities  in
accordance with the intended methods  therefor  provided in the prospectus which
are customary for issuers to perform under the circumstances;

     (i)  in  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment; and

     (j) maintain a transfer agent and registrar for its Common Stock.

     Section 6. Indemnification.

     (a) The Company  agrees to indemnify  and hold harmless the Holder and each
person, if any, who controls the Holder within the meaning of the Securities Act
("Distributing  Holder")  against any losses,  claims,  damages or  liabilities,
joint or several (which shall, for all purposes of this Agreement,  include, but
not be limited to, all  reasonable  costs of defense and  investigation  and all
reasonable  attorneys'  fees),  to which  the  Distributing  Holder  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, or any related preliminary prospectus,
final  prospectus  or amendment or  supplement  thereto,  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;  provided,  however, that the Company will not be liable in any such
case 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 the  Registration  Statement,  preliminary  prospectus,
final  prospectus or amendment or supplement  thereto in reliance  upon,  and in
conformity  with,   written   information   furnished  to  the  Company  by  the
Distributing  Holder,  specifically  for use in the  preparation  thereof.  This
Section  6(a) shall not inure to the  benefit of any  Distributing  Holder  with
respect to any  person  asserting  such loss,  claim,  damage or  liability  who
purchased  the  Registrable  Securities  which are the  subject  thereof  if the
Distributing  Holder failed to send or give (in violation of the  Securities Act
or the rules and  regulations  promulgated  thereunder) a copy of the prospectus
contained  in such  Registration  Statement  to such  person  at or prior to the
written confirmation to such person of the sale of such Registrable  Securities,
where the Distributing Holder was obligated to do so under the Securities Act or
the rules and regulations promulgated thereunder.  This indemnity agreement will
be in addition to any liability which the Company may otherwise have.

     Each  Distributing  Holder agrees that it will  indemnify and hold harmless
the Company,  and each officer,  director of the Company or person,  if any, who
controls  the Company  within the  meaning of the  Securities  Act,  against any
losses,  claims,  damages or liabilities  (which shall, for all purposes of this
Agreement,  include,  but not be limited to, all reasonable costs of defense and
investigation  and all reasonable  attorneys'  fees) to which the Company or any
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,  or  any  related  preliminary  prospectus,  final
prospectus or amendment or supplement thereto, or arise out of or are based upon
the omission or the alleged  omission to state  therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
but in each case only to the extent that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  the  Registration
Statement,  preliminary prospectus,  final prospectus or amendment or supplement
thereto in reliance upon, and in conformity with, written information  furnished
to  the  Company  by  such  Distributing  Holder,  specifically  for  use in the
preparation  thereof.  This  indemnity  agreement  will  be in  addition  to any
liability  which the  Distributing  Holder may otherwise  have.  Notwithstanding
anything to the contrary herein,  the Distributing  Investor shall not be liable
under this  Section  6(b) for any amount in excess of the net  proceeds  to such
Distributing Investor as a result of the sale of Registrable Securities pursuant
to the Registration Statement.

     (b) Promptly after receipt by an indemnified  party under this Section 6 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying  party of the commencement  thereof;  but the
omission so to notify the  indemnifying  party will not relieve the indemnifying
party from any liability  which it may have to any  indemnified  party except to
the extent of actual prejudice  demonstrated by the indemnifying  party. In case
any such action is brought  against any indemnified  party,  and it notifies the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  indemnified  party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  indemnified  party
under this Section 6 for any legal or other  expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof  other  than
reasonable  costs of  investigation,  unless the  indemnifying  party  shall not
pursue the action to its final conclusion.  The indemnified party shall have the
right to employ  separate  counsel in any such action and to  participate in the
defense  thereof,  but the fees and expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the indemnified
party;  provided that if the indemnified party is the Distributing  Holder,  the
fees and  expenses of such counsel  shall be at the expense of the  indemnifying
party if (i) the employment of such counsel has been specifically  authorized in
writing by the indemnifying  party, or (ii) the named parties to any such action
(including any impleaded  parties) include both the Distributing  Holder and the
indemnifying  party and the Distributing  Holder shall have been advised by such
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
indemnifying  party  different from or in conflict with any legal defenses which
may be  available  to the  Distributing  Holder (in which case the  indemnifying
party shall not have the right to assume the defense of such action on behalf of
the Distributing  Holder,  it being understood,  however,  that the indemnifying
party  shall,   in  connection   with  any  one  such  action  or  separate  but
substantially similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable only for the reasonable
fees and expenses of one separate firm of attorneys for the Distributing Holder,
which  firm shall be  designated  in writing  by the  Distributing  Holder).  No
settlement of any action against an indemnified  party shall be made without the
prior  written  consent of the  indemnified  party,  which  consent shall not be
unreasonably withheld.

     All fees and expenses of the indemnified party (including  reasonable costs
of defense and  investigation in a manner not inconsistent with this Section and
all reasonable  attorneys'  fees and expenses)  shall be paid to the indemnified
party,  as incurred,  within ten (10) Trading Days of written  notice thereof to
the indemnifying  party (regardless of whether it is ultimately  determined that
an indemnified  party is not entitled to  indemnification  hereunder;  provided,
that the indemnifying  party may require such indemnified  party to undertake to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  indemnified  party is not  entitled  to  indemnification
hereunder).

     Section  7.  Contribution.  In order  to  provide  for  just and  equitable
contribution  under the Securities Act in any case in which (i) the  indemnified
party  makes a claim for  indemnification  pursuant  to  Section 6 hereof but 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 or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for  indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified  party,  then the Company and the
applicable Distributing Holder shall contribute to the aggregate losses, claims,
damages  or  liabilities  to which  they may be subject  (which  shall,  for all
<PAGE>

purposes of this Agreement, include, but not be limited to, all reasonable costs
of defense and investigation and all reasonable attorneys' fees), in either such
case (after  contribution from others) on the basis of relative fault as well as
any  other  relevant  equitable  considerations.  The  relative  fault  shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to  information  supplied by the Company on the one hand
or the  applicable  Distributing  Holder on the  other  hand,  and the  parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent  such  statement or omission.  The Company and the  Distributing  Holder
agree that it would not be just and equitable if  contribution  pursuant to this
Section 7 were  determined  by pro rata  allocation  or by any  other  method of
allocation which does not take account of the equitable  considerations referred
to in this  Section 7. The amount paid or payable by an  indemnified  party as a
result of the  losses,  claims,  damages or  liabilities  (or actions in respect
thereof)  referred  to above in this  Section 7 shall be deemed to  include  any
legal  or  other  expenses  reasonably  incurred  by such  indemnified  party in
connection with  investigating  or defending any such action or claim. No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent misrepresentation.

     Notwithstanding  any other  provision  of this Section 7, in no event shall
any (i) Holder be  required  to  undertake  liability  to any person  under this
Section 7 for any amounts in excess of the dollar  amount of the net proceeds to
be received by such Holder from the sale of such Holder's Registrable Securities
(after  deducting  any  fees,  discounts  and  commissions  applicable  thereto)
pursuant to any Registration  Statement under which such Registrable  Securities
are to be registered  under the Securities Act and (ii)  underwriter be required
to undertake  liability to any person hereunder for any amounts in excess of the
aggregate discount, commission or other compensation payable to such underwriter
with respect to the  Registrable  Securities  underwritten by it and distributed
pursuant to the Registration Statement.

     Section 8. Notices. All notices, demands,  requests,  consents,  approvals,
and other  communications  required or permitted  hereunder  shall be in writing
and, unless otherwise  specified herein,  shall be (i) personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be as set forth in the Purchase Agreement.

     Either  party  hereto may from time to time change its address or facsimile
number for notices  under this Section 8 by giving at least ten (10) days' prior
written  notice of such changed  address or facsimile  number to the other party
hereto.
<PAGE>

     Section 9. Assignment.  Neither this Agreement nor any rights of the Holder
or the Company  hereunder  may be assigned by either party to any other  person.
Notwithstanding the foregoing,  (a) the provisions of this Agreement shall inure
to the benefit of, and be  enforceable  by, any  transferee of any of the Common
Stock purchased by the Investor pursuant to the Purchase Agreement, and (b) upon
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably withheld or delayed in the case of an assignment to an affiliate of
the Holder, the Holder's interest in this Agreement may be assigned at any time,
in whole or in part, to any other person or entity  (including  any affiliate of
the Holder) who agrees to be bound hereby.

     Section 10. Additional Covenants of the Company. The Company agrees that at
such  time as it  meets  all the  requirements  for  the use of  Securities  Act
Registration  Statement  on Form S-3 it shall file all reports  and  information
required to be filed by it with the  Commission  in a timely manner and take all
such other action so as to maintain such eligibility for the use of such form.

     Section 11.  Counterparts/Facsimile.  This Agreement may be executed in two
or more  counterparts,  each of which shall  constitute an original,  but all of
which, when together shall constitute but one and the same instrument, and shall
become  effective when one or more  counterparts  have been signed by each party
hereto and delivered to the other party.  In lieu of the  original,  a facsimile
transmission  or copy of the original  shall be as effective and  enforceable as
the original.

     Section  12.  Remedies.   The  remedies  provided  in  this  Agreement  are
cumulative  and not  exclusive  of any  remedies  provided  by law. If any term,
provision,  covenant  or  restriction  of this  Agreement  is held by a court of
competent  jurisdiction  to be  invalid,  illegal,  void or  unenforceable,  the
remainder of the terms, provisions,  covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected,  impaired
or invalidated,  and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that  contemplated by such term,  provision,  covenant or restriction.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
without including any of such that may be hereafter  declared invalid,  illegal,
void or unenforceable.

     Section 13.  Conflicting  Agreements.  The Company shall not enter into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the holders of Registrable  Securities in this Agreement or otherwise
prevents the Company from complying with all of its obligations hereunder.

     Section 14.  Headings.  The headings in this  Agreement  are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 15. Governing Law, Arbitration. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware applicable to
contracts  made in Delaware by persons  domiciled in Delaware and without regard
to its principles of conflicts of laws.  Any dispute under this Agreement  shall
be submitted to  arbitration  under the American  Arbitration  Association  (the
"AAA") in San  Francisco,  California,  and shall be  finally  and  conclusively
<PAGE>

determined  by the decision of a board of  arbitration  consisting  of three (3)
members  (hereinafter  referred  to as the "Board of  Arbitration")  selected as
according to the rules governing the AAA. The Board of Arbitration shall meet on
consecutive  business  days in San  Francisco,  California,  and shall reach and
render a decision in writing  (concurred  in by a majority of the members of the
Board of Arbitration) with respect to the amount, if any, which the losing party
is required to pay to the other party in respect of a claim filed. In connection
with  rendering its decisions,  the Board of Arbitration  shall adopt and follow
the laws of the State of  Delaware.  To the extent  practical,  decisions of the
Board of  Arbitration  shall be rendered no more than thirty (30)  calendar days
following  commencement  of  proceedings  with  respect  thereto.  The  Board of
Arbitration  shall cause its written  decision  to be  delivered  to all parties
involved in the dispute.  The Board of  Arbitration  shall be authorized  and is
directed to enter a default  judgment  against any party refusing to participate
in the  arbitration  proceeding  with  thirty  days  of any  deadline  for  such
participation. Any decision made by the Board of Arbitration (either prior to or
after the  expiration  of such thirty (30)  calendar day period) shall be final,
binding  and  conclusive  on the  parties to the  dispute,  and  entitled  to be
enforced  to the  fullest  extent  permitted  by law and entered in any court of
competent  jurisdiction.  The  prevailing  party  shall be  awarded  its  costs,
including  attorneys'  fees,  from  the  non-prevailing  party  as  part  of the
arbitration award. Any party shall have the right to seek injunctive relief from
any court of competent  jurisdiction in any case where such relief is available.
The  prevailing  party in such  injunctive  action  shall be awarded  its costs,
including attorney's fees, from the non-prevailing party.

     Section 16. Severability.  If any provision of this Agreement shall for any
reason be held invalid or  unenforceable,  such  invalidity  or  unenforceablity
shall  not  affect  any  other  provision  hereof  and this  Agreement  shall be
construed as if such invalid or unenforceable provision had never been contained
herein.

<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights
Agreement to be duly executed, on the day and year first above written.

                  Dated: June 30, 2000

                                        Paradigm Medical Industries, Inc.



                                        By:  /s/ Thomas F. Motter
                                           Thomas F. Motter, President & CEO


                                        Triton West Group, Inc.



                                         By: /s/ E. Edward Jung
                                            E. Edward Jung, Authorized Signatory