THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES
ACT OF 1933 (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT.

Void after 5:00 p.m., Mountain Standard Time, February 24, 2001.


                                    Warrant to Purchase 100,000
                                       Shares of Common Stock
                                                                
        


                     WARRANT TO PURCHASE COMMON STOCK

                    PARADIGM MEDICAL INDUSTRIES, INC. 

               This is to certify that, FOR VALUE RECEIVED,

                             WIN CAPITAL CORP.


or registered assigns (the "Holder"), is entitled to purchase,
subject to the provisions of this Warrant, from PARADIGM MEDICAL
INDUSTRIES, INC., a Delaware Corporation (the "Company"), at any
time on or after February 25, 1998, and not later than 5:00 p.m.,
Mountain Standard Time, on February 24, 2001, 100,000 shares of
common stock, $.001 par value of the Company (the "Common Stock")
at a purchase price of $3.00 per share.  The Warrant will be
callable prior to its expiration at $.05 per share, for such
number of shares of Common Stock into which the Warrant is
exercisable, upon thirty (30) days' written notice at any time
after (i) the thirty (30) day anniversary of the effective date
on the registration statement in which the shares of Common Stock
issuable upon exercise of the Warrant are registered, (ii) the
average closing price of the Common Stock for the twenty (20) day
period immediately prior to the date on which notice of
redemption is given to the Holder is at least $5.00 per share,
and (iii) the Company has redeemed its outstanding 12%
Convertible, Redeemable Promissory Notes issued in a private
placement transaction.  The number of shares of Common Stock to
be received upon the exercise of this Warrant and the price to be
paid for a share of Common Stock may be adjusted from time to
time as hereinafter set forth.  The shares of the Common Stock
deliverable upon such exercise, and as adjusted from time to
time, are referred to as "Warrant Stock" and the exercise price
of a share of Common Stock in effect at any time and as adjusted
from time to time is referred to as the "Exercise Price."

      1.    Exercise of Warrant.  Subject to the provisions of 
hereof, this Warrant may be exercised in whole or in part at any
time or from time to time on or after February 25, 1998 by
presentation and tender to the Company the Purchase Form annexed
hereto, duly executed and accompanied by payment of the Exercise
Price for the number of shares specified in such form, together
with all federal and state taxes applicable upon such exercise. 
If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute
and deliver a new Warrant evidencing the right of the holder to
purchase the balance of the shares purchasable hereunder.  Upon
receipt by the Company of this Warrant at the office or agency of
the Company, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

      2.    Reservation of Shares.  The Company shall reserve for
issuance and/or delivery upon exercise of this Warrant such
number of shares of its Common Stock as shall be required for
issuance or delivery upon exercise of this Warrant.

      3.    Fractional Shares.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise
of this Warrant.  With respect to any fraction of a share called
for upon any exercise hereof, the Company shall pay to the Holder
an amount in cash equal to such fraction multiplied by the
current market value of such fractional share.

      4.    Exchange, Assignment or Loss of Warrant. This Warrant
is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company for other
Warrants of different denominations entitling the holder thereof
to purchase in the aggregate the same number of shares of Common
Stock purchasable hereunder.  The term "Warrant" as used herein
includes any Warrants issued in substitution for or replacement
of this Warrant, or into which this Warrant may be divided or
exchanged.  Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification including a surety bond,
and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.  Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part
of the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by
anyone.

      5.    Rights of the Holder.  The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth
herein.

      6.    Adjustment of Exercise Price.  The Exercise Price of
Each Warrant shall be subject to adjustment from time to time as
follows:

            (a)   If the number of shares of Common Stock
outstanding at any time after the date hereof is increased by a
stock dividend payable in shares of Common Stock or by a
subdivision or split-up of shares of Common Stock, then, on the
date such payment is made or such change is effective, the
Exercise Price of a Warrant shall be appropriately decreased so
that the number of shares of Common Stock issuable on exercise of
such Warrant shall be increased in proportion to such increase of
outstanding shares.

            (b)   If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a
combination of the outstanding shares of Common Stock, then, on
the effective date of such combination, the Exercise Price of a
Warrant shall be appropriately increased so that the number of
shares of Common Stock issuable on exercise of a Warrant shall be
decreased in proportion to such decrease in outstanding shares.

            (c)   In case, at any time after the date hereof, of
any capital reorganization, or any reclassification of the stock
of the Company (other than as a result of a stock dividend or
subdivision, split-up or combination of shares), or the
consolidation or merger of the Company with or into another
person (other than a consolidation or merger in which the Company
is the continuing entity and which does not result in any change
in the Common Stock), or of the sale or other disposition of all
or substantially all the properties and assets of the Company,
the Warrants shall, after such reorganization, reclassification,
consolidation, merger, sale or other disposition, be convertible
into the kind and number of shares of stock or other securities
or property of the Company or otherwise to which such holder
would have been entitled if immediately prior to such
reorganization, reclassification, consolidation, merger, sale or
other disposition he had converted his Warrants into Common
Stock.  The provisions of this clause (c) shall similarly apply
to successive reorganizations, reclassifications, consolidations,
mergers, sales or other dispositions.

            (d)   All calculations under this paragraph 6 shall
be made to the nearest cent or to the nearest one hundredth
(1/100) of a share, as the case may be.

            (e)   Minimal Adjustments.  No adjustment in the
Exercise Price need be made if such adjustment would result in a
change in the Exercise Price of less than $0.01.  Any adjustment
of less than $0.01 which is not made shall be carried forward and
shall be made at the time of and together with any subsequent
adjustment which, on a cumulative basis, amounts to an adjustment
of $0.01 or more in the Exercise Price.

            (f)   Certificate as to Adjustments.  Upon the
occurrence of each adjustment or readjustment of the Exercise
Price pursuant to this paragraph (f), the Company at its expense
shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to each
holder of Warrants a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.  The Company shall, upon
written request at any time of any holder of Warrants, furnish or
cause to be furnished to such holder a like certificate setting
forth (i) such adjustments and readjustments, (ii) the Exercise
Price of such series at the time in effect, and (iii) the number
of shares of Common Stock and the amount, if any, of other
property which at the time would be received upon the exercise of
the Warrants.

            (g)   Reservation of Stock Issuable Upon Exercise. 
The Company 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 exercise of the Warrants such number of
its shares of Common Stock as shall from time to time be
sufficient to effect the exercise of all outstanding Warrants;
and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the exercise of
all then outstanding Warrants, the Company 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 purpose.

            (h)   Reclassification, Reorganization or Merger.  In
case of any reclassification, capital reorganization or other
change of outstanding shares of Common Stock of the Company
(other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of an
issuance of Common Stock by way of dividend or other distribution
or of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which
merger the Company is the continuing corporation and which does
not result in any reclassification, capital reorganization or
other change of outstanding shares of Common Stock of the class
issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company
as an entirety or substantially as an entirety, the Company shall
cause effective provision to be made so that the holder shall
have the right thereafter, by exercising this Warrant to purchase
the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital
reorganization or other change, consolidation, merger, sale or
conveyance.  Any such provision shall include provision for
adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant and
shall expressly provide that the issuer of securities to be
thereafter received on exercise of this Warrant assumes
obligations for registration of the Warrant and Warrant Stock
issuable on exercise of the Warrant substantially in accordance
with the provisions of Section 1 of this Warrant.  The foregoing
provisions of this Section  shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales
or conveyances.  

            (i)   Dissolution.  In case of a dissolution,
liquidation, or winding up of the Company, all purchase rights
under this Warrant shall terminate at the close of business on
the date as of which holders of record of the Common Stock shall
be entitled to participate in a distribution of the assets of the
Company in connection with such dissolution, liquidation or
winding up.  Any Warrant not exercised prior to such time shall
be void and no rights shall exist thereunder.  In any such case
of termination of purchase rights, a statement thereof shall be
included in the notice required by this Warrant. 

      7.01 Definitions.  As used in this Paragraph 7:

      (a)   The terms "register", "registered", and
"registration" refer to a registration effected by preparing and
filing a registration statement in compliance with the Act and
the declaration or ordering of the effectiveness of such
registration statement.

      (b)   The term "Registrable Securities" means (i) the
Common Stock issued or issuable pursuant to the exercise of the
Warrants and (ii) any Common Stock of the Company issued or
issuable in respect of such Common Stock or other securities
issued or issuable pursuant to the exercise of the Warrants upon
any stock split, stock dividend, recapitalization, or similar
event, or any Common Stock otherwise issued or issuable with
respect to the Warrants.  Notwithstanding anything set forth
above, the above-described securities shall not be treated as
Registrable Securities if and so long as they (A) have been sold
to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (B) have been
sold (or are available for sale in the opinion of counsel to the
Company and market conditions would permit the sale of such
shares within a 90 day period) pursuant to Rule 144(k) in a
transaction exempt from the registration and prospectus delivery
requirements of the Act so that all transfer restrictions and
restrictive legends with respect thereto are removed upon the
consummation of such sale.

      (c)   The term "Holder" means any holder holding
Registrable Securities or the Shares (and any person holding
Shares or Registrable Securities to whom the registration rights
have been transferred pursuant to paragraph 9 hereof).

      (d)     The term "SEC" means the Securities and Exchange
Commission or any successor agency thereto.

      7.02  Registration Rights.  The Company shall file a
registration statement with the SEC to register the shares of
Common Stock issuable to the Holder upon conversion of this
Warrant within forty-five (45) days of the initial closing of the
Company's offering of 12% convertible, redeemable promissory
notes (the "Offering") and will keep such registration statement
current until such time as the shares of Common Stock issuable
upon conversion of the notes offered in the Offering are freely
tradeable pursuant to Rule 144(k) promulgated under the
Securities Act of 1933, as amended, all at the Company's cost and
expense (except commissions or discounts and attorney's fees and
costs of the Holder).  Additionally, the Holder will have the
right to demand the registration of the shares issuable upon
exercise of this Warrant beginning six months after the closing
of a public offering of the Company's securities if such Warrant
is not exercised during the period in which the registration
statement for the shares of Common Stock issuable upon conversion
of the notes in the Offering is kept current and such shares are
not otherwise registered.

      7.03  Company Registration.

      (a)   If at any time, or from time to time, the Company
shall determine to register any of its securities, either for its
own account or for the account of a security holder or holders,
other than a registration relating solely to employee benefit
plans, or a registration on Form S-4 relating solely to an SEC
Rule 145 transaction, or a registration on any other form (other
than Form S-1, S-3, SB-1 or SB-2) which does not include
substantially the same information as would be required to be
included in a registration statement covering the sale of
Registrable Securities, the Company will:

            (i)   promptly give to each Holder written notice
thereof; and

            (ii)  include in such registration (and any related
qualification under blue sky laws or other compliance), and in
any underwriting involved therein (if the Holder so desires), all
the Registrable Securities specified in any written request or
requests by any Holder or Holders received by the Company within
twenty (20) days after such written notice is received on the
same terms and conditions as the Common Stock, if any, otherwise
being sold through the underwriter in such registration.

      (b)   If the registration that the Company gives notice is
for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written
notice given pursuant to paragraph 7.3(a).  All Holders desiring
to distribute their securities through such underwriting, if any,
(together with the Company and the other holders distributing
their securities through such underwriting) shall enter into an
underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company.

      (c)   Notwithstanding any other provision of this paragraph
7.03, if the underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten,
the underwriter may limit the Registrable Securities or other
securities to be included in the registration; provided, however,
that if such registration is other than the first registered
offering of the Company's securities to the public, the
underwriter may not limit the Registrable Securities to be
included in such registration to less than 30% of the securities
included therein (based on aggregate market values).  Any
reduction by the underwriter of the number of Registrable
Securities or other securities to be included in such
registration shall be made in the following manner:  initially,
shares of Common Stock held by the founders or other members of
the Company's management shall be excluded from such underwritten
public offering to the extent required by the underwriter, and if
a further reduction in the number of shares is required, the
Company shall so advise all Holders and other holders
distributing their securities through such underwriting and the
number of shares of Registrable Securities and other securities
that may be included in the registration and underwriting shall
be allocated among the holders thereof in proportion, as nearly
as practicable, to the respective amounts of Registrable
Securities and other securities contractually entitled to
registration with the offering held by such Holders and other
holders at the time of filing of the Registration Statement.  To
facilitate the allocation of shares in accordance with the above
provisions, the Company may round the number of shares allocated
to any Holder or holder to the nearest 100 shares.  The Company
shall advise all Holders of Registrable Securities which would
otherwise be registered and underwritten pursuant hereto of any
such limitations, and the number of shares of Registrable
Securities that may be included in the registration.  If any
Holder or holder disapproves of the terms of any such
underwriting, such Holder or holder may elect to withdraw
therefrom by written notice to the Company and the underwriter. 
Any securities excluded or withdrawn from such underwriting shall
not be transferred in a public distribution prior to ninety (90)
days after the effective date of the registration statement
relating thereto, or such shorter period of time as the
underwriters may require.

      (d)   The Company shall have the right to terminate or
withdraw any registration initiated by it under this paragraph
7.03 prior to the effectiveness of such registration whether or
not any Holder has elected to register securities in such
registration.

      7.04  Registration on Form S-3.    If any Holder or
Holders request that the Company file a registration statement on
Form S-3 (or any successor form to Form S-3) for a public
offering of shares of the Registrable Securities the reasonably
anticipated aggregate price to the public of which, net of
underwriting discounts and commissions, would exceed $500,000,
and the Company is a registrant entitled to use Form S-3 to
register the Registrable Securities for such an offering, the
Company shall use its best efforts to cause such Registrable
Securities to be registered for the offering on such form and to
cause such Registrable Securities to be qualified in such
jurisdictions as the Holder or Holders may reasonably request;
provided, however, that the Company shall not be required to
effect more than one registration pursuant to this paragraph 7.04
in any twelve (12) month period.  The substantive provisions of
paragraph 7.03 shall be applicable to each registration initiated
under this paragraph 7.04.

      7.05  Expenses of Registration.  All expenses incurred in
connection with any registration, qualification or compliance
pursuant to this Paragraph 7, including, without limitation, all
registration, filing and qualification fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company,
accounting fees and expenses, and expenses of any special audits
incidental to or required by such registration, shall be borne by
the Company; provided, however, that the Company shall not be
required to pay stock transfer taxes or underwriters' fees,
discounts or commissions relating to Registrable Securities, or
fees of counsel for the selling shareholders.

      7.06  Information by Holder.  The Holder or Holders of
Registrable Securities included in any registration shall furnish
to the Company such information regarding such Holder or Holders,
and the distribution proposed by such Holder or Holders, as the
Company may request in writing and as shall be required in
connection with any registration, qualification or compliance
referred to in this Paragraph 7.

      7.07  Sale Without Registration.  If at the time of any
transfer of any Registrable Securities, such Registrable
Securities shall not be registered under the Act, the Company may
require, as a condition of allowing such transfer, that the
Holder or transferee furnish to the Company (a) such information
as is necessary in order to establish that such transfer may be
made without registration under the Act, and (b) (if the transfer
is not made in compliance with Rule 144 other than a transfer not
involving a change in beneficial ownership or a pro rata
distribution by a partnership to its partners) at the expense of
the Holder or transferee, an opinion of counsel satisfactory to
the Company in form and substance to the effect that such
transfer may be made without registration under the Act; provided
that nothing contained in this paragraph 7.09 shall relieve the
Company from complying with any request for registration,
qualification, or compliance made pursuant to the other
provisions of this Paragraph 7.

      7.08  Market Stand-off Agreement.  The Holders, if
requested by the Company and an underwriter of Common Stock (or
other securities) of the Company, shall agree not to sell or
otherwise transfer or dispose of any Securities held by the
Holders during the ninety (90) day period following the effective
date of a registration statement covering an initial public
offering of the Company's securities filed under the Act provided
that:

            (a)  such agreement shall only apply to the first
such registration statement of the Company filed after the date
of this Warrant including shares of Common Stock (or other
securities) to be sold on its behalf to the public in an
underwritten offering; and

            (b)  all Holders holding more than one percent of the
outstanding Common Stock, all officers and directors of the
Company and all other holders of registration rights of the
Company (whether or not pursuant to this agreement) enter into
similar agreements.  Such agreement shall be in writing in the
form satisfactory to the Company and such underwriter.  The
Company may impose stop-transfer instructions with respect to the
Securities subject to the foregoing restriction until the end of
the foregoing period.

      7.09  Amendment of Registration Rights.  With the written
consent of the Holders of a majority of the then outstanding
Registrable Securities (including securities exercisable for or
convertible into Registrable Securities), the Company may amend
this Paragraph 7, or enter into an agreement with any holder or
prospective holder of any securities of the Company which would
allow such holder or prospective holder to include such
securities as Registrable Securities under this Paragraph 7.

      7.10  Termination of Registration Rights.  The demand
rights provided for in this Paragraph 7 shall be exercisable only
between February 25, 1998 and February 24, 2001.

      8.    Warrant Callable Under Certain Circumstances.  If the
Company registers shares of its Common Stock with the Commission
and such shares are traded on an established securities exchange,
the Warrant will be callable by the Company at $.05 per share,
for such number of shares of Common Stock into which the Warrant
is exercisable, upon thirty (30) days' written notice at anytime
after (a) the thirty (30) day anniversary of the effective date
of the registration statement on which the shares of Common Stock
issuable upon exercise of the Warrant are registered, (b) the
average closing price of the Common Stock for the twenty (20) day
period immediately prior to the date on which notice of
redemption is given by the Company to the Holder is at least
$5.00 per share, and (c) the Company has redeemed its 12%
Convertible, Redeemable Promissory Notes issued in a private
placement transaction.

      9.    Transfer to Comply with the Securities Act 1933.

              (a) This Warrant or the Warrant Stock or any other
security issued or issuable upon exercise of this Warrant may not
be offered or sold except in compliance with the Securities Act
of 1933, as amended, and then only against receipt of an
agreement of such person to whom such offer of sale is made to
comply with the provisions of this Section 9 with respect to any 
resale or other disposition of such securities.

            (b)   The Company may cause the following legend to
be set forth on each certificate representing Warrant Stock or
any other security issued or issuable upon exercise of this
Warrant not theretofore distributed to the public or sold to
underwriters for distribution to the public pursuant to Section
1 hereof, unless counsel for the Company is of the opinion as to
any such certificate that such legend is unnecessary:

      The securities represented by this certificate may not be
offered for sale, sold or otherwise transferred except pursuant
to an effective registration statement made under the Securities
Act of 1933 (the "Act"), or pursuant to an exemption from
registration under the Act, the availability of which is to be
established to the satisfaction of the Company.

      10.   Applicable Law.  This Warrant shall be governed by,
and construed in
accordance with, the laws of the State of Utah. 

                       Paradigm Medical Industries, Inc.


                       Thomas F. Motter, President and Chief
                       Executive Officer

ATTEST:

Randall A. Mackey, Secretary

Date: Effective as of February 25, 1998

[SEAL]

<PAGE>

                               PURCHASE FORM

                                  Date ______________, 19__


      The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing __________ shares of
Common Stock and hereby makes payment of $__________ in payment
of the actual exercise price thereof.

                  INSTRUCTIONS FOR REGISTRATION OF STOCK

Name___________________________________________________________
      (please typewrite or print in block letters)

Address_______________________________________________________


                                         
Signature______________________________

<PAGE>

                              ASSIGNMENT FORM

      FOR VALUE RECEIVED _________________________________ hereby
sells, assigns and transfers unto

Name
_____________________________________________________________
      (please typewrite or print in block letters)

Address 
_________________________________________________________


the right to purchase Common Stock represented by this Warrant to
the extent of ______ shares as to which such right is exercisable
and does hereby irrevocably constitute and appoint
_________________________________________ attorney, to transfer
the same on the books of the Company with full power of
substitution in the premises.



                       Signature _____________________________



Date:  ____________________, 199__