CERTIFICATE OF THE DESIGNATIONS, POWERS,
                     PREFERENCES AND RIGHTS
                             OF THE 
              SERIES C CONVERTIBLE PREFERRED STOCK
                   ($.001 par value per share)

                               of

                PARADIGM MEDICAL INDUSTRIES, INC.
                     a Delaware Corporation

                           __________

                 Pursuant to Section 151 of the 
        General Corporation Law of the State of Delaware

                           __________

     PARADIGM MEDICAL INDUSTRIES, INC., a corporation organized
and existing under the General Corporation Law of the State of
Delaware (the "Corporation"),

     DOES HEREBY CERTIFY:

     FIRST:    That, pursuant to authority conferred upon the
Board of Directors of the Corporation (the "Board") by the
Certificate of Incorporation of said Corporation, and pursuant to
the provisions of Section 151 of the Delaware General Corporation
Law, there hereby is created, out of the 5,000,000 shares of
Preferred Stock of the Corporation authorized in Article FOURTH
of the Certificate of Incorporation (the "Preferred Stock"), a
series of the Preferred Stock consisting of 30,000 shares, $.001
par value per share, to be designated "Series C Convertible
Preferred Stock," and to that end the Board adopted a resolution
providing for the designations, powers, preferences and rights,
and the qualifications, limitations and restrictions, of the
Series C Convertible Preferred Stock, which resolution is as
follows:

     RESOLVED, that the Certificate of the Designations, Powers,
Preferences and Rights of the Series C Convertible Preferred
Stock, dated January 23, 1998 ("Certificate of Designation") be
and is hereby authorized and approved, which Certificate of
Designation shall be filed with the Delaware Secretary of State
in the form as follows:

          1.   Designations and Amount.  Thirty Thousand
(30,000) shares of the Preferred Stock of the Corporation, $.001
par value per share, shall constitute a class of Preferred Stock
designated as "Series C Convertible Preferred Stock" (the "Series
C Preferred Stock").

          2.   Dividends.

          (a)  The holders of each share of Series C Preferred
Stock shall be entitled to receive, when and as declared by the
Board of Directors of the Corporation (the "Board") out of assets
of the Corporation legally available for payment, dividends at
the rate per share of Twelve Percent (12%) per annum of the
aggregate Stated Value (the "Aggregate Stated Value") of the
Series C Preferred Stock (the "Preferred Dividends").  The
"Stated Value" of each share of Series C Preferred Stock shall be
$100.  Such Preferred Dividends shall accrue from the date of
issuance or the last Preferred Dividend record date and be
payable to holders of record of Series C Preferred Stock and
shall be paid, at the Company's sole discretion, in cash or in
shares of Common Stock (the number of whole shares of Common
Stock to be issued shall be the quotient of the Preferred
Dividend divided by the then-effective Conversion Price (as
defined herein)), only if, when and as declared by the Board of
Directors of the Corporation, out of funds legally available for
that purpose, unless sooner declared by the Board of Directors. 
Preferred Dividends on shares of Series C Preferred Stock shall
not be cumulative, so that Preferred Dividends in such amounts
shall have been declared on the shares of the Series C Preferred
Stock and a sum sufficient for the payment thereof shall have
been set apart for such payment, before any dividend shall be
declared or paid or any other distribution ordered or made upon
any class of stock ranking as to dividends or upon liquidation
junior to the Series C Preferred Stock (other than a dividend
payable in such junior stock) and before any sum or sums shall be
set aside for or applied to the purchase or redemption of any
shares of any class of stock ranking as to dividends or upon
liquidation junior to the Series C Preferred Stock (with respect
to rights to dividends and on liquidation, the Series C Preferred
Stock shall rank prior to the Common Stock (as hereinafter
defined)), the Preferred Dividends must be paid.  All Preferred
Dividends declared upon the Series C Preferred Stock shall be
declared pro rata per share.  Holders of shares of Series C
Preferred Stock shall not be entitled to any Preferred Dividends,
whether payable in cash, property or stock, in excess of the
Preferred Dividends at the rate set forth above.  All payments
due under this Section 2 to any holder of shares of Series C
Preferred Stock shall be made to the nearest cent.

          (b)  In addition to, and not in lieu of, Preferred
Dividends payable under Section 2(a), in the event that the
Corporation shall pay, on any date, dividends or any other
distribution of any kind on common stock, $.01 par value per
share (the "Common Stock"), then a dividend or distribution on
each share of Series C Preferred Stock shall be paid in an amount
in cash equal to the cash dividend or, in the event of a
distribution, the holder of Series C Preferred Stock shall
receive such distribution that a holder of Series C Preferred
Stock would have received if such holder had converted its shares
of Series C Preferred Stock to shares of Common Stock immediately
prior to the record date for such dividend or other distribution
at the applicable conversion rate as set forth in Section 5.  The
Corporation shall declare a dividend or distribution on the
Series C Preferred Stock as provided in this Section 2(b)
contemporaneously with the declaration of a dividend or
distribution on the Common Stock.

          (c)  The Corporation may not declare or pay any
dividend or make any distribution of assets on, or redeem,
purchase or otherwise acquire, shares of Common Stock or of any
other capital stock of the Corporation ranking junior to the
Series C Preferred Stock as to the payment of dividends or the
distribution of assets upon liquidation, dissolution or winding
up, unless all declared and unpaid Preferred Dividends on the
Series C Preferred Stock have been or contemporaneously are paid.

          3.   Rights on Liquidation, Dissolution or Winding
Up, Etc.

               (a)  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation (each, a "Liquidation"), the assets of the
Corporation available for distribution to its stockholders,
whether from capital, surplus or earnings, shall be distributed
in the following order of priority:

               (i)  The holders of Series C Preferred Stock
shall be entitled to receive, prior and in preference to any
distribution to the holders of Common Stock, any other series or
class of Preferred Stock or any other class of the Corporation's
capital stock, whether now existing or hereafter created (except
for the Series A Preferred Stock and the Series B Preferred
Stock, with which Series C Preferred Stock shall, for the
purposes of a Liquidation, rank junior), an amount per share
equal to the greater of (A) the amount they would have received
had they converted all of the shares of Series C Preferred Stock
into shares of Common Stock immediately prior to such Liquidation
plus all declared but unpaid dividends on such shares of Series
C Preferred Stock as of the date of such Liquidation or (B) the
Stated Value, subject to adjustment as described in Section 5
hereof.  If, upon the occurrence of a Liquidation, the assets and
funds thus distributed among the holders of the Series C
Preferred Stock shall be insufficient to permit the payment to
such holders of the full aforesaid preferential amounts, then the
entire assets and funds of the Corporation legally available for
distribution shall be distributed ratably among the holders of
the Series C Preferred Stock, in proportion to the preferential
amount each such holder is otherwise entitled to receive.

               (ii)  After distribution of the amounts set
forth in Section 3(a)(i) hereof, the remaining assets of the
Corporation available for distribution, if any, to the
stockholders of the Corporation shall be distributed to (A) the
holders of issued and outstanding shares of Common Stock.  If,
upon the occurrence of such event, the assets and funds thus
distributed among the holders of the Common Stock shall be
insufficient to permit the payment to such holders of the full
aforesaid aggregate amount, then the entire remaining assets and
funds of the Corporation legally available for distribution shall
be distributed ratably among the holders of the Common Stock in
proportion to the number of shares of Common Stock held by each
such holder.

          4.   Voting Rights.  The holders of Series C
Preferred Stock shall not be entitled to vote on any matter
except as required by law.

          5.   Conversion of Series C Preferred Stock.

          (a)  The holders of Series C Preferred Stock shall
have the right, at such holders' option, at any time or from time
to time beginning on the day immediately following the date the
Series C Preferred Stock is first issued and until January 1,
2002, to convert each share of Series C Preferred Stock into such
whole number of shares of Common Stock as is equal to the number
of fully paid and non-assessable shares of Common Stock which
results by dividing the number of shares of Series C Preferred
Stock to be converted by the Conversion Price per share for the
Series C Preferred Stock in effect at the time of conversion. 
The initial "Conversion Price" per share of the Series A
Preferred Stock shall be $1.75.  The holder of any shares of
Series C Preferred Stock, exercising the aforesaid right to
convert such shares into shares of Common Stock shall be entitled
to receive, in cash, an amount equal to all declared dividends
with respect to such shares of Series C Preferred Stock up to and
including the respective conversion date of such shares of Series
C Preferred Stock.

          (b)  Each share of Series C Preferred Stock shall,
subject to adjustment as provided in this Section 5,
automatically be converted into Common Stock by converting each
share of Series C Preferred Stock as is equal to the number of
fully paid and non-assessable shares of Common Stock which
results by dividing each share of Series C Preferred Stock by the
Conversion Price in accordance with Section 5(a) hereof (i) on
January 1, 2002 or (ii) at any time after (x) the 30-day
anniversary of the effective date of the registration statement
on which the shares of Common Stock issuable upon conversion of
the Series C Preferred Stock were registered and (y) 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 Corporation to the holders of the Series C Preferred
Stock is at least $3.50 per share.  

          (c)  Before any holder of Series C Preferred Stock
shall be entitled to convert the same into shares of Common
Stock, such holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the
Corporation or of any transfer agent for the Series C Preferred
Stock, and shall give written notice to the Corporation at its
principal corporate office, of the election to convert the same
and shall state therein the name or names in which the
certificate or certificates for shares of Common Stock are to be
issued.  The Corporation shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of
Series C Preferred Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of
Common Stock to which such holder shall be entitled as aforesaid. 
Such conversion shall be deemed to have been made immediately
prior to the close of business on the date of such surrender of
the shares of Series C Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock as
of such date.

          (d)  The Conversion Price shall be subject to
adjustment from time to time as follows:

          (i)  In the event the Corporation should at any time
or from time to time after the Series C Issuance 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 shall be appropriately decreased so that the
number of shares of Common Stock issuable upon conversion of each
share of such Series C Preferred Stock 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.

          (ii)  If the number of shares of Common Stock
outstanding at any time after the Series C Issuance Date is
decreased by a combination of the outstanding shares of Common
Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately increased so that the
number of shares of Common Stock issuable upon conversion of each
share of Series C Preferred Stock shall be decreased in
proportion to such decrease in outstanding shares.

         (iii) No adjustment in the Conversion Price for the
Series C Preferred Stock 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 5(d)(iii) 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 5(d) 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 Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

          (e)  In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of
indebtedness issued by the Corporation or other persons, assets
(excluding cash dividends) or options or rights not referred to
in Section 5(c) hereof to the holders of Common Stock, then, in
each such case for the purpose of this Section 5(e), the holders
of the Series C Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were
the holders of the number of shares of Common Stock of the
Corporation into which their shares of Series C Preferred Stock
are convertible as of the record date fixed for the determination
of the holders of Common Stock of the Corporation entitled to
receive such distribution.

          (f)  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 5), provision shall be
made so that the holders of the Series C Preferred Stock shall
thereafter be entitled to receive upon conversion of the Series
C Preferred Stock the number of shares of stock or other
securities or property of the Corporation 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 5 with respect to the rights of the
holders of the Series C Preferred Stock after the
recapitalization to the end that the provisions of this Section
5 (including adjustment of the number of shares issuable upon
conversion of the Series C Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

          (g)  The Corporation 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
Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 5 and in the
taking of all such action as may be necessary or appropriate in
order to protect the conversion rights of the holders of the
Series C Preferred Stock against impairment.

          (h)  If any capital reorganization or
reclassification of the capital stock of the Corporation, or
consolidation or merger of the Corporation with and into another
corporation, or the sale of all or substantially all of its
assets to another corporation, shall be effected while any shares
of Series C Preferred Stock are outstanding in such a manner that
holders of shares 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 each holder of Series C
Preferred Stock 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 Series C Preferred Stock, 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 holders of
Series C Preferred Stock to the end that the provisions hereof
(including, without limitation, provisions for adjustment 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 such shares
of Series C Preferred Stock.  

          (i)  (A)  No fractional shares shall be issued upon
the conversion of any share or shares of the Series C Preferred
Stock, 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 Corporation shall make a cash payment equal to the
Fair Market Value (as hereinafter defined) of the Common Stock as
of two business days prior to payment multiplied by such
fraction.  "Fair Market Value" shall mean the closing price of
the Common Stock on the national securities exchange on which the
Common Stock is listed (if the Common Stock is so listed) or on
the NASDAQ National Market or Small Cap Market (if the Common
Stock is regularly quoted on the NASDAQ National Market or Small
Cap Market), or, if not so listed or regularly quoted or if there
is no such closing price, the mean between the closing bid and
asked prices of the Common Stock in the over-the-counter market
or on such exchange or on NASDAQ, or, if such bid and asked
prices shall not be available, as reported by any nationally
recognized quotation service, or if the price is not so reported,
as determined in good faith by the Board.

               (B)  Upon the occurrence of each adjustment or
readjustment of the Conversion Price, the Corporation, at its
expense, shall promptly compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to
each holder of Series C Preferred Stock 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 Corporation
shall, upon the written request at any time of any holder of
Series C Preferred Stock, furnish or cause to be furnished to
such holder a like certificate setting forth (A) such adjustment
and readjustment and (B) 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 a share of such Series C
Preferred Stock. 

          (j)  In the event of any taking by the Corporation
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 Corporation shall
mail to each holder of Series C Preferred Stock, 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.

          (k)  The Corporation 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 Series C Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of the Series
C Preferred Stock; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the
Series C Preferred Stock, in addition to such other remedies as
shall be available to the holder of such Series C Preferred
Stock, the Corporation 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. 

          (l)  The Corporation shall pay all documentary, stamp
or other transactional taxes attributable to the issuance or
delivery of shares of capital stock of the Corporation upon
conversion of any shares of Series C Preferred Stock; provided,
however, that the Corporation 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 holder of the shares of Series C
Preferred Stock in respect of which such shares are being issued. 

          (m)  All shares of Common Stock which may be issued
in connection with the conversion provisions set forth herein
will, upon issuance by the Corporation, be validly issued, fully
paid and nonassessable and free from all taxes, liens or charges
with respect thereto.

          (n)  Any notice required by the provisions of this
Section 5 to be given to the holders of shares of Series C
Preferred Stock 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
Corporation.

          (o)  In the event any shares of Series C Preferred
Stock shall be converted pursuant to Section 5 hereof or
otherwise reacquired by the Corporation, the shares so converted
or reacquired shall be cancelled.  The Certificate of
Incorporation of the Corporation may be appropriately amended
from time to time to effect the corresponding reduction in the
Corporation's authorized capital stock.

          6.   No Pre-emptive Rights.  No holder of shares of
the Series C Preferred Stock will possess any preemptive rights
to subscribe for or acquire any unissued shares of capital stock
of the Corporation (whether now or hereafter authorized) or
securities of the Corporation convertible into or carrying a
right to subscribe to or acquire shares of capital stock of the
Corporation.

          7.   Redemption.  The holders of shares of Series C
Preferred Stock shall have no redemption rights.

          IN WITNESS WHEREOF, Paradigm Medical Industries, Inc.
has caused this Certificate of Designation to be executed this
2nd day of February, 1998.


                         PARADIGM MEDICAL INDUSTRIES, INC.


                         Michael W. Stelzer
                         Vice President of Operations and
                         Chief Operating Officer


                         Randall A. Mackay
                         Secretary

(SEAL)