PRIVATE EQUITY LINE OF CREDIT AGREEMENT

                                     Between

                        Paradigm Medical Industries, Inc.


                                       And

                             Triton West Group, Inc.




     PRIVATE  EQUITY  LINE OF CREDIT  AGREEMENT  dated as of June 30,  2000 (the
"Agreement"),  between  Triton  West  Group,  Inc.,  a  British  Virgin  Islands
corporation  (the  "Investor")  and  Paradigm   Medical   Industries,   Inc.,  a
corporation  organized and existing under the laws of the State of Delaware (the
"Company").

     WHEREAS,  the  parties  desire  that,  upon the  terms and  subject  to the
conditions  contained herein,  the Company shall issue and sell to Investor from
time to time as provided herein, and Investor shall purchase,  up to $20,000,000
(subject to  adjustment  below)(the  "Aggregate  Purchase  Price") of the Common
Stock (as defined below); and

     WHEREAS,  such  investments  will  be  made by the  Investor  as  statutory
underwriter of a registered  indirect  primary  offering of such Common Stock by
the Company.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  premises,  and  the
promises and covenants  herein  contained,  the receipt and sufficiency of which
are hereby  acknowledged  by the parties  hereto,  the parties,  intending to be
legally bound, hereby agree as follows:

                                   ARTICLE I

                               Certain Definitions



     Section 1.1 "Capital  Shares" shall mean the Common Stock and any shares of
any other class of common stock whether now or hereafter authorized,  having the
right to participate in the distribution of earnings and assets of the Company.

     Section 1.2 "Capital Shares Equivalents" shall mean any securities, rights,
or obligations  that are convertible  into or exchangeable for or give any right
to subscribe for any Capital  Shares of the Company or any warrants,  options or
other rights to subscribe for or purchase Capital Shares or any such convertible
or exchangeable securities.

     Section 1.3 "Closing" shall mean one of the closings of a purchase and sale
of the Common Stock pursuant to Section 2.1.

     Section 1.4 "Closing Date" shall mean, with respect to a Closing, the fifth
Trading Day following the end of the Valuation  Period  related to such Closing,
provided all  conditions  to such Closing have been  satisfied on or before such
Trading Day.

     Section  1.5  "Commitment  Amount"  shall mean an amount up to  $20,000,000
which the Investor has agreed to provide to the Company in order to purchase the
Put Shares  pursuant to the terms and conditions of this  Agreement,  and in the
event the Company obtains clearance by the Food and Drug Administration to begin
sales of its laser cataract product within 6 months of the initial Closing Date,
such Commitment Amount shall increase to $30,000,000.

     Section 1.6  "Commitment  Period"  shall mean the period  commencing on the
Effective  Date and  expiring on the  earliest to occur of (x) the date on which
the Investor shall have purchased  $20,000,000 (or, if applicable,  $30,000,000)
of Put  Shares  pursuant  to this  Agreement,  (y) the date  this  Agreement  is
terminated  pursuant to Section 2.4, or (z) the date occurring  thirty-six  (36)
months from the date of commencement of the Commitment Period.

     Section 1.7 "Common Stock" shall mean the Company's common stock, par value
$0.001 per share.

     Section 1.8 "Condition  Satisfaction Date" shall have the meaning set forth
in Section 7.2.

     Section 1.9 "Effective  Date" shall mean, if applicable,  the date on which
the SEC first declares effective a Registration  Statement  registering the sale
by the Company and resale by the Investor of the  Registrable  Securities as set
forth in Section 7.2(f).

     Section 1.10 "Escrow  Agent" shall mean the escrow agent  designated in the
Escrow Agreement.

     Section 1.11 "Escrow Agreement" shall mean the escrow agreement in the form
attached hereto as Exhibit A.

     Section 1.12 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.

     Section  1.13  "Investment  Amount"  shall  mean the  dollar  amount  to be
invested by the  Investor to purchase Put Shares with respect to any Put Date as
notified by the Company to the  Investor,  all in  accordance  with  Section 2.2
hereof.

     Section 1.14 "Market Price" on any given date shall mean the lowest closing
bid price (as reported by Bloomberg  L.P.) of the Common Stock on the  Principal
Market during the Valuation Period applicable to such date.

     Section  1.15  "Material  Adverse  Effect"  shall  mean any  effect  on the
business,  closing bid price,  operations,  properties,  prospects, or financial
condition  of the Company  that is  material  and adverse to the Company and its
subsidiaries   and  affiliates,   taken  as  a  whole,   and/or  any  condition,
circumstance,  or situation that would prohibit or otherwise  interfere with the
ability of the Company to enter into and perform  any of its  obligations  under
this Agreement, the Registration Rights Agreement or the Escrow Agreement in any
material respect.

     Section 1.16 "Maximum Put Amount" shall mean $2,000,000 per Put, subject to
adjustments according to the following table:

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                           25,000-50,000 Avg.     50,001-100,000 Avg.    100,001-150,000 Avg.    150,001-Above Avg.
Stock Closing Bid Price   30 Trading Day Volume  30 Trading Day Volume   30 Trading Day Volume  30 Trading Day Volume
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
      <S>                      <C>                     <C>                    <C>                    <C>
       2.00-3.00                $750,000                $750,000              $1,000,000             $1,000,000
       3.01-5.00                $750,000               $1,000,000             $1,000,000             $1,250,000
       5.01-7.00               $1,000,000              $1,000,000             $1,250,000             $1,250,000
       7.01-9.00               $1,000,000              $1,250,000             $1,250,000             $1,500,000
       9.01-11.00              $1,250,000              $1,250,000             $1,500,000             $1,500,000
      11.01-13.00              $1,250,000              $1,500,000             $1,500,000             $1,750,000
      13.00-above              $1,500,000              $1,500,000             $1,750,000             $2,000,000
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


     Section  1.17 "NASD"  shall mean the  National  Association  of  Securities
Dealers, Inc.

     Section  1.18  "Outstanding"  when used with  reference to shares of Common
Stock or Capital Shares (collectively the "Shares"),  shall mean, at any date as
of  which  the  number  of such  Shares  is to be  determined,  all  issued  and
outstanding  Shares,  and shall  include all such Shares  issuable in respect of
outstanding scrip or any certificates  representing fractional interests in such
Shares;  provided,  however,  that "Outstanding"  shall not mean any such Shares
then directly or indirectly owned or held by or for the account of the Company.

     Section  1.19  "Person"  shall  mean  an  individual,   a  corporation,   a
partnership,  a limited  liability  company,  an  association,  a trust or other
entity or  organization,  including a government or political  subdivision or an
agency or instrumentality thereof.

     Section 1.20 "Principal  Market" shall mean the NASDAQ National Market, the
NASDAQ  SmallCap  Market,  the  American  Stock  Exchange  or the New York Stock
Exchange,  whichever is at the time the principal trading exchange or market for
the Common  Stock.  Principal  Market shall not include the OTC  Bulletin  Board
without the express written consent of the Investor.

     Section  1.21  "Purchase  Price"  shall mean with  respect  to Put  Shares,
eighty-eight percent (88%) (the "Purchase Price Percentage") of the Market Price
on the Trading Day immediately  following the Valuation  Period related to a Put
(or such other date on which the Purchase Price is calculated in accordance with
the  terms  and  conditions  of this  Agreement);  provided,  however,  that the
Purchase Price Percentage shall be reduced to eighty-five percent (85%) for Puts
relating to a Special Activity.

     Section 1.22 "Put" shall mean each occasion the Company  elects to exercise
its right to tender a Put Notice  requiring  the Investor to purchase  shares of
the Company's Common Stock, subject to the terms of this Agreement.

     Section  1.23 "Put Date" shall mean the  Trading Day during the  Commitment
Period  that a Put  Notice  to sell  Common  Stock  to the  Investor  is  deemed
delivered pursuant to Section 2.2(b) hereof.

     Section  1.24 "Put  Notice"  shall  mean a written  notice to the  Investor
setting  forth the  Investment  Amount that the  Company  intends to sell to the
Investor in the form attached hereto as Exhibit B.

     Section  1.25 "Put  Shares"  shall mean all shares of Common Stock or other
securities  issued or issuable  pursuant to a Put that has occurred or may occur
in accordance with the terms and conditions of this Agreement.

     Section  1.26  "Registrable  Securities"  shall mean the Put Shares and the
Warrant Shares 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 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
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.

     Section  1.27  "Registration  Rights  Agreement"  shall mean the  agreement
regarding the filing of a further Registration Statement, if applicable, for the
sale and resale of the Registrable Securities annexed hereto as Exhibit C.

     Section 1.28 "Registration Statement" shall mean the registration statement
filed on January 6, 2000 on Form S-3 or any subsequent  registration  statement,
if required pursuant to the Registration  Rights Agreement,  on Form S-3 (if use
of such form is then  available to the Company  pursuant to the rules of the SEC
and,  if not,  on such other form  promulgated  by the SEC,  such as Form S-1 or
SB-2,  for which the Company then  qualifies  and which  counsel for the Company
shall deem appropriate,  and which form shall be available for the resale by the
Investor of the Registrable Securities to be registered thereunder in accordance
with the provisions of this Agreement, the Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration of the resale by the Investor of the Registrable  Securities  under
the Securities Act.

     Section 1.29 "SEC" shall mean the Securities and Exchange Commission.

     Section 1.30  "Securities  Act" shall mean the  Securities  Act of 1933, as
amended.

     Section 1.31 "SEC Documents"  shall mean the Company's  latest Form 10-K or
10-KSB  as of the time in  question,  all  Forms 10-Q  or  10-QSB  and 8-K filed
thereafter, and the Proxy Statement for its latest fiscal year as of the time in
question  until such time as the Company no longer has an obligation to maintain
the  effectiveness of a Registration  Statement as set forth in the Registration
Rights Agreement.

     Section 1.32 "Special  Activity" shall mean any one time charge the Company
expects to incur for any reason,  including,  without limitation,  in connection
with the acquisition of another business.

     Section  1.33  "Threshold  Price" is the lowest  Market  Price at which the
Company will sell its Common Stock with respect to this Agreement.

     Section  1.34  "Trading  Cushion"  shall mean the  mandatory  fifteen  (15)
Trading Days between Put Dates,  unless waived by the Investor.  Notwithstanding
the foregoing,  in the event the Company gives the Investor twenty-one (21) days
notice of a Special Activity, the Trading Cushion shall be adjusted to seven (7)
Trading Days for a period of seven (7) consecutive weeks.

     Section 1.35 "Valuation  Event" shall mean an event in which the Company at
any time prior to the end of the  Commitment  Period takes any of the  following
actions:

               (a) subdivides or combines its Common Stock;

               (b) pays a  dividend  on its  Capital  Shares  or makes any other
distribution of its Capital Shares;

               (c) issues any  additional  Capital Shares  ("Additional  Capital
Shares"),  otherwise than as provided in the foregoing  Subsections  (a) and (b)
above  or  (d)  and  (e)  below,  at a  price  per  share  less,  or  for  other
consideration  lower, than the closing bid price in effect  immediately prior to
such issuance, or without consideration (other than pursuant to this Agreement);

               (d) issues any warrants, options or other rights to subscribe for
or  purchase  any  Additional  Capital  Shares and the price per share for which
Additional  Capital  Shares may at any time  thereafter be issuable  pursuant to
such warrants,  options or other rights shall be less than the closing bid price
in effect immediately prior to such issuance;

               (e) issues any securities  convertible  into or exchangeable  for
Capital  Shares and the  consideration  per share for which  Additional  Capital
Shares may at any time  thereafter  be  issuable  pursuant  to the terms of such
convertible or exchangeable  securities shall be less than the closing bid price
in effect immediately prior to such issuance;

               (f)  makes  a   distribution   of  its  assets  or  evidences  of
indebtedness  to the holders of its Capital  Shares as a dividend in liquidation
or by way of  return of  capital  or other  than as a  dividend  payable  out of
earnings or surplus legally  available for dividends under applicable law or any
distribution to such holders made in respect of the sale of all or substantially
all of the Company's assets (other than under the circumstances  provided for in
the foregoing subsections (a) through (e); or

               (g) takes any action affecting the number of Outstanding  Capital
Shares,  other than an action described in any of the foregoing  Subsections (a)
through (f) hereof,  inclusive,  which in the opinion of the Company's  Board of
Directors,  determined in good faith,  would have a Material Adverse Effect upon
the rights of the Investor at the time of a Put.

     Section 1.36  "Valuation  Period" shall mean the period of five (5) Trading
Days beginning two (2) Trading Days before the Trading Day on which a Put Notice
is deemed to be  delivered  and  ending  two (2)  Trading  Days after such date;
provided, however, that if a Valuation Event occurs during a Valuation Period, a
new  Valuation  Period  shall  begin on the Trading  Day  immediately  after the
occurrence  of such  Valuation  Event and end on the  fifth  (5th)  Trading  Day
thereafter.

     Section  1.37  "Warrants"  shall  mean the  50,000  Common  Stock  Purchase
Warrants in the form of Exhibit D hereto to be  delivered to the Investor at the
initial Closing. "Warrant Shares" shall mean the shares of Common Stock issuable
upon exercise of the Warrants.



                                   ARTICLE II

                        Purchase and Sale of Common Stock

     Section 2.1 Investments.

               (a)  Puts.  Upon  the  terms  and  conditions  set  forth  herein
(including,  without  limitation,  the provisions of Article VII hereof), on any
Put Date the Company may make a Put by the delivery of a Put Notice.  The number
of Put Shares  that the  Investor  shall  receive  pursuant to such Put shall be
determined by dividing the Investment  Amount specified in the Put Notice by the
Purchase  Price for such  Valuation  Period.  In connection  with each Valuation
Period,  the Company may set the Threshold Price, if any, in the Put Notice.  If
the Market Price is less than the  Threshold  Price,  the Company shall not sell
and the Purchaser shall not be obligated to purchase the Shares  otherwise to be
purchased for such Put, except that, the Investor,  in its sole discretion,  may
purchase such shares at the Threshold Price.

               (b) Maximum Aggregate Amount of Puts.  Anything in this Agreement
to the contrary  notwithstanding,  (i) at no time will the Company request a Put
which would result in the  issuance of an  aggregate  number of shares of Common
Stock pursuant to this Agreement  which exceeds 19.9% of the number of shares of
Common  Stock  issued and  outstanding  on any Closing  Date  without  obtaining
stockholder approval of such excess issuance,  and (ii) the Company may not make
a Put to the extent that,  after such purchase by the  Investor,  the sum of the
number of shares of Common Stock and Warrants beneficially owned by the Investor
and its affiliates would result in beneficial  ownership by the Investor and its
affiliates of more than 9.9% of the then outstanding shares of Common Stock. For
purposes of the immediately  preceding sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities and Exchange Act
of 1934, as amended.

     Section 2.2 Mechanics.

               (a) Put Notice.  At any time during the  Commitment  Period,  the
Company may deliver a Put Notice to the Investor,  subject to the conditions set
forth in Section 7.2; provided, however, that the Investment Amount for each Put
as designated by the Company in the  applicable Put Notice shall be neither less
than $500,000 nor more than the Maximum Put Amount.

               (b) Date of Delivery of Put Notice.  A Put Notice shall be deemed
delivered on (i) the Trading Day it is received by facsimile or otherwise by the
Investor if such notice is received  prior to 12:00 noon Eastern  Time,  or (ii)
the  immediately  succeeding  Trading  Day if it is  received  by  facsimile  or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which is not a Trading Day. No Put Notice may be deemed  delivered on a day that
is not a Trading Day.

     Section 2.3 Closings. On or before each Closing Date for a Put the Investor
shall deliver the Investment Amount specified in the Put Notice by wire transfer
of immediately  available funds to the Escrow Agent. In addition, on or prior to
the Closing  Date,  each of the Company and the  Investor  shall  deliver to the
Escrow Agent all documents, instruments and writings required to be delivered or
reasonably  requested by either of them  pursuant to this  Agreement in order to
implement  and effect the  transactions  contemplated  herein.  Upon  receipt of
notice  from the  Escrow  Agent  that the  Escrow  Agent has  possession  of the
Investment Amount, the Company shall, if possible, deliver the Put Shares to the
Investor's account through the Depository Trust Company DWAC system, per written
account  instructions  delivered  by the  Investor  to the  Company,  and if the
Company is not eligible to  participate  in the DWAC  system,  to deliver to the
Escrow  Agent  one  or  more   certificates,   as  requested  by  the  Investor,
representing the Put Shares to be purchased by the Investor  pursuant to Section
2.1 herein, registered in the name of the Investor or, at the Investor's option,
registered  in the name of such account or accounts as may be  designated by the
Investor.  Payment of funds to the Company and delivery of the  certificates  to
the Investor (unless  delivered by DWAC) shall occur out of escrow in accordance
with the Escrow Agreement, provided, however, that to the extent the Company has
not paid the fees,  expenses,  and  disbursements  of the Investor's  counsel in
accordance  with  Section  13.7,  the  amount  of  such  fees,   expenses,   and
disbursements shall be paid in immediately  available funds, at the direction of
the  Investor,  to  Investor's  counsel  with no  reduction in the number of Put
Shares issuable to the Investor on such Closing Date.

     Section 2.4 Termination of Investment Obligation.

               (a) The  obligation of the Investor to purchase  shares of Common
Stock shall terminate permanently (including with respect to a Closing Date that
has not yet  occurred) in the event that (i) there shall occur any stop order or
suspension of the  effectiveness of the Registration  Statement for an aggregate
of thirty (30) Trading Days during the Commitment  Period,  for any reason other
than  deferrals  or  suspensions  in  accordance  with the  Registration  Rights
Agreement as a result of corporate developments subsequent to the Effective Date
that would  require  such  Registration  Statement to be amended to reflect such
event in order to maintain its compliance  with the disclosure  requirements  of
the Securities Act or (ii) the Company shall at any time fail to comply with the
requirements of Section 6.2, 6.3 or 6.5.

               (b) The  obligation  of the  Company  to sell Put  Shares  to the
Investor  shall  terminate if the Investor  fails to honor any Put Notice within
two (2) Trading  Days of the Closing Date  scheduled  for such Put, or otherwise
becomes in breach of any material  representation,  warranty,  covenant or other
obligation  under this Agreement  including,  without  limitation,  all exhibits
attached hereto,  and the Company notifies  Investor of such  termination.  Upon
such  termination,  the Company  shall  maintain the  Registration  Statement in
effect for such reasonable  period,  not to exceed  forty-five (45) days, as the
Investor  may  request in order to dispose of any  remaining  Put  Shares.  Such
termination  shall be the Company's  sole remedy for the  Investor's  failure to
honor a Put.  However,  if Investor fails to honor any Put Notice within two (2)
Trading Days of such Closing Date, and the Company has notified Investor of such
termination, Investor shall return a proportionate amount of the 5,000 shares of
Common  Stock and Warrants  still held by the Investor  delivered to Investor at
the initial  Closing if the  aggregate  amount of Put Shares  which the Investor
shall have purchased as of such  termination  has not exceeded  $5,000,000.  The
amount of Common Stock and Warrants still held by the Investor to be returned to
the Company shall be determined as follows:

               (i) If the aggregate  amount of Put Shares which  Investor  shall
               have  purchased  at such  termination  is less  than  $1,250,000,
               Investor  shall  return  5,000  shares of Common Stock all of the
               Warrants still held by the Investor;

               (ii) If the aggregate  amount of Put Shares which  Investor shall
               have purchased at such termination is $1,250,000 or greater,  but
               less than  $2,500,000,  Investor  shall  return  3,750  shares of
               Common  Stock  and  37,500  Warrants,  or if less  than  37,  500
               Warrants  are still held by the  Investor,  all of the  remaining
               Warrants;

               (iii) If the aggregate  amount of Put Shares which Investor shall
               have purchased at such termination is $2,500,000 or greater,  but
               less than  $3,750,000,  Investor  shall  return  2,500  shares of
               Common Stock and 25,000 Warrants, or if less than 25,000 Warrants
               are still held by Investor, all of the remaining Warrants; and

               (iv) If the aggregate  amount of Put Shares which  Investor shall
               have purchased at such termination is $3,750,000 or greater,  but
               less than  $5,000,000,  Investor  shall return  1,2500  shares of
               Common Stock and 12,500 Warrants, or if less than 12,500 Warrants
               are still held by Investor, all of the remaining Warrants.

     Section  2.5  Additional  Shares.  In the event  that (a)  within  five (5)
Trading Days of any Closing Date, the Company gives notice to the Investor of an
impending  "blackout period" in accordance with Section 3(f) of the Registration
Rights  Agreement  and (b) the closing bid price on the Trading Day  immediately
preceding such "blackout  period" (the "Old Closing  price") is greater than the
closing bid price on the first Trading Day following such "blackout period" (the
"New  Closing  price")  the  Company  shall  issue to the  Investor  a number of
additional  shares (the "Blackout  Shares") equal to the difference  between (y)
the product of the number of Registrable Securities purchased by the Investor on
such  most  recent  Closing  Date and still  held by the  Investor  during  such
"blackout  period" that are not otherwise  freely tradable during such "blackout
period" and the Old Closing price,  divided by the New Closing price and (z) the
number of Registrable  Securities  purchased by the Investor on such most recent
Closing Date and still held by the Investor  during such "blackout  period" that
are not otherwise  freely  tradable during such "blackout  period".  If any such
issuance  would result in the  issuance of a number of shares which  exceeds the
number set forth in Section 2.1(b),  then in lieu of such issuance,  the Company
shall pay  Investor  the closing ask price of the  Blackout  Shares on the first
Trading Day following the end of the blackout period in cash within five Trading
Days.

     Section 2.5 Liquidated  Damages.  The parties hereto  acknowledge and agree
that the  obligation  to issue  Registrable  Securities  under Section 2.5 above
shall  constitute  liquidated  damages and not  penalties.  The parties  further
acknowledge  that (a) the amount of loss or  damages  likely to be  incurred  is
incapable or is difficult to precisely  estimate,  (b) the amounts  specified in
such  Sections  bear a  reasonable  proportion  and are not  plainly  or grossly
disproportionate  to the probable  loss likely to be incurred by the Investor in
connection  with the failure by the Company to timely cause the  registration of
the Registrable  Securities or in connection with a "blackout  period" under the
Registration  Rights Agreement,  and (c) the parties are sophisticated  business
parties and have been represented by legal and financial  counsel and negotiated
this Agreement at arm's length.

                                  ARTICLE III

                   Representations and Warranties of Investor

Investor represents and warrants to the Company that:

     Section 3.1 Intent.  The Investor is entering  into this  Agreement for its
own account and the Investor has no present arrangement  (whether or not legally
binding)  at any time to sell the  Common  Stock to or  through  any  person  or
entity;  provided,  however,  that by making  the  representations  herein,  the
Investor  does not  agree to hold the  Common  Stock  for any  minimum  or other
specific  term and reserves the right to dispose of the Common Stock at any time
in  accordance  with  federal  and  state  securities  laws  applicable  to such
disposition.

     Section  3.2  Sophisticated  Investor.  The  Investor  is  a  sophisticated
investor (as described in Rule  506(b)(2)(ii) of Regulation D) and an accredited
investor  (as  defined  in Rule 501 of  Regulation  D),  and  Investor  has such
experience in business and financial matters that it has the capacity to protect
its own  interests  in  connection  with  this  transaction  and is  capable  of
evaluating  the merits and risks of an investment in Common Stock.  The Investor
acknowledges  that an investment in the Common Stock is speculative and involves
a high degree of risk.

     Section 3.3 Authority.  This Agreement has been duly authorized and validly
executed and  delivered by the Investor and is a valid and binding  agreement of
the Investor  enforceable  against it in accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

     Section  3.4 Not an  Affiliate.  Investor  is not an  officer,  director or
"affiliate"  (as that term is defined in Rule 405 of the Securities  Act) of the
Company.

     Section 3.5  Organization  and  Standing.  Investor is a  corporation  duly
organized,  validly  existing,  and in good  standing,  and has  all  legal  and
corporate  authority to enter into and perform this Agreement in accordance with
its terms, under the laws of the British Virgin Islands.

     Section  3.6  Absence of  Conflicts.  The  execution  and  delivery of this
Agreement and any other document or instrument executed in connection  herewith,
and the consummation of the transactions  contemplated  thereby,  and compliance
with the  requirements  thereof,  will not  violate any law,  rule,  regulation,
order,  writ,  judgment,  injunction,  decree,  administrative  action  or award
binding on Investor, or, to the Investor's knowledge,  (a) violate any provision
of any  indenture,  instrument  or agreement to which  Investor is a party or is
subject,  or by which Investor or any of its assets is bound;  (b) conflict with
or  constitute  a material  default  thereunder;  (c) result in the  creation or
imposition of any lien pursuant to the terms of any such  indenture,  instrument
or agreement,  or constitute a breach of any fiduciary  duty owed by Investor to
any third party; or (d) require the approval of any  third-party  (which has not
been  obtained)  pursuant  to  any  material  contract,  agreement,  instrument,
relationship or legal obligation to which Investor is subject or to which any of
its assets, operations or management may be subject.

     Section 3.7  Disclosure;  Access to  Information.Investor  has received and
reviewed all documents,  records, books and other publicly available information
pertaining to Investor's  investment in the Company that have been  requested by
Investor.  The Company is subject to the periodic reporting  requirements of the
Exchange  Act, and  Investor  has reviewed  copies of any such reports that have
been requested by it.

     Section  3.8  Manner of Sale.  At no time was  Investor  presented  with or
solicited  by or through any leaflet,  public  promotional  meeting,  television
advertisement or any other form of general solicitation or advertising.

     Section  3.9  Financial  Capacity.  Investor  currently  has the  financial
capacity to meet its obligations to the Company hereunder,  and the Investor has
no present knowledge of any circumstances  which could cause it to become unable
to meet such obligations in the future.

     Section 3.10  Underwriter  Liability.  Investor  understands that it is the
position of the SEC that the  Investor is an  underwriter  within the meaning of
Section 2(11) of the  Securities Act and that the Investor will be identified as
an underwriter of the Put Shares in the Registration Statement.

                                   ARTICLE IV

                  Representations and Warranties of the Company

The Company represents and warrants to the Investor that, except as set forth on
the Disclosure Schedule prepared by the Company and attached hereto:

     Section 4.1 Organization of the Company.  The Company is a corporation duly
incorporated  and  existing  in good  standing  under  the laws of the  State of
Delaware and has all requisite  corporate authority to own its properties and to
carry on its  business as now being  conducted.  The  Company  does not have any
subsidiaries  and does not own more that fifty  percent  (50%) of or control any
other business  entity except as set forth in the SEC Documents.  The Company is
duly  qualified and is in good standing as a foreign  corporation to do business
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes such  qualification  necessary,  other than those in which the
failure so to qualify would not have a Material Adverse Effect.

     Section 4.2 Authority.  (i) The Company has the requisite  corporate  power
and  corporate  authority to enter into and perform its  obligations  under this
Agreement,  the Registration  Rights Agreement,  the Escrow  Agreement,  and the
Warrants  and to issue the Put  Shares,  the  Warrants  and the  Warrant  Shares
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this Agreement,  the Registration Rights Agreement, the Escrow Agreement and the
Warrants  by  the  Company  and  the  consummation  by  it of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required,  and (iii) this Agreement,  the Registration Rights
Agreement,  the Escrow  Agreement  and the Warrants  have been duly executed and
delivered by the Company and at the initial Closing shall  constitute  valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms,  except as such  enforceability  may be limited by  applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application. The Company has duly and validly authorized and reserved
for issuance shares of Common Stock sufficient in number for the issuance of the
Put Shares and for the exercise of the Warrants

     Section 4.3  Capitalization.  The  authorized  capital stock of the Company
consists of 20,000,000  shares of Common Stock,  $0.001 par value per share,  of
which  10,083,990  shares are issued and  outstanding  and  5,000,000  shares of
preferred  stock of which 500,000 are designated as Series A Preferred  Stock of
which  8,077 are issued and  outstanding,  of which  500,000 are  designated  as
Series B Preferred  Stock of which 15,236 are issued and  outstanding,  of which
30,000 are  designated as Series C Preferred  Stock of which none are issued and
outstanding and of which 1,140,000 are designated as Series D Preferred Stock of
which  283,328  are issued and  outstanding.  The  Company is not a party to any
agreement  granting  registration  or  anti-dilution  rights to any person  with
respect to any of its equity or debt securities.  All of the outstanding  shares
of Common Stock of the Company have been duly and validly  authorized and issued
and are fully paid and non-assessable.

     Section  4.4 Common  Stock.  The Company has  registered  its Common  Stock
pursuant to Section  12(b) or (g) of the Exchange Act and is in full  compliance
with all  reporting  requirements  of the  Exchange  Act,  and the Company is in
compliance with all requirements  for the continued  listing or quotation of its
Common  Stock,  and such  Common  Stock is  currently  listed or quoted  on, the
Principal  Market.  As of the date hereof,  the  Principal  Market is the NASDAQ
SmallCap  Market and the Company has not received any notice  regarding,  and to
its knowledge there is no threat,  of the termination or  discontinuance  of the
eligibility of the Common Stock for such listing.

     Section 4.5 SEC  Documents.  The Company has made available to the Investor
true and complete  copies of the SEC Documents.  The Company has not provided to
the  Investor  any  information  that,  according  to  applicable  law,  rule or
regulation,  should have been disclosed publicly prior to the date hereof by the
Company, but which has not been so disclosed.  As of their respective dates, the
SEC Documents  complied in all material  respects with the  requirements  of the
Exchange Act, and rules and  regulations of the SEC  promulgated  thereunder and
the SEC  Documents  did not contain any untrue  statement of a material  fact or
omit to state a material  fact  required to be stated  therein or  necessary  in
order to make the statements  therein, in light of the circumstances under which
they were made, not misleading. The financial statements of the Company included
in  the  SEC  Documents  complied  in  all  material  respects  with  applicable
accounting  requirements  and the published  rules and regulations of the SEC or
other  applicable rules and regulations with respect thereto at the time of such
inclusion.  Such  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material  respects the financial  position
of the Company as of the dates  thereof and the results of  operations  and cash
flows for the periods  then ended  (subject,  in the case of  unaudited  interim
statements,  to normal year-end audit adjustments).  Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to become  due) that would  have been  required  to be  reflected  in,  reserved
against or  otherwise  described  in the  financial  statements  or in the notes
thereto in accordance  with GAAP,  which was not fully  reflected  in,  reserved
against or otherwise described in the financial  statements or the notes thereto
included in the SEC  Documents  or was not  incurred in the  ordinary  course of
business  consistent  with the Company's past  practices  since the last date of
such financial statements.

     Section 4.6 Valid  Issuances.  When issued and paid for in accordance  with
the terms hereof or of the Warrants,  the Put Shares and the Warrant Shares will
be duly and validly issued, fully paid, and non-assessable. Neither the sales of
the Put  Shares,  the  Warrants  or the  Warrant  Shares  pursuant  to,  nor the
Company's performance of its obligations under, this Agreement, the Registration
Rights  Agreement,  the Escrow  Agreement or the Warrants will (i) result in the
creation or  imposition  by the Company of any liens,  charges,  claims or other
encumbrances upon the Put Shares,  the Warrants or the Warrant Shares or, except
as contemplated  herein,  any of the assets of the Company,  or (ii) entitle the
holders of Outstanding Capital Shares to preemptive or other rights to subscribe
for or acquire the Capital  Shares or other  securities of the Company.  The Put
Shares,  the Warrants  and the Warrant  Shares shall not subject the Investor to
personal  liability to the Company or its creditors by reason of the  possession
thereof.

     Section 4.7 No Conflicts.  The execution,  delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby,  including  without  limitation  the  issuance  of the Put
Shares, the Warrants and the Warrant Shares, do not and will not (i) result in a
violation of the Company's Articles of Incorporation or By-Laws or (ii) conflict
with, or constitute a material default (or an event that with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
indenture  or  instrument,   or  any  "lock-up"  or  similar  provision  of  any
underwriting  or similar  agreement  to which the  Company is a party,  or (iii)
result in a violation  of any  federal,  state or local law,  rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable  to the  Company or by which any  material  property or
asset of the  Company is bound or  affected,  nor is the  Company  otherwise  in
violation of,  conflict  with or default  under any of the foregoing  (except in
each case for such conflicts, defaults, terminations, amendments, accelerations,
cancellations  and  violations  as  would  not  have,  individually  or  in  the
aggregate,  a Material Adverse Effect). The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
entity,  except for possible  violations  that either singly or in the aggregate
would not have a Material Adverse Effect.  The Company is not required under any
Federal,  state  or  local  law,  rule or  regulation  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or issue  and sell  the Put  Shares  or the
Warrants in  accordance  with the terms  hereof  (other than any SEC,  Principal
Market  or  state  securities  filings  that may be  required  to be made by the
Company subsequent to the initial Closing,  any registration  statement that may
be filed pursuant  hereto,  and any shareholder  approval  required by the rules
applicable  to companies  whose common  stock trades on the  Principal  Market);
provided that,  for purposes of the  representation  made in this sentence,  the
Company  is  assuming   and   relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Investor herein.

     Section 4.8 No Material  Adverse  Change.  Since March 31, 2000 no Material
Adverse  Effect has occurred or exists with  respect to the  Company,  except as
disclosed in the SEC Documents.

     Section 4.9 No Undisclosed  Events or Circumstances.  Since March 31, 2000,
no event or  circumstance  has occurred or exists with respect to the Company or
its businesses,  properties, prospects, operations or financial condition, that,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

     Section 4.10 Litigation and Other  Proceedings.  Except as disclosed in the
SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge
of the Company,  threatened,  against the Company or any subsidiary, nor has the
Company received any written or oral notice of any such action, suit, proceeding
or investigation,  which could reasonably be expected to have a Material Adverse
Effect.  Except as set forth in the SEC  Documents,  no judgment,  order,  writ,
injunction  or decree or award has been  issued by or, to the  knowledge  of the
Company,  requested of any court,  arbitrator or governmental agency which could
result in a Material Adverse Effect.

     Section 4.11 No Misleading or Untrue Communication. The Company and, to the
knowledge  of the Company,  any person  representing  the Company,  or any other
person  selling or offering to sell the Put Shares or the Warrants in connection
with the transaction contemplated by this Agreement, have not made, at any time,
any oral  communication  in connection  with the offer or sale of the same which
contained  any  untrue  statement  of a  material  fact or  omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

     Section 4.12 Material Non-Public Information. The Company has not disclosed
to the  Investor  any  material  non-public  information  that (i) if  disclosed
publicly, would reasonably be expected to have a material effect on the price of
the Common Stock or (ii) according to applicable law, rule or regulation, should
have been  disclosed  publicly by the Company prior to the date hereof but which
has not been so disclosed.

     Section 4.13 Insurance.  The Company and each subsidiary maintains property
and casualty,  general liability,  workers' compensation,  environmental hazard,
personal injury and other similar types of insurance with financially  sound and
reputable insurers that is adequate,  consistent with industry standards and the
Company's  historical  claims  experience.  The Company has not received  notice
from,  and has no knowledge  of any threat by, any insurer  (that has issued any
insurance  policy to the  Company)  that such insurer  intends to deny  coverage
under or cancel,  discontinue  or not renew any  insurance  policy  presently in
force.

     Section 4.14 Tax Matters.

               The Company and each  subsidiary  has filed all Tax Returns which
it is required to file under  applicable laws; all such Tax Returns are true and
accurate and has been  prepared in  compliance  with all  applicable  laws;  the
Company has paid all Taxes due and owing by it or any subsidiary (whether or not
such Taxes are required to be shown on a Tax Return) and have  withheld and paid
over to the  appropriate  taxing  authorities  all Taxes which it is required to
withhold  from amounts paid or owing to any employee,  stockholder,  creditor or
other third  parties;  and since  December 31, 1998,  the charges,  accruals and
reserves for Taxes with respect to the Company  (including  any  provisions  for
deferred  income  taxes)  reflected  on the books of the Company are adequate to
cover any Tax liabilities of the Company if its current tax year were treated as
ending on the date hereof.

               No claim has been made by a taxing  authority  in a  jurisdiction
where the Company does not file tax returns  that the Company or any  subsidiary
is or may be subject to  taxation  by that  jurisdiction.  There are no foreign,
federal,  state or local tax audits or  administrative  or judicial  proceedings
pending or being  conducted  with respect to the Company or any  subsidiary;  no
information  related to Tax matters has been requested by any foreign,  federal,
state or local taxing  authority;  and,  except as disclosed  above,  no written
notice  indicating  an intent to open an audit or other review has been received
by the  Company or any  subsidiary  from any  foreign,  federal,  state or local
taxing  authority.   There  are  no  material  unresolved  questions  or  claims
concerning  the  Company's  Tax  liability.  The Company (A) has not executed or
entered into a closing agreement pursuant to section7121 of the Internal Revenue
Code or any  predecessor  provision  thereof or any similar  provision of state,
local or  foreign  law;  and (B) has not  agreed to or is  required  to make any
adjustments  pursuant to  section481  (a) of the  Internal  Revenue  Code or any
similar  provision  of  state,  local or  foreign  law by  reason of a change in
accounting method initiated by the Company or any of its subsidiaries or has any
knowledge that the IRS has proposed any such  adjustment or change in accounting
method,  or has any  application  pending with any taxing  authority  requesting
permission for any changes in accounting  methods that relate to the business or
operations  of the  Company.  The  Company  has not  been a United  States  real
property  holding  corporation  within the  meaning of  section897(c)(2)  of the
Internal   Revenue   Code   during   the   applicable    period   specified   in
section897(c)(1)(A)(ii) of the Internal Revenue Code.

               The Company has not made an election under  section341(f)  of the
Internal Revenue Code. The Company is not liable for the Taxes of another person
that is not a subsidiary of the Company under (A) Treas.  Reg.  section 1.1502-6
(or comparable  provisions of state,  local or foreign law), (B) as a transferee
or successor,  (C) by contract or indemnity or (D) otherwise. The Company is not
a party to any tax sharing agreement.  The Company has not made any payments, is
obligated to make payments or is a party to an agreement  that could obligate it
to make any  payments  that would not be  deductible  under  section280G  of the
Internal Revenue Code.

               For purposes of this Section 4.14:

               "IRS" means the United States Internal Revenue Service.

               Tax" or "Taxes" means federal,  state, county, local, foreign, or
               other income,  gross receipts,  ad valorem,  franchise,  profits,
               sales   or  use,   transfer,   registration,   excise,   utility,
               environmental, communications, real or personal property, capital
               stock, license,  payroll, wage or other withholding,  employment,
               social security,  severance,  stamp,  occupation,  alternative or
               add-on minimum,  estimated and other taxes of any kind whatsoever
               (including,   without   limitation,   deficiencies,    penalties,
               additions  to tax,  and interest  attributable  thereto)  whether
               disputed or not.

               "Tax Return" means any return,  information report or filing with
               respect to Taxes,  including any schedules  attached  thereto and
               including any amendment thereof.

     Section 4.15 Property. Neither the Company nor any of its subsidiaries owns
any  real  property.  Each of the  Company  and its  subsidiaries  has  good and
marketable  title to all  personal  property  owned by it, free and clear of all
liens,  encumbrances  and defects  except such as do not  materially  affect the
value of such  property and do not  materially  interfere  with the use made and
proposed  to be made of  such  property  by the  Company;  and to the  Company's
knowledge  any real  property and  buildings  held under lease by the Company as
tenant are held by it under valid,  subsisting and enforceable  leases with such
exceptions  as are not  material  and do not  interfere  with  the use  made and
intended to be made of such property and buildings by the Company.

     Section  4.16  Licensing  and  Permits.  The  Company  holds all  necessary
licenses and permits for the conduct of its  business,  including  licenses with
the FDA. All of such  licenses and permits are in good  standing and the Company
is not in material default of any of the conditions thereof.

     Section  4.17   Intellectual   Property.   Each  of  the  Company  and  its
subsidiaries  owns or  possesses  adequate  and  enforceable  rights  to use all
patents, patent applications,  trademarks,  trademark applications, trade names,
service marks, copyrights, copyright applications, licenses, know-how (including
trade  secrets  and  other  unpatented   and/or   unpatentable   proprietary  or
confidential  information,  systems or procedures)  and other similar rights and
proprietary knowledge (collectively, "Intangibles") necessary for the conduct of
its  business as now being  conducted.  To the  Company's  knowledge,  except as
disclosed in the SEC Documents  neither the Company nor any of its  subsidiaries
is  infringing  upon or in  conflict  with any  right of any other  person  with
respect to any Intangibles. Except as disclosed in the SEC Documents, no adverse
claims  have  been  asserted  by  any  person  to  the  ownership  or use of any
Intangibles and the Company has no knowledge of any basis for such claim.

     Section 4.18 Internal Controls and Procedures.  The Company maintains books
and records and internal accounting controls which provide reasonable  assurance
that (i) all  transactions  to which the Company or any subsidiary is a party or
by which its properties are bound are executed with management's  authorization;
(ii) the recorded  accounting of the Company's  consolidated  assets is compared
with  existing  assets at  regular  intervals;  (iii)  access  to the  Company's
consolidated   assets  is  permitted  only  in  accordance   with   management's
authorization;  and (iv) all transactions to which the Company or any subsidiary
is a party or by which its  properties  are bound are  recorded as  necessary to
permit preparation of the financial statements of the Company in accordance with
U.S. generally accepted accounting principles.

     Section  4.19  Payments  and  Contributions.   Neither  the  Company,   any
subsidiary,  nor any of its  directors,  officers  or, to its  knowledge,  other
employees  has  (i)  used  any  Company  funds  for any  unlawful  contribution,
endorsement, gift, entertainment or other unlawful expense relating to political
activity;  (ii) made any direct or indirect unlawful payment of Company funds to
any foreign or domestic government official or employee; (iii) violated or is in
violation of any  provision of the Foreign  Corrupt  Practices  Act of 1977,  as
amended; or (iv) made any bribe, rebate, payoff, influence payment,  kickback or
other similar payment to any person with respect to Company matters.

     Section 4.20 No  Misrepresentation.  The  representations and warranties of
the Company contained in this Agreement,  any schedule,  annex or exhibit hereto
and any  agreement,  instrument or  certificate  furnished by the Company to the
Investor  pursuant to this Agreement,  do not contain any 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.

                                   ARTICLE V

                            Covenants of the Investor

     Investor covenants with the Company that:

     Section 5.1 Compliance  with Law. The Investor's  trading  activities  with
respect to shares of the Company's  Common Stock will be in compliance  with all
applicable  state and federal  securities  laws, rules and regulations and rules
and regulations of the Principal  Market on which the Company's  Common Stock is
listed.  Without  limiting the generality of the foregoing,  the Investor agrees
that it  will,  whenever  required  by  federal  securities  laws,  deliver  the
prospectus included in the Registration Statement to any purchaser of Put Shares
from the Investor.

     Section 5.2 No Short  Sales.  The  Investor  and its  affiliates  shall not
engage in short sales of the  Company's  Common Stock (as defined in  applicable
SEC and NASD rules) during the Commitment Period.

                                   ARTICLE VI

                            Covenants of the Company

     Section 6.1 Registration  Rights.  The Company shall cause the Registration
Rights Agreement to remain in full force and effect and the Company shall comply
in all material respects with the terms thereof.

     Section 6.2 Listing of Common Stock.  The Company hereby agrees to maintain
the  listing  of  the  Common  Stock  on a  Principal  Market,  and as  soon  as
practicable  (but in any  event  prior  to the  commencement  of the  Commitment
Period) to list the Put Shares  and the  Warrant  Shares.  The  Company  further
agrees,  if the  Company  applies to have the Common  Stock  traded on any other
Principal  Market,  it will include in such  application  the Put Shares and the
Warrant  Shares and will take such other  action as is necessary or desirable in
the opinion of the investor to cause the Common Stock to be listed on such other
Principal  Market as promptly as  possible.  The Company will take all action to
continue  the listing and trading of its Common  Stock on the  Principal  Market
(including, without limitation,  maintaining sufficient net tangible assets) and
will  comply in all  respects  with the  Company's  reporting,  filing and other
obligations  under the bylaws or rules of the Principal Market and shall provide
Investor  with copies of any  correspondence  to or from such  Principal  Market
which questions or threatens  delisting of the Common Stock,  within one Trading
Day of the Company's receipt thereof.

     Section 6.3  Exchange Act  Registration.  The Company will cause its Common
Stock to continue to be registered  under Section 12(g) or 12(b) of the Exchange
Act,  will use its best efforts to comply in all respects with its reporting and
filing  obligations under the Exchange Act, and will not take any action or file
any  document  (whether  or not  permitted  by  the  Exchange  Act or the  rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said Act.

     Section 6.4 Legends.  The  certificates  evidencing  the Common Stock to be
sold to the Investor shall be free of restrictive legends.

     Section 6.5 Corporate Existence.  The Company will take all steps necessary
to preserve and continue the corporate existence of the Company.

     Section 6.6  Additional SEC Documents.  During the Commitment  Period,  the
Company  will deliver to the  Investor,  as and when the  originals  thereof are
submitted  to the SEC for filing,  copies of all SEC  Documents  so furnished or
submitted  to the SEC,  or else  notify the  Investor  that such  documents  are
available on the EDGAR system.

     Section 6.7 Notice of Certain Events Affecting Registration;  Suspension of
Right to Make a Put. The Company will  immediately  notify the Investor upon the
occurrence of any of the following events in respect of a registration statement
or related prospectus in respect of an offering of Registrable  Securities;  (i)
receipt of any  request  for  additional  information  from the SEC or any other
federal or state  governmental  authority  during the period of effectiveness of
the Registration Statement the response to which would require any amendments or
supplements  to the  registration  statement  or  related  prospectus;  (ii) the
issuance by the SEC or any other federal or state governmental  authority of any
stop order suspending the  effectiveness  of the  Registration  Statement or the
initiation  of  any  proceedings   for  that  purpose;   (iii)  receipt  of  any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose;  (iv) the happening of any event that makes any  statement  made in the
Registration  Statement or related  prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration  Statement,  related
prospectus or documents so that, in the case of the Registration  Statement,  it
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment to the  Registration  Statement would be appropriate;  and the Company
will promptly make available to the Investor any such supplement or amendment to
the related  prospectus.  The Company  shall not deliver to the Investor any Put
Notice during the continuation of any of the foregoing events.

     Section 6.8 Expectations Regarding Put Notices.  Within ten (10) days after
the  commencement  of  each  calendar  quarter   occurring   subsequent  to  the
commencement of the Commitment Period, the Company must notify the Investor,  in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise during such calendar quarter, if any, through the issuance of Put Notices.
Such  notification  shall  constitute only the Company's good faith estimate and
shall in no way  obligate the Company to raise such  amount,  or any amount,  or
otherwise  limit its ability to deliver Put Notices.  The failure by the Company
to comply  with  this  provision  can be cured by the  Company's  notifying  the
Investor, in writing, at any time as to its reasonable expectations with respect
to the current calendar quarter.

     Section 6.9 Consolidation; Merger. The Company shall not, at any time after
the date hereof, effect any merger or consolidation of the Company with or into,
or a  transfer  of all or  substantially  all of the assets of the  Company  to,
another  entity (a  "Consolidation  Event")  unless the  resulting  successor or
acquiring  entity  (if not the  Company)  assumes by  written  instrument  or by
operation of law the  obligation to deliver to the Investor such shares of stock
and/or  securities  as the  Investor  is  entitled  to receive  pursuant to this
Agreement.

     Section 6.10  Limitation on Future  Financing.  The Company  agrees that it
will not enter into any  similar  equity line of credit or common  stock  equity
financing for a period of three (3) years from the date hereof.  As to any other
future financing, the Company agrees that it will not enter into any sale of its
securities  for cash at a discount to its  then-current  closing bid price for a
one-year  period  commencing as of the date hereof  without  first  offering the
right to place such securities to Investor, except for any sales (i) pursuant to
any presently existing employee benefit plan which plan has been approved by the
Company's  stockholders,  (ii) pursuant to any compensatory plan for a full-time
employee or key consultant,  (iii) pursuant to any underwritten  public offering
or (iv) with the prior approval of the Investor,  which will not be unreasonably
withheld,   in  connection  with  a  strategic  partnership  or  other  business
transaction,  the  principal  purpose  of which is not  simply  to raise  money.
Further,  the  Investor  shall  have a right  of  first  refusal,  to  elect  to
participate,  in such  subsequent  transaction in the case of (iii) above.  Such
right of first  refusal must be  exercised  in writing  within seven (7) Trading
Days  of the  Investor's  receipt  of  notice  of the  proposed  terms  of  such
financing.

                                  ARTICLE VII

                         Conditions to Delivery of Puts
                            and Conditions to Closing

     Section 7.1 Conditions  Precedent to the Obligation of the Company to Issue
and Sell Common Stock. The obligation hereunder of the Company to issue and sell
the Put  Shares to the  Investor  incident  to each  Closing  is  subject to the
satisfaction,  at or before each such  Closing,  of each of the  conditions  set
forth below.

               (a) Accuracy of the Investor's Representation and Warranties. The
representations  and warranties of the Investor shall be true and correct in all
material  respects as of the date of this  Agreement  and as of the date of each
such Closing as though made at each such time.

               (b)  Performance  by  the  Investor.   The  Investor  shall  have
performed,  satisfied and complied in all material  respects with all covenants,
agreements and conditions required by this Agreement to be performed,  satisfied
or complied with by the Investor at or prior to such Closing, and Investor shall
provide  a  certificate  to the  Company,  substantially  in the  form  of  that
delivered by the Investor.

     Section 7.2  Conditions  Precedent to the Right of the Company to Deliver a
Put Notice and the Obligation of the Investor to Purchase Put Shares.  The right
of the Company to deliver a Put Notice and the obligation of Investor  hereunder
to acquire  and pay for the Put Shares  incident  to a Closing is subject to the
satisfaction,  on both (i) the date of  delivery of such Put Notice and (ii) the
applicable Closing Date (each a "Condition  Satisfaction  Date"), of each of the
following conditions:

               (a) Closing  Certificate.  All  representations and warranties of
the Company  contained  herein  shall  remain true and correct as of the Closing
Date as though made as of such date and the Company  shall have  delivered  into
escrow an Officer's Certificate signed by its Chief Executive Officer certifying
that all of the Company's  representations and warranties herein remain true and
correct as of the Closing Date and that the Company has  performed all covenants
and satisfied  all  conditions to be performed or satisfied by the Company prior
to such Closing;

               (b) Blue Sky.  The Company  shall have  obtained  all permits and
qualifications  required by any state for the offer and sale of the Common Stock
to the  Investor  and by the  Investor as set forth in the  Registration  Rights
Agreement or shall have the availability of exemptions therefrom;

               (c) Delivery of Put Shares. Delivery into escrow or to DTC of the
Put Shares;

               (d) Opinion of Counsel.  Receipt by the Investor of an opinion of
counsel to the Company, in the form of Exhibit D hereto; and

               (e) Transfer Agent.  Delivery to the Company's  transfer agent of
instructions   to  such  transfer   agent  in  form  and  substance   reasonably
satisfactory to the Investor.

               (f)   Registration   of  the  Common  Stock  with  the  SEC.  The
Registration  Statement shall have previously  become effective and shall remain
effective and available for making  resales of the Put Shares and Warrant Shares
by the Investor on each Condition  Satisfaction Date and (i) neither the Company
nor the Investor  shall have received  notice that the SEC has issued or intends
to issue a stop order with respect to the Registration Statement or that the SEC
otherwise  has  suspended or withdrawn  the  effectiveness  of the  Registration
Statement, either temporarily or permanently, or intends or has threatened to do
so (unless the SEC's concerns have been addressed and the Investor is reasonably
satisfied that the SEC no longer is considering or intends to take such action),
and (ii) no other  suspension of the use or withdrawal of the  effectiveness  of
the Registration Statement or related prospectus shall exist.

               (g) Authority.  The Company will satisfy all laws and regulations
pertaining to the sale and issuance of the Put Shares.

               (h) Performance by the Company. The Company shall have performed,
satisfied and complied in all material  respects with all covenants,  agreements
and conditions required by this Agreement, the Registration Rights Agreement and
the Escrow Agreement to be performed,  satisfied or complied with by the Company
at or prior to each Condition Satisfaction Date.

               (i) No Injunction. No statute, rule, regulation, executive order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent  jurisdiction that
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect  of   prohibiting  or  adversely   affecting  any  of  the   transactions
contemplated by this Agreement.

               (j) Adverse  Changes.  Since the date of filing of the  Company's
most recent SEC Document,  no event that had or is  reasonably  likely to have a
Material Adverse Effect has occurred.

               (k) No Suspension of Trading In or Delisting of Common Stock. The
trading of the Common Stock (including,  without limitation,  the Put Shares) is
not  suspended  by  the  SEC or the  Principal  Market,  and  the  Common  Stock
(including,  without  limitation,  the Put Shares)  shall have been approved for
listing or  quotation  on and shall not have been  delisted  from the  Principal
Market.  The issuance of shares of Common  Stock with respect to the  applicable
Closing, if any, shall not violate the shareholder approval  requirements of the
Principal Market.  The Company shall not have received any notice threatening to
delist the Common Stock from the Principal Market.

               (l) No Knowledge.  The Company has no knowledge of any event more
likely than not to have the effect of causing such Registration  Statement to be
suspended or otherwise  ineffective  (which event is reasonably  likely to occur
within the thirty  (30)  Trading  Days  following  the Trading Day on which such
Notice is deemed delivered).

               (m) Trading Cushion. The Trading Cushion shall have elapsed since
the next preceding Put Date.

               (n) Other.  On each  Condition  Satisfaction  Date,  the Investor
shall have received and been reasonably  satisfied with such other  certificates
and documents as shall have been  reasonably  requested by the Investor in order
for the Investor to confirm the Company's  satisfaction  of the  conditions  set
forth in this Section 7.2.

                                  ARTICLE VIII

     Due Diligence Review; Non-Disclosure of Non-Public Information.

     Section 8.1 Due  Diligence  Review.  The Company  shall make  available for
inspection and review by the Investor,  advisors to and  representatives  of the
Investor  (who  may or may  not be  affiliated  with  the  Investor  and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable  Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available corporate documents
and properties of the Company as may be reasonably  necessary for the purpose of
such review, and cause the Company's officers, directors and employees to supply
all such publicly available information  reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole  purpose of enabling the Investor and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.

     Section 8.2 Non-Disclosure of Non-Public Information.

               (a) The Company shall not disclose non-public  information to the
Investor,  advisors  to or  representatives  of the  Investor  unless  prior  to
disclosure of such information the Company  identifies such information as being
non-public   information   and  provides  the   Investor,   such   advisors  and
representatives  with the  opportunity  to  accept  or  refuse  to  accept  such
non-public information for review. The Company may, as a condition to disclosing
any  non-public  information  hereunder,  require the  Investor's  advisors  and
representatives  to enter into a  confidentiality  agreement in form  reasonably
satisfactory to the Company and the Investor.

               (b)  The  Company   represents   that  it  does  not  disseminate
non-public  information  to any investors who purchase stock in the Company in a
public offering, to money managers or to securities analysts, provided, however,
that  notwithstanding  anything  herein to the  contrary,  the Company  will, as
hereinabove provided, immediately notify the advisors and representatives of the
Investor  and,  if any,  underwriters,  of any  event  or the  existence  of any
circumstance   (without  any  obligation  to  disclose  the  specific  event  or
circumstance)  of which it becomes aware,  constituting  non-public  information
(whether or not requested of the Company  specifically  or generally  during the
course of due diligence by such persons or entities), which, if not disclosed in
the  prospectus  included  in  the  Registration   Statement  would  cause  such
prospectus  to  include  a  material  misstatement  or to omit a  material  fact
required to be stated therein in order to make the statements,  therein in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this  Section 8.2 shall be  construed  to mean that such  persons or entities
other than the Investor  (without the written  consent of the Investor  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.

                                   ARTICLE IX

                           Transfer Agent Instructions

     Section 9.1 Transfer  Agent  Instructions.  Upon each Closing,  the Company
will issue to the transfer  agent for its Common Stock (and to any substitute or
replacement  transfer agent for its Common Stock upon the Company's  appointment
of any such substitute or replacement  transfer  agent)  instructions to deliver
the Put Shares without restrictive legends to the Escrow Agent.

     Section 9.2 No Legend or Stock  Transfer  Restrictions.  No legend shall be
placed on the share certificates representing the Put Shares and no instructions
or "stop transfer  orders," so called,  "stock transfer  restrictions," or other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto.

     Section 9.3 Investor's Compliance.  Nothing in this Article shall affect in
any way the  Investor's  obligations  under any  agreement  to  comply  with all
applicable securities laws upon resale of the Put Shares.

                                   ARTICLE X

                                  Choice of Law

     Section 10.1 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 or any
Exhibit  attached  hereto shall be submitted to  arbitration  under the American
Arbitration Association (the "AAA") in San Francisco,  California,  and shall be
finally and  conclusively  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 within 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.

                                   ARTICLE XI

                                   Assignment

     Section  11.1  Assignment.  Neither  this  Agreement  nor any rights of the
Investor or the Company  hereunder  may be assigned by either party to any other
person except by operation of law. Notwithstanding the foregoing, upon the prior
written consent of the Company, which consent shall not unreasonably be withheld
or delayed in the case of an  assignment  to an affiliate of the  Investor,  the
Investor'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 Investor)
who agrees to make the representations  and warranties  contained in Article III
and who agrees to be bound hereby.

                                  ARTICLE XII

                                     Notices

     Section 12.1 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:

If to the Company:                            Paradigm Medical Industries, Inc.
                                              1127 West 2320 South, Suite A
                                              Salt Lake City, UT  84119
                                              Attn: Thomas F. Motter
                                              Telephone:  (801) 977-8970
                                              Facsimile:

With a copy to:
(shall not constitute notice)                 Mackey Price & Williams
notice) to:                                   170 South Main Street, Suite 900
                                              Salt Lake City, Utah 84101-1655
                                              Attention: Randell A. Mackey, Esq.
                                              Telephone:  (801) 575-5000
                                              Facsimile:  (801) 575-5006

if to the Investor:                           Triton West Group, Inc.
                                              c/o Trinity Capital Advisors, Inc.
                                              211 Sutter St. 2nd Floor
                                              San Franscisco, CA 94108
                                              Attention:  Gene Jung
                                              Telephone: (415) 217-7070
                                              Facsimile:


with a copy to:                               Robert F. Charron, Esq.
(shall not constitute notice)                 Epstein Becker & Green, P.C.
                                              250 Park Avenue
                                              New York, New York
                                              Telephone: (212) 351-4500
                                              Facsimile: (212) 661-0989

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  12.1 by giving at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

                                  ARTICLE XIII

                                  Miscellaneous

     Section 13.1  Counterparts/  Facsimile/  Amendments.  This Agreement may be
executed  in multiple  counterparts,  each of which may be executed by less than
all of the parties and shall be deemed to be an original  instrument which shall
be enforceable  against the parties actually executing such counterparts and all
of which  together  shall  constitute  one and the same  instrument.  Except  as
otherwise  stated  herein,  in  lieu  of the  original  documents,  a  facsimile
transmission  or  copy of the  original  documents  shall  be as  effective  and
enforceable  as the  original.  This  Agreement may be amended only by a writing
executed by all parties.

     Section 13.2 Entire Agreement.  This Agreement,  the Exhibits hereto, which
include,  but are not limited to the Escrow Agreement,  the Registration  Rights
Agreement and the Warrants,  set forth the entire agreement and understanding of
the parties  relating to the subject  matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions  of all Exhibits to this  Agreement are  incorporated  herein by this
reference  and shall  constitute  part of this  Agreement  as is fully set forth
herein.

     Section  13.3  Survival;  Severability.  The  representations,  warranties,
covenants  and  agreements  of the parties  hereto  shall  survive  each Closing
hereunder.  In the event  that any  provision  of this  Agreement  becomes or is
declared by a court of competent  jurisdiction to be illegal,  unenforceable  or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision; provided that such severability shall be ineffective if it materially
changes the economic benefit of this Agreement to any party.

     Section 13.4 Title and  Subtitles.  The titles and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

     Section 13.5 Reporting  Entity for the Common Stock.  The reporting  entity
relied upon for the  determination of the trading price or trading volume of the
Common Stock on any given Trading Day for the purposes of this  Agreement  shall
be Bloomberg,  L.P. or any successor thereto.  The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

     Section  13.6  Replacement  of  Certificates.  Upon (i) receipt of evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of a certificate  representing the Put Shares and (ii) in the case of
any such loss,  theft or  destruction of such  certificate,  upon delivery of an
indemnity  agreement or security  reasonably  satisfactory in form and amount to
the Company  (which  shall not exceed that  required by the  Company's  transfer
agent in the ordinary  course) or (iii) in the case of any such  mutilation,  on
surrender and cancellation of such certificate,  the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

     Section  13.7 Fees and  Expenses.  Each of the  Company  and the  Investors
agrees to pay its own expenses  incident to the  performance of its  obligations
hereunder,   except  that  the  Company   shall  pay  the  fees,   expenses  and
disbursements  of  Investors'  counsel  in the  amount of  $5,000  plus $500 per
Closing of a Put.

     Section 13.8 Brokerage.  Each of the parties hereto  represents that it has
had no dealings in connection  with this  transaction  with any finder or broker
who will demand payment of any fee or commission from the other party other than
Triton West Group,  Inc. whose fee shall be paid by the Company.  The Company on
the one hand, and the Investor,  on the other hand, agree to indemnify the other
against and hold the other  harmless from any and all  liabilities to any person
claiming brokerage commissions or finder's fees on account of services purported
to have been rendered on behalf of the  indemnifying  party in  connection  with
this Agreement or the transactions contemplated hereby.

     Section 13.9 Publicity. The Company agrees that it will not issue any press
release or other public  announcement of the  transactions  contemplated by this
Agreement  without  the  prior  consent  of the  Investor,  which  shall  not be
unreasonably  withheld  nor delayed by more than two (2)  Trading  Days from its
receipt of such  proposed  release;  provided,  however,  that if the Company is
advised by its outside  counsel  that it is  required  by law or the  applicable
rules  of any  Principal  Market  to issue  any such  press  release  or  public
announcement,  then,  it may do so without  the prior  consent of the  Investor,
although  it  shall  be  required  to  provide  prior  notice  (which  may be by
telephone) to the Investor that it intends to issue such press release or public
announcement. No release shall name the Investor without its express consent.

     Section 13.10  Effectiveness  of  Agreement.  This  Agreement  shall become
effective  only upon  satisfaction  of the  conditions  precedent to the Initial
Closing set forth in Article I of the Escrow Agreement.


     IN WITNESS WHEREOF, the parties hereto have caused this Private Equity Line
of  Credit  Agreement  to  be  executed  by  the  undersigned,   thereunto  duly
authorized, as of the date first set forth above.

Dated:  June 30, 2000

                                       PARADIGM MEDICAL INDUSTRIES, INC.


                                       By:/s/ Thomas F. Motter
                                       -------------------------------------
                                       Thomas F. Motter, Chairman & CEO


                                       Triton West Group, Inc.



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