THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT
BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED
EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH
RESPECT TO THESE SECURITIES OR (ii) PURSUANT TO A SPECIFIC
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY
UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF
COUNSEL TO THE BORROWER, AS DEFINED BELOW, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE BORROWER, THAT THE PROPOSED
DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE
SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR OTHER
STATE SECURITIES LAW.


               PARADIGM MEDICAL INDUSTRIES, INC.

        12% Convertible, Redeemable Promissory Note


$25,000                                       December 8, 1997

     The transferability of this 12% Convertible, Redeemable
Promissory Note (the "Note") is restricted as provided in Section
3 below.

     FOR VALUE RECEIVED, Paradigm Medical Industries, Inc., a
Delaware corporation (the "Borrower"), hereby promises to pay to
the order of Mark S. Richardson, and to any subsequent holders
hereof (collectively, the "Payee"), the principal sum of
Twenty-five Thousand Dollars ($25,000) together with interest on
the unpaid principal balance from and including the date hereto
and including the date upon which the principal shall have been
paid in full, at the rate of twelve percent (12%) per annum.  The
principal on this Note shall be payable upon the Maturity Date
(as defined below).  All accrued and unpaid interest shall be due
and payable semi-annually on each six-month anniversary of the
initial closing (the "Initial Closing Date") of the offering (the
"Offering") of the Note or upon conversion or redemption. 
Interest shall be calculated on the basis of actual elapsed days
in a year of 360 days.  The Note may be redeemed prior to
maturity at 112% of the face value of the Note, together with
accrued interest thereon, upon 30 days' written notice to the
Payee at any time after (i) the 30-day anniversary of the
effective date of the registration statement to register the
shares of the Borrower's Common Stock, $.001 par value per share
(the "Common Stock"), issuable to the Payee upon conversion of
the Note, and (ii) the average closing price of the Common Stock
for the 20-day period immediately prior to the date on which
notice of redemption is given by the Borrower to the Payee is at
least $3.50 per share. 

     The principal amount of the Note together with all accrued,
unpaid interest shall be due and payable on December 8, 2000 (the
"Maturity Date"), unless sooner redeemed in the manner set forth
above, or converted to one share of the Common Stock for each
$2.00 principal amount of the Note (the "Conversion Price") at
any time upon the option of the Payee by written notice to the
Borrower prior to repayment of the Note.

     The Borrower shall also undertake to file a registration
statement with the Securities and Exchange Commission to register
the shares of Common Stock issuable to the Payee upon conversion
of the Note within 45 days of the initial closing of the Offering
and shall use its best efforts to have such registration
statement declared effective as soon as possible and to keep such
registration statement current until such time as the shares of
the Common Stock issuable upon conversion of the Note are freely
tradeable pursuant to Rule 144(k) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), all at
the Borrower's cost and expense (except commissions or discounts
and attorney's fees and costs of the Payee).

     In addition, the Borrower shall pay to the Payee, upon
demand, interest on any overdue principal and, to the extent
permitted by law, overdue installments of interest, at a rate of
interest equal to 15% per annum.  Any amounts of principal and/or
interest not paid when due hereunder shall continue to be due and
payable by the Borrower, on each day immediately following the
date of such failure of payment, until such amounts shall have
been paid in full.

     This Note is issued pursuant to that certain Subscription
Agreement and Investment Representation submitted November 11,
1997 (the "Subscription Agreement"), by and between the Borrower
and Payee.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the
Subscription Agreement.  Neither this reference to the
Subscription Agreement nor any provision thereof shall affect or
impair the absolute and unconditional obligation of the Borrower
to pay the principal of and interest on this Note as provided
herein.

     All payments of principal and interest hereunder shall be
made by the Borrower in lawful money of the United States of
America in immediately available funds not later than 5:00 p.m.,
Mountain Time on the date each such payment is due in accordance
with this Note.  Whenever any payment on this Note shall be
stated to be due on a Saturday, Sunday or a day on which banking
institutions in Salt Lake City, Utah are authorized or obligated
by law, regulation or executive order to remain closed (a "Legal
Holiday"), such payment shall be made on the next succeeding day
which is not a Legal Holiday and such extension of time shall not
be included in the computation of the payment of interest on this
Note.

     In case an Event of Default, as defined below, shall occur
and be continuing, the principal of and accrued interest on this
Note may be declared due and payable.

     The holder of this Note is not entitled, as such, to
receive dividends or other distributions, receive notice of any
meeting of the stockholders, consent to any action of the
stockholders, or to any other rights as a stockholder of the
Borrower.

     1.   The Notes: This Note is one of several promissory
notes (the "Notes") made and issued by the Borrower in an
aggregate principal amount of up to $2,000,000, pursuant to the
terms and subject to the conditions of Subscription Agreements by
and among the Borrower and certain investors, providing for all
of the terms and conditions set forth herein.  Reference is made
to the Subscription Agreements for agreements of the parties
applicable to this Note.

     2.   Covenants: The Borrower covenants and agrees that so
long as any of the Notes shall be outstanding and unpaid:

          2.1  Payment of Notes.  The Borrower will punctually
pay or cause to be paid the Principal Amount and interest on this
Note.  Any sums required to be withheld from any payment of
Principal Amount, or interest on this Note by operation of law or
pursuant to any order, judgment, execution, treaty, rule or
regulation may be withheld by the Borrower and paid over in
accordance therewith.

          Nothing in this Note or in any other agreement
between the Payee and the Borrower shall require the Borrower to
pay, or the Payee to accept, interest in an amount which would
subject the Payee to any penalty or forfeiture under applicable
law.  In the event that the payment of any charges, fees or other
sums due under this Note, or provided for in any other agreement
between the Borrower and the Payee are or could be held to be in
the nature of interest and would subject the Payee to any penalty
or forfeiture under applicable law, then ipso facto the
obligations of the Borrower to make such payment to the Payee
shall be reduced to the highest rate authorized under applicable
law and, in the event that the Payee shall have ever received,
collected, accepted or applied as interest any amount in excess
of the maximum rate of interest permitted to be charged by
applicable law, such amount which would be excess interest under
applicable law shall be applied first to the reduction of
principal then outstanding, and, second, if such principal amount
is paid in full, any remaining excess shall forthwith be returned
to the Borrower.

          2.2  Maintenance of Corporate Existence; Merger and
Consolidation.  The Borrower will at all times cause to be done
all things necessary to preserve and keep in full force and
effect its corporate existence and all of its rights and
franchises and shall not be consolidated with or merged into any
other corporation or transfer all or substantially all of its
assets to any person unless (i) the survivor of such merger or
consolidation is the Borrower or (ii) the corporation formed by
such corporation or into which the Borrower is merged or to which
the assets of the Borrower are transferred is a corporation which
expressly assumes all of the obligations of the Borrower under
the Notes, and (iii) after giving effect to such transaction, no
Event of Default (as hereinafter defined) and no event which,
after notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing.

          2.3  Maintenance of Properties.  The Borrower will
reasonably maintain in good repair, working order and condition
its properties and other assets, and from time to time make all
reasonably necessary or desirable repairs, renewals and
replacements thereto.

          2.4  Payment of Taxes.  The Borrower will pay or
cause to be paid, set aside for payment or discharge, before the
same shall become delinquent, all taxes, assessments and
governmental charges levied or imposed upon the Borrower or upon
its income, profits or property; provided, however, that the
Borrower shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

          2.5  Compliance with Statutes.  The Borrower will
comply in all material respects with all applicable statutes and
regulations of the United States of America and of any state or
municipality, and of any agency thereof, in respect of the
conduct of business and the ownership of property by the
Borrower; provided, however, that nothing contained in this
Section 2.5 shall require the Borrower to comply with any such
statute or regulation so long as its legality or applicability
shall be contested in good faith or where noncompliance will not
have a material adverse effect on the Borrower; and provided
further that an unintentional violation of this covenant done in
good faith or inadvertently shall not be deemed an Event of
Default under Section 4 hereof.

          2.6  Limitation on Dividend Payments.  The Borrower
will not, and will not permit any subsidiaries, if any, to
declare or make any dividend payment at any time so long as Notes
are outstanding.

          2.7  Prohibition on Changes to Executive
Compensation. The Borrower will not increase any executive
officer's compensation from the existing compensation level at
the time of the Initial Closing of the Notes so long as the Notes
are outstanding.

     3.   Restrictions Upon Transferability.  This Note has not
been registered under the Securities Act, and may not be offered,
sold, pledged, hypothecated, assigned or transferred except (i)
pursuant to a registration statement under the Securities Act
which has become effective and is current with respect to this
Note, or (ii) pursuant to a specific exemption from registration
under the Securities Act but only upon a Payee hereof first
having obtained the written opinion of counsel to the Borrower,
or other counsel reasonably acceptable to the Borrower, that the
proposed disposition is consistent with all applicable provisions
of the Securities Act as well as any applicable "blue sky" or
other state securities law.

     4.   Events of Default and Remedies.  An "Event of
Default" shall occur if:

          4.1  Payment of Notes.  The Borrower defaults in the
payment of Principal Amount or interest of this Note, when and as
the same shall become due and payable whether at maturity
thereof, or by acceleration or otherwise, which default shall
continue uncured for a period of thirty (30) days from the date
thereof, or

          4.2  Bankruptcy, Insolvency, etc.  The Borrower
shall file or consent by answer or otherwise to the entry of an
order for relief or approving a petition for relief,
reorganization or arrangement or any other petition in bankruptcy
for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or shall make an assignment
for the benefit of its creditors, or shall consent to the
appointment of a custodian, receiver, trustee or other officer
with similar powers of itself or of any substantial part of its
property, or shall be adjudicated a bankrupt or insolvent, or the
Board of Directors or shareholders of the Borrower shall
authorize any of the foregoing, or if a court or Governmental
authority of competent jurisdiction shall enter an order
appointing a custodian, receiver, trustee or other officer with
similar powers with respect to the Borrower or any substantial
part of its property, or an order for relief or approving a
petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law, or an order for the dissolution,
winding up or liquidation of the Borrower, or if any such
petition shall be filed against the Borrower and such petition
shall not be dismissed within sixty (60) days.

          4.3  Remedies.  In case an Event of Default shall
occur and be continuing (after giving affect to applicable "cure"
provisions provided for herein), the Payee of the Note may
declare by notice in writing to the Borrower all unpaid Principal
Amount and accrued interest on the Note to be due and payable
immediately.

     5.   Conversion Rights.

          (a)  If this Note is converted pursuant to the terms
and conditions as set forth above, the holder of this Note shall
surrender the instrument representing the Note being converted to
the Borrower at its principal office.  As promptly as practicable
after the conversion date, the Borrower shall issue and shall
deliver to the holder of the Note being converted, a certificate
or certificates as it may request for the number of full shares
of Common Stock issuable upon the conversion of this Note in
accordance with the provisions of this paragraph (a) and in cash
as provided in paragraph (b), in respect of any fraction of a
share of Common Stock issuable upon such conversion.  Such
conversion shall be deemed to have been effected immediately
prior to the close of business on the date of the conversion (the
"Conversion Date"), and at such time the rights of the holder of
the Note shall cease and the person or entity in whose name or
names any certificate or certificates for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have
become the holder of record of shares of Common Stock represented
thereby.

          (b)  No fractional shares of Common Stock or scrip
representing fractional shares shall be issued upon conversion of
this Note.  Instead of any fractional shares of Common Stock
which would otherwise be issuable upon conversion of this Note,
the Borrower shall pay to the holder of this Note which is
converted a cash adjustment in respect of such fraction in an
amount equal to the same fraction of the market price per share
of the Common Stock (as determined in a manner determined by the
Board of Directors) at the close of business on the Conversion
Date.

     6.   Anti-Dilution Adjustments.
     
          (a)  The Conversion Price of the Note shall be
subject to adjustment from time to time as follows:

               (i)  If the Borrower shall issue, after the
Initial Closing Date, any Additional Stock (as hereinafter
defined) without consideration or for a consideration per share
less than the Conversion Price for the Note in effect immediately
prior to the issuance of such Additional Stock, the Conversion
Price in effect immediately prior to each such issuance shall
forthwith be reduced to an amount equal to such lower purchase
price for such Additional Stock (or in the case of options and
similar securities, the consideration received for the option and
to be received upon exercise of such option), or, if for no
consideration, $.01.

               (ii) "Additional Stock" as used herein shall
mean any shares of Common Stock issued (or deemed to have been
issued) or rights, warrants, options or other exchangeable
securities convertible into Common Stock (including shares of
Common Stock held in the Borrower's Treasury) by the Borrower
after the date hereof other than:

                    (A)  Common Stock issued or issuable
upon conversion of the Note;

                    (B)  Common Stock issuable or issued to
employees, advisors, consultants or outside directors of the
Borrower directly or pursuant to the Borrower's stock option
plans and restricted stock plans approved by the Borrower's Board
of Directors and existing as of the date hereof, but only to the
extent of the number of shares of Common Stock authorized to be
issued under such plans as of the date hereof; and

                    (C)  Common Stock issued to employees,
advisors, consultants or outside directors of the Borrower not
exceeding 25,000 shares in the aggregate for a consideration per
share greater than or equal to $2.00.

               (iii)Except to the limited extent provided for
in Section 6(a) (viii) hereof, no adjustment of such Conversion
Price pursuant to this Section 6 shall have the effect of
increasing the Conversion Price for the Note above the Conversion
Price for the Note in effect immediately prior to such
adjustment.

               (iv) No adjustment in the Conversion Price for
the Note shall be required unless such adjustment would require
an increase or decrease of at least one cent ($0.01) in such
conversion Price; provided, however, that any adjustments which
by reason of this Section 6(a) (iv) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment required to be made hereunder.  All calculations under
this Section 6 shall be made to the nearest one cent ($0.01). In
the case of the issuance of Common Stock for cash, the
consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions
or other expenses allowed, paid or incurred by the Borrower for
any underwriting or otherwise in connection with the issuance and
sale thereof.

               (v)  In the case of the issuance of Common
Stock for a consideration in whole or in part other than cash,
the consideration other than cash shall be deemed to be the fair
value thereof as determined in good faith by the Borrower's Board
of Directors.

               (vi) In the case of the issuance (whether
before, on or after the Initial Closing Date) of options to
purchase or rights to subscribe for Common Stock, securities by
their terms convertible into or exchangeable for Common Stock or
options to purchase or rights to subscribe for such convertible
or exchangeable securities, the following provisions shall apply
for all purposes of this Section 6:

                    (A)  The aggregate maximum number of
shares of Common Stock deliverable upon exercise (assuming the
satisfaction of any conditions to exercisability including,
without limitation, the passage of time, but without taking into
account potential antidilution adjustments) of such options to
purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were
issued and for a consideration equal to the consideration
(determined in the manner provided in Section 6(a) (v) and this
Section 6 (a) (vi) hereof), if any, received by the Borrower upon
the issuance of such options or rights plus the minimum exercise
price provided in such options or rights (without taking into
account potential antidilution adjustments) for the Common Stock
covered thereby.

                    (B)  The aggregate maximum number of
shares of Common Stock deliverable upon conversion of or in
exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability including, without limitation,
the passage of time, but without taking into account potential
antidilution adjustments) for any such convertible or
exchangeable securities or upon the exercise of options to
purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange
thereof, shall be deemed to have been issued at the time such
securities were issued or such options or rights were issued and
for a consideration equal to the consideration, if any, received
by the Borrower for any such securities and related options or
rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by the Borrower (without
taking into account potential antidilution adjustments) upon the
conversion or exchange of such securities or the exercise of any
related options or rights (the consideration in each case to be
determined in the manner provided in Section 6 (a) (v) and this
Section 6 (a) (vi) hereof)

                    (C)  In the event of any change in the
number of shares of Common Stock deliverable or in the
consideration payable to the Borrower upon exercise of such
options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities (excluding a change
resulting solely from the antidilution provisions thereof if such
change results from an event which gives rise to an antidilution
adjustment under this Section 6, the Conversion Price of the
Note, to the extent in any way affected by or computed using such
options, rights or securities, shall be recomputed to reflect
such change, but no further adjustment shall be made for the
actual issuance of Common Stock or any payment of such
consideration upon the exercise of any such options or rights or
the conversion or exchange of such securities.

                    (D)  Upon the expiration of any such
options or rights, the termination of any such rights to convert
or exchange or the expiration of any options or rights related to
such convertible or exchangeable securities, the Conversion Price
of the Note, to the extent in any way affected by or computed
using such options, rights or securities or options or rights
related to such securities, shall be recomputed to reflect the
issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect)
actually issued upon the exercise of such options or rights, upon
the conversion or exchange of such securities or upon the
exercise of the options or rights related to such securities.

                    (E)  The number of shares of Common
Stock deemed issued and the consideration deemed paid therefor
pursuant to Section 6 (a) (vi) (A) and Section 6 (a) (vi) (B)
hereof shall be appropriately adjusted to reflect any change,
termination or expiration of the type described in either Section
6 (a) (vi) (C) or Section 6 (a) (vi) (D) hereof.

               (vii)In the event the Borrower should at any
time or from time to time after the Initial Closing Date fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other
distribution payable in additional shares of Common Stock or
Common Stock equivalents without payment of any consideration by
such holder for the additional shares of Common Stock or the
Common Stock equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then,
as of such record date (or the date of such dividend
distribution, split or subdivision if no record date is fixed),
the Conversion Price of the Note shall be appropriately decreased
so that the number of shares of Common Stock issuable upon
conversion of the Note shall be increased in proportion to such
increase in the aggregate of shares of Common Stock outstanding
and those issuable with respect to such Common Stock Equivalents.

               (viii)    If the number of shares of Common
Stock outstanding at any time after the Initial Closing Date is
decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the
Conversion Price for the Note shall be appropriately increased so
that the number of shares of Common Stock issuable on conversion
of each Note shall be decreased in proportion to such decrease in
outstanding shares.

          (b)  If at any time or from time to time there shall
be a recapitalization of the Common Stock (other than a
subdivision, combination or merger or sale of assets transaction
provided for elsewhere in this Section 6) , provision shall be
made so that the Payee shall thereafter be entitled to receive
upon conversion of the Note the number of shares of stock or
other securities or property of the Borrower or otherwise, to
which a holder of Common Stock deliverable upon conversion would
have been entitled on such recapitalization.  In any such case,
appropriate adjustment shall be made in the application of the
provisions of this Section 6 with respect to the rights of the
Payee after the recapitalization to the end that the provisions
of this Section 6 (including adjustment of the Conversion Price
for the Note then in effect and the number of shares issuable
upon conversion of the Note) shall be applicable after that event
as nearly equivalent as may be practicable.

          (c)  The Borrower will not, by amendment of its
Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the
Borrower, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 6 and in the
taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the Payee against
impairment.

          (d)  If any capital reorganization or
reclassification of the capital stock of the Borrower, or
consolidation or merger of the Borrower with and into another
corporation, or the sale of all or substantially all of its
assets to another corporation, shall be effected while the Note
is outstanding in such a manner that the holders of Common Stock
shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as a condition
of such reorganization or reclassification, consolidation, merger
or sale, lawful and adequate provision shall be made whereby the
Payee shall thereafter have the right to receive upon the basis
and upon the terms and conditions specified herein and in lieu of
the shares of Common Stock immediately theretofore receivable
upon conversion of the Note, such shares of stock, securities or
assets as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to
the number of shares of such Common Stock immediately theretofore
so receivable had such reorganization or reclassification,
consolidation, merger or sale not taken place, and in such case
appropriate provision shall be made with respect to the rights
and interests of the Payee to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the
Conversion Price of the Note and of the number of shares of
Common Stock issuable upon conversion thereof) shall thereafter
be applicable, as nearly as may be possible, in relation to any
shares of stock, securities or assets thereafter deliverable upon
the conversion of the Note.  The Borrower shall not effect any
such consolidation, merger, or sale unless prior to or
simultaneously with the consummation thereof the survivor or
successor corporation (if other than the Borrower) resulting from
such consolidation or merger with the corporation purchasing such
assets shall assume by written instrument executed and mailed or
delivered to the Payee, the obligation to deliver to the Payee
such shares of stock, securities or assets as, in accordance with
the foregoing provisions, the Payee may be entitled to receive,
and containing the expressed assumption of such successor
corporation of the due and punctual performance and observance of
every provision of the Note and of all liabilities and
obligations of the Borrower hereunder with respect to the Note.

          (e)  (1) No fractional shares shall be issued upon
the conversion of the Note and the number of shares of Common
Stock to be issued shall be rounded to the nearest whole share. 
In lieu of any fractional shares to which the holder would
otherwise be entitled, the Borrower shall make a cash payment
equal to the fair market value of the Common Stock as of two
business days prior to payment (the "Payment Date") multiplied by
such fraction.  Fair market value shall be defined as the closing
bid price of the Common Stock on the Nasdaq SmallCap Market as of
the Payment Date or, if the Common Stock is not trading on the
Nasdaq SmallCap Market, then on the OTC Electronic Bulletin Board
or in the over-the-counter market.

               (2)  Upon the occurrence of each adjustment or
readjustment of the Conversion Price of the Note pursuant to this
Section 6, the Borrower, at its expense, shall promptly compute
such adjustment or readjustment in accordance with the terms
hereof and prepare and furnish to the Payee a statement, signed
by its independent certified public accountants, setting forth
such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based.  The
Borrower shall, upon the written request at any time of the
Payee, furnish or cause to be furnished to such holder a like
certificate setting forth (A) such adjustment and readjustment,
(B) the Conversion Price for the Note at the time in effect, and
(C) the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the
conversion of the Note.

          (f)  In the event of any taking by the Borrower of
a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to
receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities
or property, or to receive any other right, the Borrower shall
mail to the Payee, at least 20 days prior to the date specified
therein, a notice specifying the date on which any such record is
to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend,
distribution or right.

          (g)  The Borrower shall at all times reserve and
keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion
of the shares of the Note, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the
conversion of the Note; and if at any time the number of
authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of the Note, in addition to
such other remedies as shall be available to the Payee, the
Borrower will take such corporate action as may, in the opinion
of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite stockholder
approval of any necessary amendment to these provisions.  The
Borrower shall pay all documentary, stamp or other transactional
taxes attributable to the issuance or delivery of shares of
capital stock of the Borrower upon conversion of the Note;
provided, however, that the Borrower shall not be required to pay
any taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such
shares in a name other than that of the Payee in respect of which
such shares are being issued.  All shares of Common Stock which
may be issued in connection with the conversion provisions set
forth herein will, upon issuance by the Borrower, be validly
issued, fully paid and nonassessable and free from all taxes,
liens or charges with respect thereto.

          (h)  Any notice required by the provisions of this
Section 6 to be given to the Payee shall be deemed given if
deposited in the United States mail, postage prepaid, and
addressed to each holder of record at his address appearing on
the stock books of the Borrower.

     7.   Notice.  Any notice or other communication required
or permitted hereunder shall be in writing and shall be delivered
personally, telegraphed or sent by certified, registered, or
express mail, postage prepaid, and shall be deemed given when so
delivered personally, telegraphed or, if mailed, five (5) days
after the date of deposit in the United States mails, as follows:

     (i)  if to the Borrower, to:

          Paradigm Medical Industries, Inc.
          1772 West 2300 South
          Salt Lake City, Utah 84119
          Attn: John W. Hemmer

          with a copy to:

          Mackey Price & Williams
          170 South Main Street, Suite 900
          Salt Lake City, Utah 84101-1655
          Attn: Randall A. Mackey, Esq.

     (ii) If to the Payee, to the address of such Payee as
shown on the books of the Borrower.

     8.   Waiver.  The Borrower hereby waives presentment,
demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, default, or enforcement
of this Note, assent to any and all extensions or postponements
of the time of payment or any other indulgence, to any
substitution, exchange, or release of collateral, and/or to the
addition or release of any other part or person primarily or
secondarily liable, and generally waive all suretyship defenses
and defenses in the nature thereof.

     9.   Costs.  The Borrower will pay all costs and expenses
of collection, including reasonable attorneys' fees, incurred or
paid by the holder in enforcing this Note or the obligations
evidenced thereby, to the extent permitted by law.

     10.  Governing Law.  This Note shall take effect as a
sealed instrument and shall be governed by and construed in
accordance with the laws of the State of New York.

     11.  Successors and Assigns.  All the covenants,
stipulations, promises and agreement in this
Note contained by or on behalf of the Borrower shall bind its
successors and assigns, whether or not so expressed.

     Executed as of the date first above written.

                    PARADIGM MEDICAL INDUSTRIES, INC.



                    Michael W. Stelzer, President
                    and Chief Executive Officer 
ATTEST:

Randall A. Mackey, Corporate Secretary

     (CORPORATE SEAL)

<PAGE>
                       CONVERSION FORM

               (To be Executed by the Registered Payee

                   in order to convert the Note)


     The undersigned hereby irrevocably elects to exercise the
right to purchase ______ shares upon conversion of this Note in
accordance with the conditions hereof and herewith makes payment
of the purchase price of such shares in full.

                         ______________________________
                                   Signature
               



                         ___________________________________
                                   Address

                         ___________________________________
                              Social Security Number or
                         Taxpayer's Identification Number




DATED: ______________________