PARADIGM MEDICAL INDUSTRIES, INC.

                               AND

    CONTINENTAL STOCK TRANSFER & TRUST COMPANY, WARRANT AGENT

                    WARRANT AGENCY AGREEMENT

                    Dated as of July 22, 1996

    WARRANT AGENCY AGREEMENT dated as of July 22, 1996, between
PARADIGM MEDICAL INDUSTRIES, INC., 1772 West 2300 South, Salt
Lake City, Utah 84119 (the "Company") and CONTINENTAL STOCK
TRANSFER & TRUST COMPANY of Jersey City, New Jersey, as warrant
agent (the "Warrant Agent").

    WHEREAS, the Company proposes to issue and sell in a public
offering (the "Public Offering") 1,000,000 Units (the "Units"),
each Unit consisting of one share of common stock (together with
the stock of any other class to which such shares may hereafter
have been changed, the "Common Stock"), and one Class A warrant
(the "Warrant").  Each Warrant entitles the registered holder
thereof to purchase one share of Common Stock.

    WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing so to
act, in connection with the issuance, registration, transfer,
exchange and exercise of the Warrants.

    NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto agree as
follows:

    Section  1.  Appointment of Warrant Agent.  The Company
hereby appoints the Warrant Agent to act as agent for the Company
in accordance with the instructions hereinafter set forth in this
Agreement, and the Warrant Agent hereby accepts such appointment.

    Section 2.  Form of Warrant.  The text of the Warrants and
of the form of election to purchase shares on the reverse thereof
shall be substantially as set forth in Exhibit "A" attached
hereto and made a part hereof.  The per share warrant exercise
price and the number of shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain
events, all as set forth in the text of the Warrants.  The
Warrants shall be executed on behalf of the Company by the manual
or facsimile signature of the present or any future Chairman of
the Board, President or Vice President of the Company, attested
by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.  Warrants shall
be dated as of the date of issuance by the Warrant Agent either
upon initial issuance or upon transfer or exchange.

    Section 3.  Countersignature and Registration.  The Warrant
Agent shall maintain books for the transfer and registration of
the Warrants.  Upon the initial issuance of the Warrants in the
names of the respective holders thereof.  The Warrants shall be
countersigned manually or by facsimile by the Warrant Agent (or
by an successor to the Warrant Agent then acting as warrant agent
under this Agreement) and shall not be valid for any purpose
unless so countersigned.  Warrants may be so countersigned,
however, by the Warrant Agent (or by its successor as warrant
agent) and be delivered by the Warrant Agent, notwithstanding
that the persons whose manual or facsimile signatures appear
thereon as proper officers of the Company shall have ceased to be
such officers at the time of such countersignature or delivery.

    Section 4.  Transfers and Exchanges.  The Warrant Agent
shall transfer, from time to time, the outstanding Warrants upon
the books to be maintained by the Warrant Agent for that purpose,
upon surrender thereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer.  Upon any
such transfer, a new Warrant shall be issued to the transferee
and the surrendered Warrant shall be canceled by the Warrant
Agent.  Warrants so canceled shall be delivered by the Warrant
Agent to the company from time to time upon request.  Warrants
may be exchanged at the option of the holder thereof, when
surrendered at the office of the Warrant Agent, for another
Warrant, or other Warrants of different denominations, of like
tenor and representing in the aggregate the right to purchase a
like number of shares of Common Stock.

    Section 5.  Exercise of Warrants.  Subject to the
provisions of this Agreement and prior to the fifth anniversary
of the date of the Prospectus (the "Expiration Date"), each
registered holder of Warrants shall have the right to purchase
from the Company (and the Company shall issue and sell to such
registered holder of Warrants) the number of fully paid and
non-assessable shares of Common Stock, upon surrender to the
Company at the office of the Warrant Agent of such Warrants, with
the form of election to purchase on the reverse thereof duly
filled in and signed, and upon payment to the Company of the
Warrant Price, as defined and determined in accordance with the
provisions of Sections 9 and 10 of this Agreement, for the
securities in respect of which such Warrants are then exercised. 
Payment of such Warrant Price shall be made in cash or by
certified check or bank draft to the order of the Company.  No
adjustment shall be made for any cash dividends on any shares of
Common Stock issuable upon exercise of a Warrant.  Subject to
Section 6 hereof, upon such surrender of Warrants, and payment of
the Warrant Price as aforesaid, a certificate or certificates for
the number of full shares of Common Stock so purchased upon the
exercise of such Warrants shall be issued to the registered
holder of such Warrants or, upon the written order of such
registered holder, in such name or names as such registered
holder may designate.  Such certificate or certificates shall be
deemed to have been issued and any person so designated to be
named therein shall be deemed to have become a holder of record
of such securities as of the date of the surrender of such
Warrants and payment of such Warrant Price as aforesaid;
provided, however, that if at the date of surrender of such
Warrants and payment of such Warrant Price, the transfer books
for the shares of Common Stock or other class of securities
purchasable upon the exercise of such Warrant shall be closed,
the certificates for the shares of Common Stock, if any, in
respect of which such Warrants are then exercised shall be
issuable as of the date on which such books shall be opened
(whether before, on or after, 5:00 P.M. Eastern Time on the
Expiration Date), and until such date the Company shall be under
no duty to deliver any certificate for such securities; provided,
further, however, that such transfer books, unless otherwise
required by law or by applicable rule of any national securities
exchange, shall not be closed at any one time for a period longer
than 20 days.  The rights of purchase represented by the Warrants
shall be exercisable, at the election of the registered holders
thereof, either as an entirety or from time to time for part only
of the securities specified therein and, in the event that any
Warrant is exercised in respect of less than all of the
securities specified therein at any time prior to the date of
expiration of the Warrant, a new Warrant or Warrants will be
issued to such registered holder for the remaining number of
securities specified in the Warrant so surrendered, and the
Warrant Agent is hereby irrevocably authorized to countersign and
to deliver the required new Warrants pursuant to the provisions
of this Section 5 and of Section 3 hereof, and the Company,
whenever requested by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for
such purpose.  The Common Stock and Warrants comprising the Units
will be immediately detachable and separately transferable upon
issuance.

    Section 6.  Payment of Taxes.  The Company will pay any
documentary stamp taxes attributable to the initial issuance of
securities issuable upon the exercise of the Warrants; provided,
however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in
the issue or delivery of any certificates for securities in a
name other than that of the registered holder of Warrants in
respect of which such securities are issued, and in such case
neither the Company nor the Warrant Agent shall be required to
issue or deliver any certificate for securities or any Warrant
until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company's
satisfaction that such tax has been paid.

    Section 7.  Mutilated or Missing Warrants.  In case any of
the Warrants shall be mutilated, lost, stolen, or destroyed, the
Company may in its discretion issue and the Warrant Agent shall
countersign and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or
interest, but only upon receipt of evidence satisfactory to the
Company and the Warrant Agent of such loss, theft or destruction
of such Warrant and, in the case of a lost, stolen or destroyed
Warranty indemnity, if requested, also satisfactory to them. 
Applicants for such substitute Warrants shall also comply with
such other reasonable regulations and pay such reasonable charges
as the Company or the Warrant Agent may prescribe.

    Section 8.  Reservation of Common Stock.  There have been
reserved and the Company shall at all times keep reserved, out of
the Company's authorized and unissued shares of Common Stock, a
number of shares sufficient to provide for the exercise of the
rights of purchase represented by the Warrants, and the Transfer
Agent for the shares of Common Stock and every subsequent
transfer agent for the shares of the Company's capital stock
issuable upon the exercise of any of the rights of purchase
aforesaid are hereby irrevocably authorized and directed at all
times to reserve such number of authorized and unissued shares as
shall be required for such purpose.  The Company agrees that all
shares of Common Stock issued upon exercise of the Warrants shall
be, at the time of delivery of the certificates for such shares
of Common Stock, validly issued and outstanding, fully paid and
non-assessable and shall be listed on any national securities
exchange, including Nasdaq National Market System or Nasdaq
SmallCap National Market System, upon which the other shares of
Common Stock are then listed.  The Company will keep a copy of
this Agreement on file with the Transfer Agent for the shares of
Common Stock and with every subsequent transfer agent for any
shares of the Company's capital stock issuable upon the exercise
of the rights of purchase represented by the Warrants.  The
Warrant Agent is hereby irrevocably authorized to requisition
from time to time from such Transfer Agent stock certificates
required to honor outstanding Warrants.  The Company will supply
such Transfer Agent with duly executed stock certificates for
such purpose.  All Warrants surrendered in the exercise of the
rights thereby evidenced shall be canceled by the Warrant Agent
and shall thereafter be delivered to the Company, and such
canceled Warrants shall constitute sufficient evidence of the
number of shares of Common Stock and other securities which have
been issued upon the exercise of such Warrants.  Promptly after
the date of expiration of the Warrants, the Warrant Agent shall
certify to the Company the total aggregate amount of
unexercisable Warrants then outstanding, and thereafter no shares
of Common Stock shall be subject to reservation in respect to
such Warrants which shall have expired.

    Section 9.  Warrant Price.  The Warrant price (the "Warrant
Price") at which Common Stock shall be purchasable pursuant to
the Warrants shall be $7.50 per share.  After the Expiration
Date, any warrants which have not been exercised will be void.

    Section 10.  Adjustments.  Subject and pursuant to the
provisions of this Section 10, the Warrant Price, number and kind
of securities purchasable upon exercise of the Warrants shall be
subject to adjustment from time to time if any of the following
circumstances shall occur after the initial issuance of the
Units, all as hereinafter set forth:

         (a)  If the Company shall at any time subdivide its
outstanding shares of Common Stock by recapitalization,
reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to
its stockholders, the number of shares of Common Stock
purchasable upon exercise of the Warrants immediately prior to
such subdivision shall be proportionately increased in each
instance, and if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization,
reclassification or combination thereof, the number of shares of
Common Stock purchasable upon exercise of the Warrants
immediately prior to such combination shall be proportionately
decreased in each instance.  Any such adjustment to the Warrant
Price pursuant to Section 10(c) herein shall be effective at the
close of business on the effective date of such subdivision or
combination or, if any adjustment is the result of a stock
dividend or distribution, then the effective date for such
adjustment based thereon shall be the record date therefor.

         (b)  If the Company after the date hereof shall
distribute to all of the holders of its shares of Common Stock
securities (except as provided in the preceding paragraph of this
Section 10) or other assets (other than a distribution made as a
dividend payable out of earnings or out of any earned surplus
legally available for dividends under the laws of the
jurisdiction of incorporation of the Company), the Board of
Directors shall be required to make such equitable adjustment in
the Warrant Price, in the securities issuable thereunder, or
both, as in effect immediately prior to the second date of such
distribution as may be necessary to preserve to the holders of
the Warrants rights substantially proportionate to those enjoyed
hereunder by such holder immediately prior to the happening of
such distribution.  Any such adjustment shall become effective as
of the day following the record date for such distribution.

         (c)  Whenever the number of shares of Common Stock
purchasable upon the exercise of any of the Warrants is required
to be adjusted as provided in Section 10(a), the Warrant Price
shall be adjusted (to the nearest cent) in each instance by
multiplying such Warrant Price immediately prior to such
adjustment by a fraction (i) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise of
the Warrants, immediately prior to such adjustment, and (ii) the
denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.

         (d)  In case of any reclassification of the
outstanding shares of Common Stock, other than a change covered
by Section 10(a) hereof or which solely affects the par value of
such shares of Common Stock, or in the case of any merger or
consolidation of the Company with or into the Corporation (other
than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any
reclassification or capital reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance
to another corporation of the property of the Company as an
entirety or substantially as an entirety in connection with which
the Company is dissolved, the holders of the Warrants shall have
the right thereafter (until the expiration of the rights of
exercise of the Warrants) to receive hereunder immediately prior
to such event, the kind and amount of shares of stock or other
securities or property receivable upon such reclassification,
capital reorganization, merger or consolidation, or upon the
dissolution following any sale or other transfer, which a holder
of the number of shares of Common Stock of the Company would
obtain upon exercise of the Warrants immediately prior to such
event; and if any reclassification also results in a change in
shares of Common Stock covered by Section 10(a) herein, then such
adjustment shall be made pursuant to both Section 10(a) herein
and this Section 10(d).  The provisions of this Section 10(d)
shall similarly apply to successive reclassifications, or capital
reorganizations, mergers or consolidations, sales or other
transfers.

         (e)  In  case of the dissolution, liquidation or
winding-up of the Company, all rights under any of the Warrants
not redeemed or expired by their terms shall terminate on a date
fixed by the Company, such date so fixed to be not earlier than
the date of the commencement of the proceedings for such
dissolution, liquidation or winding-up and not later than 30 days
after such commencement date.  Notice of such termination of
purchase rights shall be given to the registered holders of the
Warrants as the same shall appear on the books of the company
maintained by the Warrant Agent, by registered mail at least 30
days prior to such termination  date.

         (f)  In case the Company shall, at any time prior to
the Expiration Date of the Warrants, and prior to the exercise
thereof, offers to the holders of its Common Stock any rights to
subscribe for additional shares of any class of the Company, then
the Company shall give written notice thereof to the registered
holders of the Warrants not less than 30 days prior to the date
on which the books of the Company are closed or a record date
fixed for the determination of stockholders entitled to such
subscription rights.   Such notice shall specify the date as to
which the books shall be closed or record date be fixed with
respect to such offer or subscription, and the right of the
holders to participate in such offer  or subscription  shall
terminate if the Warrants shall not be exercised on or before the
date of such closing of the books or such record date.

         (g)  If the Company after the date hereof shall take
any action affecting  the shares of its Common Stock, other than
action described in this Section 10, which, in the opinion of the
Board of Directors of the Company, would materially affect the
rights of the holders of the Warrants, the Warrant Price, and the
number of shares of Common Stock purchasable upon exercise of the
Warrants shall be adjusted in each instance and at such time as
the Board of Directors of the Company, in good faith, may
determine to  be equitable under the  circumstances.

           (h)   The form of Warrants need not be changed
because of any change pursuant to this Section 10, and Warrants
issued after any such change may state the same nominal Warrant
Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement, without altering the
rights of registered holders of the Warrants to claim the benefit
of changes pursuant to this Section 10.  However, the Company may
at any time in its sole discretion (which shall be conclusive)
make any change in the form of Warrants that the Company may deem
appropriate and that does not affect the  substance thereof; and
any Warrants thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise,
may be in the form as so changed.

      Section  11.     Fractional Interest.  The Company shall
not be required to issue fractions of shares of Common Stock on
the exercise of Warrants.  Final fractions of shares amounting to
less than one-half of a share shall be disregarded.  Final
fractions of a share amounting to one-half a share or more shall
be rounded upward to the nearest whole share.

      Section 12.Notices to Warrantholders.  

           (a)   Upon any adjustment of the Warrant Price and
the number of shares issuable on exercise of a Warrant, then and
in each such case the Company shall give written  notice thereof
to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the  increase or decrease, if
any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation
is based.
      
           (b)   In case at any time:
                             
                 (i)   the Company shall pay any dividends
payable in stock upon its Common Stock or make any distribution
(other than regular cash dividends) including any distribution of
assets as a liquidating or partial liquidating dividend to the
holders of its Common Stock;

                 (ii)  the Company shall offer for subscription
pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights;

                 (iii) there shall be any capital reorganization
or any stock split,  stock distribution, combination or
reclassification of the capital stock of the Company, or any
consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation; or

                 (iv)  there shall be a voluntary or involuntary
dissolution,  liquidation, or winding-up or the Company;

then, in any one or more such cases, the Company shall give
written notice to each registered  holder of Warrants, and
publish the same in the manner set forth in this Section 12, of
the date on which (i) the books of the Company shall close or a
record shall be taken for purposes of any such dividend,
distribution, stock split, or subscription rights, or (ii)  such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up shall take place, as the
case may be.   Such notice shall also specify the date as of
which the holders of Common Stock of record shall date as of
which the holders of Common Stock of record shall participate in
such dividend, distribution, or subscription rights, or shall be
entitled to exchange their Common Stock for securities or other
property  deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or
winding-up as the case may be.   Such notice shall be given at
least 30 days prior to the action in question and not less than
30 days prior to the record date or the date on which the
Company's transfer books are closed in respect thereof.   Failure
to give such notice, or any defect therein, shall not affect the
legality or validity of any of the matters set forth in this
Section 12 inclusive.

           (c)   The Company shall cause copies of all financial
statements and reports, proxy statements and other documents as
it shall send to its stockholders to be sent by first-class mail,
postage prepaid, on the date of mailing to such stockholders, to
each registered holder of Warrants at his address appearing on
the Warrant register as of the record date for the determination
of the stockholders entitled to such documents.

      Section 13.  Disposition of Proceeds on Exercise of
Warrants.

           (a)   The Warrant Agent shall promptly forward to the
Company all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of the Warrants.

           (b)   The Warrant Agent shall keep copies of this
Agreement available for inspection by holders of Warrants during
normal business hours.

      Section 14.  Redemption of Warrants.  The Warrants are
redeemable by the Company beginning one year from the date of the
Prospectus and prior to the Expiration Date upon 30 days' written
notice, at a redemption price of $.05 per Warrant, provided that
prior to the redemption the market price for the Common Stock
issuable upon exercise of a Warrant shall equal or exceed $8.50
per share for 30 consecutive business days ending within 15 days
prior to the date on which the notice of redemption is given. 
Market price for the purpose of this Section 14 shall mean the
average of the highest bid and lowest ask prices as reported by
the National Quotation Bureau, Inc., or the average of closing
bid and ask prices, as reported by Nasdaq, if the Common Stock is
quoted on Nasdaq, or, if the Common Stock is listed on a national
securities exchange or on the Nasdaq National Market System,
shall be determined by the closing sales price on the primary
exchange on which the Common Stock is traded or on the National
Market System.  Prior to redeeming the Warrants, the Company
shall furnish a certificate to the Warrant Agent, signed by an
executive officer, certifying as to fulfillment of the aforesaid
condition.  If the Company shall elect to redeem Warrants as
permitted by this Section 14, notice of redemption shall be given
to the holders of all outstanding Warrants to whom the redemption
shall apply by mailing by first-class mail a notice of such
redemption, not less than 30 nor more than 60 days prior to the
date fixed for redemption, to their last addresses as they shall
appear upon the registry books, but failure to give such notice
by mailing to the holder of any Warrant, or any defect therein,
shall not affect the legality or validity of the proceedings for
the redemption of any other Warrants.  The notice of redemption
to each holder of Warrants shall specify the date fixed for
redemption and the redemption price at which Warrants are to be
redeemed, and shall state that payment of the redemption price of
the Warrants will be made at the office of the Warrant Agent upon
presentation and surrender of such Warrants, and shall also state
that the right to exercise the Warrants so redeemed will
terminate as provided in this Agreement (stating the date of such
termination) and shall state the then current Warrant Price.  If
the giving of notice of redemption shall have been completed as
above provided, and if funds sufficient for the redemption of the
Warrants shall have been deposited with the Warrant Agent for
such purpose, the right to exercise the Warrants shall terminate
at the close of business on the business day preceding the date
fixed for redemption, and the holder of each Warrant shall
thereafter be entitled upon surrender of his Warrant only to
receive the redemption price thereof, without interest.

      Section 15.  Merger or Consolidation or Change of Name of
Warrant Agent.  Any corporation or company which may succeed to
the business of the Warrant Agent by any merger or consolidation
or otherwise to which the Warrant Agent shall be a party, or any
corporation or company succeeding to the corporate trust business
of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided
that such corporation would be eligible for appointment as a
successor Warrant Agent under the provisions of Section 17
hereof.  In case, at the time such successor to the Warrant Agent
shall succeed to the agency created by this Agreement, any of the
Warrants shall have been countersigned but not delivered, any
such successor to the Warrant Agent may adopt the
counter-signature of the original Warrant Agent and deliver such
Warrants so countersigned; and in case at that time any of the
Warrants shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrants; and in all such
cases such Warrants shall have the full force provided in the
Warrants and in this Agreement.

      In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been
countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrants so
countersigned; and in case at that time any of the Warrants shall
have been countersigned, the Warrant Agent may countersign such
Warrants either in its prior name or in its changed name; and in
all such cases such Warrants shall have the full force provided
in the Warrants and in this Agreement.

      Section 16.  Duties of Warrant Agent.  The Warrant Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Warrants, by their acceptance hereof,
shall be bound:

           (a)   The statements of fact and recitals contained
herein and in the Warrants shall be taken as statements of the
Company, and the Warrant Agent assumes no responsibility for the
correctness of any of the same except such as describe the
Warrant Agent or action taken or to be taken by it.  The Warrant
Agent assumes responsibility with respect to the distribution of
the Warrants except as herein expressly provided.

           (b)   The Warrant Agent shall not be responsible for
any failure of the Company to comply with any of the covenants
contained in this Agreement or in the Warrants to be complied
with by the Company.

           (c)   The Warrant Agent may consult at any time with
counsel satisfactory to it (who may be counsel for the Company)
and the Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant in respect of any
action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of such counsel.

           (d)   The Warrant Agent shall incur no liability or
responsibility to the Company or with respect to any notice,
resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

           (e)   The Company agrees to pay to the Warrant Agent
reasonable compensation for all services rendered by the Warrant
Agent in the execution of this Agreement, to reimburse the
Warrant Agent for all expenses, taxes and governmental charges
and other charge of any kind and nature incurred by the Warrant
Agent in the execution of this Agreement, and to indemnify the
Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the
execution of this Agreement except as a result of the Warrant
Agent's negligence, willful misconduct or bad faith.

           (f)   The Warrant Agent shall be under no obligation
to institute any action, suit or legal proceeding or to take any
other action likely to involve expenses unless the Company or one
or more registered holders of Warrants shall furnish the Warrant
Agent with reasonable security and indemnity for any Costs and
expenses which may be incurred, but this provision shall not
affect the power of the Warrant Agent to take such action as the
Warrant Agent may consider proper, whether with or without any
such security or indemnity.  All rights of action under this
Agreement or under any of the Warrants may be enforced by the
Warrant Agent without the possession of any of the Warrants or
the production thereof at any trial or other proceeding relative
thereto, and any such action, suit or proceeding instituted by
the Warrant Agent shall be brought in its name as Warrant Agent,
and any recovery of judgment shall be for the ratable benefit of
the registered holders of the Warrants, as their respective
rights or interests may appear.

           (g)   The Warrant Agent and any stockholder,
director, officer, partner or employee of the Warrant Agent may
buy, sell or deal in any of the Warrants or other securities of
the Company or become pecuniarily interested in any transaction
in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were
not Warrant Agent under this Agreement.  Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.

           (h)   The Warrant Agent shall act hereunder solely as
agent and not in a ministerial capacity, and its duties shall be
determined solely by the provisions hereof.  The Warrant Agent
shall not be liable for anything which it may do or refrain from
doing in connection with this Agreement except for its own
negligence, willful misconduct or bad faith.

           (i)   The Warrant Agent may execute and exercise any
of the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys, agents or
employees, and the Warrant Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of such
attorneys, agents or employees or for any loss to the Company
resulting from such neglect or misconduct, provided reasonable
care has been exercised in the selection and continued employment
thereof.

           (j)   Any request, direction, election, order or
demand of the Company shall be sufficiently evidenced by an
instrument signed in the name of the Company by its Chairman of
the Board, President or a Vice President or its Secretary or an
Assistant Secretary or its Treasurer or an Assistant Treasurer
(unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be
evidenced to the Warrant Agent by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company.

      Section 17.  Change of Warrant Agent.  The Warrant Agent
may resign and be discharged from its duties under this Agreement
by giving to the Company notice in writing, and to the holders of
the Warrant notice by mailing such notice to holders at their
addresses appearing on the Warrant register, of such resignation,
specifying a date when such resignation shall take effect.  The
Warrant Agent may be removed by like notice to the Warrant Agent
from the Company and by like mailing of notice or be removed or
shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent.  If the Company shall
fail to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated
Warrant Agent or by the registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the
Company), then the registered holder of any Warrant may apply to
any court of competent jurisdiction for the appointment of a
successor to the Warrant Agent.  Any successor warrant agent,
whether appointed by the Company or by a court, shall be a bank
or trust company, in good standing, incorporated under the laws
of any state or the United States of America.  After appointment,
the successor warrant agent shall be vested with the same powers,
rights, duties an responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the
former Warrant Agent shall deliver and transfer to the successor
warrant agent all canceled Warrants, records and property at the
time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose. 
Failure to file or mail any notice provided for in this Section,
however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Warrant Agent or
the appointment of the successor warrant agent, as the case may
be.

      Section 18.  Identity of Transfer Agent.  Forthwith upon
the appointment of any Transfer Agent for the shares of Common
Stock or of any subsequent transfer agent for shares of Common
Stock or other shares of the Company's capital stock issuable
upon the exercise of the rights of purchase represented by the
Warrants, the Company will file with the Warrant Agent a
statement setting forth the name and address of such Transfer
Agent.

      Section 19.  Notices.  Any notice pursuant to this
Agreement to be given or made by the Warrant Agent or by the
registered holder of any Warrant to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing by
the Company with the Warrant Agent) as follows:

                 Paradigm Medical Industries, Inc.
                 1772 West 2300 South
                 Salt Lake City, Utah 84119

Any notice pursuant to this Agreement to be given or made by the
Company or by the registered holder of any Warrant to or on the
Warrant Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the
Company) as follows:

                 Continental Stock Transfer & Trust Company
                 2 Broadway
                 New York, New York  10004

      Section 20.Supplements and Amendments.  The Company and
the Warrant Agent may from time to time supplement or amend this
agreement in order to cure any ambiguity or correct or supplement
any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising
hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not be inconsistent with
the provisions of the Warrants and which shall not adversely
affect the interest of the holders of Warrants.

      Section 21.Successors.  All the covenants and provisions
of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.

      Section 22.Utah Contract.  This Agreement and each Warrant
issued hereunder shall be deemed to be a contract made under the
laws of the State of Utah and for all purposes shall be construed
in accordance with the laws of said State.

      Section 23.Benefits of this Agreement.  Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, the Warrant Agent and the registered
holders of the Warrants any legal or equitable right, remedy or
claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company, the Warrant Agent and
the registered holders of the Warrants.

      Section 24.  Counterparts.  This Agreement may be executed
in any number of counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

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

                             PARADIGM MEDICAL INDUSTRIES, INC.

           
                             By:   Thomas F. Motter
                             Its:  President & CEO
                                        (Title)
                             Date: July 22, 1996


                                  CONTINENTAL STOCK TRANSFER 
                                     & TRUST COMPANY


                             By:  Michael J. Nelson
                             Its: President
                                        (Title)

                             Date: July 22, 1996