MUTUAL RELEASE AND SETTLEMENT AGREEMENT

                                    RECITALS

          WHEREAS,  on September 23, 1996,  Zevex,  Inc.  ("Zevex") and Paradigm
Medical Industries, Inc. ("Paradigm") (collectively, the "Parties") entered into
a Design, Engineering and Manufacturing Agreement ("Manufacturing Agreement");

          WHEREAS, each Party agrees to terminate the Manufacturing Agreement by
mutua]  agreement in  accordance  with  Paragraph  10.3(a) of the  Manufacturing
Agreement;

          WHEREAS,  each Party  desires to settle all disputes  between them and
completely  release  the other  Party from any claim  arising  out or in any way
relating to the Manufacturing Agreement:

          NOW THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, and for other good and valuable consideration, the sufficiency
of which are hereby acknowledged, the Parties agree as follows:

          1. Incorporation of Recitals.  The foregoing Recitals are incorporated
herein by reference as if fully set forth here.

          2. Mutual Release.

          A.       Zevex. Zevex hereby fully and completely  releases,  remises,
                   acquits and forever  discharges  and agrees to hold harmless,
                   Paradigm,   any  affiliates  thereof,  and  their  respective
                   directors, officers, shareholders, employees, representatives
                   and agents,  and any person or entity  acting for or on their
                   behalf  (collectively  the "Paradigm Group") from and against
                   any and all judgments,  claims, expenses,  actions, causes of
                   action, suits, demands, damages and liabilities, and costs of
                   every kind or nature,  whether  judicial,  administrative  or
                   otherwise,  in law or in equity, known or unknown,  foreseen,
                   unforeseen  or  unforeseeable,  which Zevex,  any  affiliates
                   thereof,   and/or  their  respective   directors,   officers,
                   shareholders,  employees, representatives and agents, and any
                   person or entity acting for or on their behalf (collectively,
                   the "Zevex  Group") now has or may have,  whether  heretofore
                   asserted or not,  arising from, out of, or in any way related
                   to,  directly or indirectly,  or based in whole or in part on
                   any  facts  or  matters   concerned  with  the  Manufacturing
                   Agreement or the design,  sale or rnatiufacture of the Photon
                   Laser  Phaecoemulsification  system, the Precisionist  Thirty
                   Thousand, the Photon Laser Phaco or any other product, system
                   or part that  either  party  designed,  manufactured  or sold
                   under the Manufacturing Agreement.


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          B.       Paradigm.  Paradigm  hereby  fully and  completely  releases,
                   remises,  acquits and forever discharges,  and agrees to hold
                   harrriless,  the Zevex  Group  from and  against  any and all
                   judgments,  claims,  expenses,  actions,  causes  of  action,
                   suits, demands,  damages and liabilities,  and costs of every
                   kind  and  nature,   whether   judicial,   administrative  or
                   otherwise,  in law or in equity, known or unknown,  foreseen,
                   unforeseen or unforeseeable, which the Paradigm Group, or any
                   part  thereof,  now  has  or  may  have,  whether  heretofore
                   asserted or not,  arising from, out of, or in any way related
                   to,  directly or indirectly,  or based in whole or in part on
                   any  facts  or  matters   concerned  with  the  Manufacturing
                   Agreement or the design,  sale or  manufacture  of the Photon
                   Laser  Phaecoemulsification  system, the Precisionist  Thirty
                   Thousand, the Photon Laser Phaco or any other product, system
                   or part that  either  party  designed,  manufactured  or sold
                   under the Manufacturing Agreement.

3.        Consideration.

          A.       Zevex.

                   1.      In  consideration  of this release,  Paradigm  hereby
                           issues to Zevex 300,000  shares of Paradigm's  common
                           stock.  The stock is issued in a private  transaction
                           and the Parties  acknowledge that such shares will be
                           "restricted  securities".  On or after August 1, 2000
                           Zevex  will have the right to request  that  Paradigm
                           register  for public  sale with the SEC all  Paradigm
                           shares  that  Zevex  owns  either  on  a   short-form
                           registration  statement,  if such form is  available,
                           or,  if  such  form  is  not  available,  then  on  a
                           long-form registration statement.  Within thirty (30)
                           days of the date  this  Agreement  is  signed by both
                           Parties, the Parties shall enter into an appropriate,
                           definitive registration rights agreement.

                   2.      Paradigm  will  have  an  option  to  repurchase  the
                           300,000  shares  described  above at $5.55 per share.
                           This option will expire on July 31, 2000.

                   3.      Zevex hereby  agrees to vote the shares as instructed
                           by Paradigm's Board of Directors.

          B.       Paradigm.

                   1.      Within twenty (20) days of the date this Agreement is
                           signed  by  both  Parties,   Zevex  will  deliver  to
                           Paradigm all


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                           model Thirty Thousand and Photon systems inventories,
                           work  in  progress  and  compJeted  systems  and  all
                           support documentation related thereto.

                   2.      Notwithstanding   the  above,   promptly  after  both
                           Parties  have  signed  this  Agreement,   Zevex  will
                           deliver to Paradigm the source code for the software,
                           as well as intellectual property related to the model
                           Thirty   Thousand  and  Photon   systems   (with  the
                           exception  of the  technology  related  to the  Phaco
                           drive circuit).

          4. Publicity. The Parties agree that they shall not issue any reports,
statements or releases  pertaining to this Agreement;  provided,  however,  that
either  party  may issue any press  release  or other  announcement  or make any
filing required to comply with its obligations under federal or state securities
laws or NASDAQ National  Market rules.  The Parties further agree that they will
keep the terms of this Agreement  strictly  confidential and will not reveal the
terms and conditions of the Agreement to any third party.

          5.  Confidentiality.  Neither Party will release,  publish,  reveal or
disclose,  directly or  indirectly,  any of the other  Party's  confidential  or
proprietary  information,  unless:  (1) the information is publicly known at the
time of its disclosure;  (2) the  information is lawfully  received from a third
party not  bound by a  confidential  relationship  to the  other  Party;  (3) is
published or made known to the public by the other Party; or (4) can be shown to
have been developed  independently  by the receiving Party without any reference
to information shared or developed pursuant to the Manufacturing Agreement.

         6. Entire Agreement. This Agreement is the entire agreement between the
Parties  and  will   supercede   any  other   written  or  oral   agreements  or
understandings with respect to the subject matter herein.

         7. Interpretation and Construction.  This Agreement will be interpreted
and  construed   only  by  its  contents  and  no  presumption  or  standard  of
construction in favor of any party will apply. The Settlement  Agreement will be
interpreted by the laws of the State of Utah.

          8. Attorney's Fees. In the event either Party hereto commences a legal
proceeding to enforce any of the terms of this Agreement,  the prevailing  Party
in such action shall have the right to recover  reasonable  attorneys'  fees and
the costs from the other Party, to be fixed by the court in the same action.

         9. Scope of the Agreement.  The terms,  covenants and conditions herein
contained  shall be binding and inure to the  benefit of the heirs,  successors,
transferees and assigns of the Parties.


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         10. Counterparts.  This Agreement may be executed in counterparts,  and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.

         11.  Representations  and  Warranties.  The  individuals  signing  this
Agreement  on behalf of each party hereby  represent  and warrant that they have
the power and authority to bind the entity for which they are signing.

Dated: Nov. 24,1999                            Dated: Nov. 24, 1999

/s/ Dean Constantine                           /s/ Thomas Motter
-------------------------------                ---------------------------------
Dean Constantine, President/CEO                Thomas  Motter, President/CEO
Zevex, Inc.                                    Paradigm Medical Industries, Inc.