EMPLOYEES' LOCK UP AGREEMENT


     This Agreement is made and entered into this 30th day of
May, 1996, between Thomas F. Motter, an employee and shareholder
of Paradigm Medical Industries, Inc. (the "Shareholder"),
Paradigm Medical Industries, Inc. (the "Corporation"), and
Kenneth Jerome & Co., Inc. (the "Underwriter") and such other
underwriters as are named in the Underwriting Agreement to be
entered into with the Corporation.  All capitalized terms not
otherwise defined herein shall have the meanings assigned to them
in the Underwriting Agreement.

     A.    The Corporation and the Underwriter intend to enter
into an Underwriting Agreement (the "Underwriting Agreement")
pursuant to which the Corporation intends to offer for sale to
the public common stock of the Corporation.

     B.    The Shareholder owns 588,666 shares of Common Stock
received upon the founding of the Corporation or in connection
with Shareholder's employment.

     NOW, THEREFORE, in consideration of the mutual covenants
and agreements contained in the Underwriting Agreement, the
parties hereto set forth their agreement as follows:

           1.   The Shareholder will not, without the
Underwriter's prior written consent, jointly or individually,
offer, sell, pledge, make any short sale of, contract to sell,
lend, grant any option for the purchase of, or otherwise dispose
of, directly or indirectly, any of the shares of Common Stock
owned of record or beneficially by the Shareholder as of
effective date of the Registration Statement or thereafter
acquired, for a period of three hundred sixty-five (365) days
from the effective date of the Registration Statement on Form
SB-2 to be filed with the Securities and Exchange Commission by
the Corporation pursuant to the Securities Act of 1933, as
amended.

           2.   The Shareholder further agrees that an
appropriate restrictive legend in substantially the form attached
hereto as Exhibit A and/stop transfer order may be imposed with
respect to all shares which are subject to this Lock Up
Agreement.

           3.   This Agreement shall inure to the benefit of
and be binding upon the parties, their heirs, legal
representatives, successors, and assigns.

           4.   This Agreement may be amended only by an
instrument duly executed in writing by the parties hereto.

           5.   This Agreement shall be construed in accordance
with and governed by the laws of the state of Utah.

     IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year first above written.

  Signed & Sworn                          SHAREHOLDER
  before me this 30th
  day of May, 1996.
                                          Thomas F. Motter
                                          Signature
  Jason Jahn
  ----------

Notary Public                             Thomas F. Motter
State of Utah                             (Print Name)
My Commission Expires 
May 18, 1999
                                          Signature (to be signed by
                                          co-owner, if applicable)
Jason Jahn
1772 W. 2300 South
Salt Lake City, Utah 84110               (Print Name)


                          PARADIGM MEDICAL INDUSTRIES, INC.



                          By:  Thomas F. Motter
                          Its: CEO/President    

                          KENNETH JEROME & CO., INC.



                          By:
                          Its:  

     Please execute this document using the exact name in which
your shares are registered.

<PAGE>
                            EXHIBIT A


         [Legend to be placed on locked up certificates]


     The shares represented by this certificate are subject to
an agreement (the "Lock Up Agreement") among the holder hereof,
Paradigm Medical Industries, Inc. (the "Corporation"), and
Kenneth Jerome & Co., Inc. (the "Underwriter"), which prevents an
offer for sale, pledge, contract to sell, or other disposition
of, directly or indirectly, any of the shares represented hereby
without the prior written consent by the Underwriter and the
Corporation until _________________ [365 days from the Effective
Date], 1997.  A copy of the Lock Up Agreement is on file with the
Secretary of the Corporation.