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Exhibit 10.33


                             DISTRIBUTION AGREEMENT

This Agreement is made on the 12th day of November 2007 by and between  Paradigm
Medical Industries, Inc., 2355 South 1070 West, Salt Lake City, Utah 84119, USA,
+801-977-8970  (hereinafter referred to as Paradigm),  and LACE Elettronica srl,
Via Zoe  Fontana,  220 B1, Rome  00131,  Italy,  +39-064-129-4591  (hereinafter,
together with its subsidiaries and representative offices referred to as LACE).

The effective date of this  Agreement  shall be 1 January 2008, or the date when
the product is fully completed, with all accessories and consumables, to be sold
into the North American  markets,  whichever comes first. The effective date for
Canada  shall be effective  once CSA  regulatory  approval is obtained  from the
Canadian governmental regulatory body.

Paradigm  and LACE wish to enter into a  Distribution  trade  agreement  for the
purpose of supplying  product(s)  modified or  unmodified,  in  accordance  with
Appendix 1, to Paradigm  for the purpose of resale  under tl the  Paradignibrand
and through the Paradigm  distribution  channels in the USA and any other agreed
countries.  The LACE Glaid brand,  in addition to the  Paradigm  brand name will
appear on the product.  Product  branding and brand  positioning will need to be
determined prior to product being brought into field.

     1 Definitions

         1.1   LACE  products  shall mean the products as defined in Appendix 1,
               which will be supplied by LACE to Paradigm and by Paradigm to its
               customers/distributors  in the agreed countries under thec0-brand
               of LACE Glaid brand and labeled as a Paradigm  with an equal size
               font in the following format: PARADIGM - GLAID by LACE.

         1.2   Other products and territories can be included and/or added under
               the terms of this  agreement  by means of  appending to the items
               listed in Appendix 1.

     2 Liaison

         2.1   Paradigm and LACE will each appoint a primary  representative who
               shall be responsible  for  co-coordinating  the activities of the
               parties.

         2.2   The initial primary representatives shall be:

              LACE - Mr. Gualtiero Regini Paradigm - Mr. Raymond Cannefax

     3  Responsibilities of the parties

         3.1   In the  interests of promoting  LACE products as part of Paradigm
               product range,  the parties agree to: a. Participate in regularly
               scheduled  periodic  meetings  to  monitor  the  results  of this
               agreement;   b.  To  jointly   develop  and  collaborate  in  the
               improvement and enhancement of the current product; c. To develop
               enhanced  versions  of the  current  product,  or to develop  new
               products.





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         3.2   This  agreement  may not be modified  except by agreement of both
               parties in a written document signed by both parties and appended
               to this agreement and shall not be unreasonably denied.

         3.3   FDA 510(k)  approval has been filed and  obtained by LACE.  If so
               determined  as necessary  and  beneficial,  LACE will arrange for
               Paradigm to also be named on FDA documents.

         3.4   Copies of all FDA and CE  regulatory  documents  will be provided
               the  Paradigm.  Regulatory  document  updates will be provided to
               Paradigm as soon as such are available and presented to LACE.

         3.5   LACE will maintain patent integrity on the product(s)  throughout
               the life of this agreement.

         3.6   Paradigm  agrees to maintain  individual  product  repair/history
               files and notify LACE per FDA  requirement  of any adverse events
               and report  such to the  appropriate  regulatory  body within the
               required time frames.

     4 Maintenance and installation

         4.1   Warranty:  LACE will provide twelve (12) months warranty from the
               date of  delivery  to end  user  (purchaser)  for  all  the  LACE
               products  supplied to Paradigm.  If faults cannot be corrected at
               Paradigm's  facilities or at the  facilities of trained  Paradigm
               repair  centers,  the  product  then must be returned to LACE for
               repair with  freight  costs  being the burden of LACE.  LACE will
               carry  out such  repairs  as  required  and  return  the goods to
               Paradigm or to their designated  agent or distributor  within ten
               (10) working days from the date of  receiving  such goods,  at no
               cost to Paradigm and will pay return freight costs.

         4.2   LACE will provide technical and product  maintenance  training to
               Paradigm in order for  Paradigm to be able to repair  products at
               Paradigm's  U.S.A.  facility  down  to the  individual  component
               level.

         4.3   LACE will  provide an extended  cost of warranty  for a second or
               subsequent years to Paradigm at the initiation of this agreement.

     5 Performance

         5.1   The  performance  specification  for the products as described in
               Product  Manuals and  promotional  printed  material shall be the
               only performance  guarantee  offered by Paradigm and shall be the
               same performance specifications provided by LACE.



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         5.2   If  the  performance   specifications  change,  it  will  be  the
               responsibility  of LACE  to  notify  Paradigm  of the  change  to
               specification   to  any  product,   providing   specific  details
               regarding  the change and the impact this change will have on the
               product as well as the impact  this change will have on the users
               of the products and their  patients  and in  compliance  with FDA
               regulations  and insure the  product is approved by the FDA prior
               to releasing the product for sale.

         5.3   Paradigm,   having   global   distribution,    shall   be   given
               consideration   for  product   placement  into  countries   where
               Paradigm's current  distribution  channels express an interest in
               the product.  Paradigm  shall have the first right of refusal for
               distribution  to any other  country  where Lace is not  currently
               selling or marketing  the LACE Glaid  product.  Distribution  for
               additional  (new)  territories  will be subject to reasonable new
               minimum quotas.  Paradigm,  when granted  extended  distribution,
               shall be  allowed  exclusive  product  distribution  to  Paradigm
               ophthalmic  and  optometric  product  distributors  in  order  to
               provide for product  consistency  of  Paradigm  products  sold by
               these distributors.  The Authorized  Territories are indicated on
               Appendix I.

         5.4   LACE will provide necessary product to the regulatory agencies of
               countries  that require  product  testing by their own regulatory
               bodies,  at no cost to Paradigm.  Such  countries  include China,
               North  Korea,  Japan and others  that are not  specified  in this
               agreement.

6 Scope of Supply, Delivery, Pricing and Packaging

         6.1   The standard  conditions of purchase of LACE products shall apply
               to all sales of all LACE products to Paradigm.

         6.2   LACE will  make  every  effort to  deliver  products  within  the
               delivery times stated in Appendix 3 of this agreement.  LACE will
               make  Paradigm  aware of any problem that may cause late delivery
               of the  products  as soon as  possible  and as far in  advance as
               possible.  Paradigm  will  make  LACE  aware  in  advance  of any
               significant  expected  increase  or  decrease  in  product  order
               demand.  Paradigm  will  notify  LACE as far as  possible  of any
               fluctuation of the estimated  product  delivery  requirement  and
               LACE  will  use all  reasonable  endeavors  to  accommodate  such
               requirements.  Paradigm will provide to LACE on a monthly basis a
               30-day rolling forecast.

         6.3   Paradigm  agrees to purchase the products  from LACE at the price
               as specified in Appendix 2.

         6.4   LACE will  acknowledge  all purchase orders from Paradigi i three
               (3) working days from receipt of the order.



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         6.5   LACE will be entitled  to invoice on  shipping  of the  products,
               which will be paid by Paradigm prior to shipping. Payment to LACE
               by Paradigm shall be as follows: An initial payment of fifty (50)
               percent will be paid to LACE at time of delivery of product (COD)
               with the fifty (50) percent  balance due to LACE thirty (30) days
               when  product  is  received  at  Paradigm  or at  the  designated
               shipping location with proper acceptance of receipt.

         6.6   Prices set out in Appendix 2 will be valid for twelve months from
               the  effective  date.  LACE will  notify  Paradigm  six months in
               advance of any price increase and will supply a new price-list at
               this time.  The  product  prices set out in  Appendix 2 are in US
               Dollars and are based on an established  global banking  exchange
               in effect on January I, 2008.  Pricing  adjustments that may need
               to be made  in case of a  change  in  competitive  elements  or a
               change in COG are defined in Appendix 2.

         6.7   Installation  of the product(s)  will be arranged by Paradigm its
               nominated subsidiary, distributor, representative or agent, at no
               cost to LACE. LACE may be contacted  during product  installation
               to  answer  any  questions  that  are  unique  and  have not been
               previously addressed. A specific contact for this purpose will be
               provided by LACE.

         6.8   LACE will  provide the product to Paradigm as defined in Appendix
               1, fully tested and fit for purpose and immediate use, wrapped in
               a sealed plastic bag,  supported  inside a sealed  cardboard box,
               with the English operator's manual approved by Paradigm, suitable
               for airfreight and include all parts,  components and accessories
               that comprise each product.

         6.9   LACE  will  ship  product  directly  to  Paradigm   international
               customers  when  requested in order to improve  delivery time and
               aid cost control as well as deal with regulatory issues. Paradigm
               may provide  LACE with  special  shipping  material to be used in
               such shipments such as Paradigm branded packing tape and possibly
               Paradigm  branded  boxing.  If agreed to,  Paradigm  will provide
               Paradigm brand  specific  labeling to be applied to LACE products
               shipped directly to Paradigm customers or distributors.  Paradigm
               will provide instruction  regarding the placement of the Paradigm
               specific product labels.

         6.10  LACE and Paradigm will absorb the cost of  demonstration  devices
               that both parties agree are  necessary  for the proper  marketing
               and sales  efforts of the LACE Glaid  device.  LACE will  provide
               special discounts for demonstration  units at fifty (50%) percent
               of regular price,  $6,000,  with special net-90 payment terms. It
               is agreed  that demo units are not to be sold for a period of one
               year after receipt of the demo unit unless  otherwise  negotiated
               and a written modification to this Agreement is provided.

         6.11  Consumables - to be defined  further as development is completed.
               The consumables are anticipated to consist of electrodes,  and/or
               electrodes  with wiring harness,  and/or a wiring  harness.  Also
               included in this consumable  will be skin cleansing  cream/lotion
               and other necessary  components for the LACE Glaid  instrument to
               be used on  patients.  Consumables  are  designed to be a package
               that is used by the  individual  conducting the PERG exam on each
               individual patient given the exam.



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         6.12  Consumables  - Product sales for quota  requirements  of the LACE
               Glaid  shall  commence  as  soon  as the  consumable  package  is
               completed and ready for delivery. Until the consumable package is
               complete,  Paradigm  will  make a best  effort  to  place as many
               devices  as  possible,  providing  the  purchaser  of  the  Glaid
               assurance that the consumable packages will be available within a
               reasonable time frame of four months or less.

      7 Training

         7.1   LACE  shall  endeavor  to  answer as soon as is  practicable  any
               technical  enquiries  concerning  the  products.  LACE will train
               Paradigm  Technical  Services  engineers and Paradigm  designated
               International Distributors, if so determined, within an agreed to
               time  frame of this  agreement  and as the need  arises  LACE may
               determine and request  needs for future  training on new products
               when such is  necessary.  Training  is at no charge to  Paradigm.
               This  training   will  also  be  made   available  to  Paradigm's
               designated repair agencies in order to provide service and repair
               on a global basis.  These agencies will be considered  authorized
               repair   facilities   for  LACE  products   marketed   under  the
               Paradigm/Dicon  brand name and/or sold by Paradigm under the LACE
               brand name.

         7.2   Paradigm  shall provide sales  training on an annual basis on its
               products.  Such sales  training  may be  conducted at the LACE or
               Paradigm  facilities  or in  conjunction  with  a  trade-show  or
               Ophthalmic  Congress  where  LACE  will  have a  presence.  Sales
               training conducted by LACE will be at no charge to Paradigm. When
               training  is  conducted  in  conjunction  with  a  trade-show  or
               ophthalmic  congress  and both parties are  participating  in the
               congress,  the expenses of traveling,  living and hotel  expenses
               shall be the responsibility of the individual respective parties.

    8  Testing and Quality

         8.1   LACE will  allow  Paradigm  access to observe  the  manufacturing
               process of the  products  relevant to this  agreement.  LACE will
               endeavor to implement measures,  procedures and tests to meet the
               quality  standards  required  by  Paradigm.,  TUV (CE) and/or FDA
               within one month of receiving written notification.

         8.2   LACE will provide Paradigm with copies of all TUV Regulatory (CE)
               Certificates.  In addition,  LACE will provide  copies of all FDA
               510(k) Registration  certificates when they are obtained from the
               U.S. Food and Drug Administration.

         8.3   LACE  may  engage  Paradigm  to  assist  in the FDA  registration
               process of its  products in the United  States of  America.  When
               such FDA 510(k) Registration is performed by Paradigm, all of the


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               related testing results required for TUV CE certification will be
               made  available  to Paradigm  and LACE.  Other  required  testing
               results  performed  by Paradigm  will be made  available to LACE.
               Cost of FDA 510(k)  registration  for LACE products shall be paid
               by LACE to  Paradigm  on a per  product  basis  and as  necessary
               testing and document fees are due.

         8.4   Both parties agree to  immediately  inform the other in the event
               that  their  ISO9001 &  ISO13485  &  MDD93/42/EEC  'Certification
               accreditation  status  changes and both parties will provide each
               other   copies  of  the  ISO9001  &  ISO  13485  &   MDD93/42/EEC
               certificates.

         8.5   Paradigm  shall be authorized to visit the LACE facility at least
               two  times  each  year.  LACE  shall be  authorized  to visit the
               Paradigm facility at least two times each year.  Adequate advance
               notice  from  either  party  shall be given to  assure  all vital
               parties to these meetings will be present.

9 Terms of Termination

         9.1   This  agreement  will last for five (5) years from the  effective
               date.  At the end of the five (5)  years  representatives  of the
               parties will discuss the matter of  continuation of the agreement
               and if mutual  agreement for  continuation  is not reached within
               one  hundred  twenty  (120) days  after the  passage of the above
               referenced   five  (5)  years,   then  the  agreement  is  deemed
               terminated. If within the aforesaid one hundred twenty (120) days
               the  parties  mutually  agree to  continue  the  agreement,  then
               thereafter  either party may  terminate  the  agreement by giving
               twelve months notice in writing.  All  outstanding  orders at the
               time of  notification  will be  supplied  under the terms of this
               agreement  and LACE will  continue  to fulfill  all  orders  from
               Paradigm  until the  aforesaid  twelve  month  notice  period has
               expired.  Notwithstanding  anything which may be to the contrary,
               the  provisions of this clause 9.1 are subject to the  provisions
               of clause 9.2.

         9.2   Either  party  shall be  entitled  forthwith  to  terminate  this
               agreement by written notice to the other if:

              9.2.1  The other party commits any breach of any of the provisions
                     of this  agreement  and in the case of a breach  capable of
                     remedy  fails to remedy the same  within  thirty  (30) days
                     after receipt of a written  notice giving full  particulars
                     of the breach and requiring it to be remedied.

              9.2.2  Any action that is taken that is  equivalent  in the United
                     States of a receiver being appointed for the other party or
                     an assignment  made for the benefit of  creditors,  or if a
                     petition  under the  equivalent  of Federal  bankruptcy  or
                     reorganization  action in the United  States shall be filed
                     by or against the other party and is not  dismissed  within
                     sixty (60) days of such filing or appointment.



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              9.2.2  An encumbrance takes possessions or a receiver is appointed
                     over any of the  property  or assets of that  other  party;
                     that other  party  goes into  liquidation  (except  for the
                     purposes  of  amalgamation  or  reconstruction  and in such
                     manner that the  company  resulting  therefore  effectively
                     agrees to be bound by or assume the obligations  imposed on
                     that other party under this agreement): or that other party
                     ceases or threatens to cease to carry on business.

         9.3   Upon  termination  of this  agreement,  each party shall promptly
               return to the other all materials and other items furnished to it
               by the other party before and during this  agreement  unless such
               materials and items were purchased and paid in full.

         9.4   Both parties agree to a 12-month non-compete clause that Paradigm
               will  abide.  Paradigm  agrees  not  to  sell  any  other  visual
               electrophysiology  system  in  competition  with the  LACE  Glaid
               device   during  the   contract   duration.   LACE  will  provide
               proprietary  technical  documents and  technical  know how to the
               Paradigm  in the  course  of  the  collaboration.  This  training
               activity is provided by LACE free of charge in the perspective of
               long-term business  development.  Therefore Paradigm shall not be
               involved   either   directly  or   indirectly   in   development,
               production, sale or advertisement of any ocular electrophysiology
               product in competition  with Lace  Elettronica  for the 12 months
               following the termination of the present distribution agreement.

    10 Warranty of Title

         10.1  Both  parties  warrant  that it has the right to enter  into this
               agreement  and has  sufficient  right,  title and interest in its
               products  and  related  documentation  to make the grants and the
               commitments  made herein,  and shall not make any  commitments to
               the other inconsistent herewith.

    11 Relationships of the parties

         11.1  Both  parties are  independent  contractors  acting for their own
               accounts  and  are  not  authorized  to make  any  commitment  or
               representation on the other's behalf unless authorized in writing
               by the named representative.

         11.2  LACE is responsible for supplying  products to Paradigm are fully
               compliant  with  all  the  European  legislation  and  directives
               required for CE labeling and with FDA Regulations.

         11.3  LACE agrees to provide  Paradigm  with  copies of all  regulatory
               documents  related to Glaid  including  the FDA 510(k) and the CE
               regulatory certificates.

         11.4  LACE with the aid of Paradigm  will  Copyright or  Trademark  the
               output  of the  Glaid  device  in  order  to  provide  additional
               protection  against  unauthorized  competitive  product  entries.
               Copyright and/or Trademark will be under LACE.



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         11.5  LACE is responsible for the performance and safe operation of its
               products supplied to Paradigm,  Paradigm's customers,  Paradigm's
               distributors and Paradigm's representatives.

         11.6  During the course of this agreement,  should the terms "partner",
               "marketing  partner" or  "partnership"  be used to  describe  the
               cooperative trading  relationship,  both parties shall make clear
               to third  parties  that these  terms  refer only to the spirit of
               cooperation  which  exists  between  LACE and Paradigm and do not
               expressly or otherwise  imply  partnership  in the legal sense of
               this term.

         11.7  LACE and Paradigm shall  collaborate on the marketing and product
               launch costs and strategy when the Product is introduced into the
               North  American  markets and when the product is introduced  into
               other markets.  The level of collaboration and cost sharing shall
               be determined by the needs of both parties, which may change, but
               will  initially  include a  division  costs  related  to  product
               introduction,  marketing  and  promotion.  This  division of cost
               shall be  accomplished  by LACE  providing  a supply  of low cost
               Glaid instruments that can be provided to  thought-leaders in the
               field of glaucoma who agree to provide research and documentation
               of merit on the Glaid product at extra-preferential.

         11.8  It is agreed  that the LACE  Glaid  devices  currently  in use at
               reference  sites  will be  allowed  to remain at these  reference
               sites in exchange for endorsement, validation and the ability for
               the  Glaid  product  to gain  greater  exposure  and  credibility
               through the use of this device by these reference sites. Should a
               current  reference site decide that their study and research with
               the Glaid device has been concluded and that there is no longer a
               need for the Glaid  device,  it is agreed  that the  device  from
               these  specific   reference  sites  will  be  provided  to  other
               potential reference sites.

         11.9  LACE  agrees to provide a  technical  representative,  at special
               meetings,  trade shows, product training and in other cases where
               the  ongoing  sale and  marketing  of the LACE Glaid  device will
               benefit  from the  presence  of a technical  representative.  The
               expense for such will be the responsibility of LACE. The need for
               a technical representative will not be unreasonably denied.

         11.10 Should LACE develop or co-develop with Paradigm new and different
               technology  for use with  Glaid or other  products,  the  parties
               would  negotiation,  in good  faith,  a new  agreement  for sales
               volume and territory distribution for the new device.

         11.11 Paradigm will continue to work with the various  institutions and
               doctors who are conducting research and clinical studies with the
               LACE Glaid device in order to remain current with all development
               and  scientific  progress  being made to the  product.  The sites
               where this is taking place are referred to in this Agreement,  in
               11.7, as reference sites.


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         11.12 Paradigm  agrees  to  have a  company  representative  visit  the
               current  reference  sites  and meet  with the  doctors  and other
               professionals conducting research, clinical studies and using the
               LACE Glaid device. A reasonable  effort will be made to meet with
               the  thought-leaders  at the current reference sites prior to the
               introduction of the Glaid device into the North American markets.

         11.13 Cost of Goods (COG). The cost of goods are defined in Appendix 2.

         11.14 Competitive  Pricing:  Annual review and  adjustments  defined in
               Appendix 2.

         11.15 Regulatory parts supply  requirements:  LACE will agree to supply
               Paradigm with repair and  replacement  parts for a period of five
               years past the term of this  Agreement or the  termination of the
               Agreement in order to comply with the FDA  regulations of medical
               product maintenance.

         11.16 Thought  Leaders:  Paradigm  and LACE will agree to  contact  and
               present  the Glaid  device to thought  leaders,  defined as noted
               authority  of accepted  peer review  publications  or two or more
               podium  presentations  at medical  conferences  per year,  in the
               field of Glaucoma.  The objective  will be to meet with a minimum
               of one  recognized  thought leader per quarter with the intent of
               gaining recognition and acceptance of the Glaid device.

         11.17 LACE and  Paradigm  will agree to  develop a program of  "loaner"
               Glaid  devices  to be used by  industry  thought  leaders  as the
               market  for the Glaid  product  is  developed  and  expanded.  In
               addition  to  "loaner"  Glaid  devices,  LACE  agrees to  provide
               extra-preferential  pricing,  negotiated in good faith,  to those
               individuals deemed to be thought leaders and who agree to provide
               research and  documentation  of merit on the Glaid product.  This
               extrapreferential  pricing  will  be  provided  to  Paradigm  for
               specific use purpose Glaid devices and will be negotiated in good
               faith  on  a  -case-by-case  basis.  This  extra-special  product
               pricing  shall  also  include  pricing  for at least one  device,
               referred to as a "loaner" that will be available,  from Paradigm,
               for use in case of product failure and/or for short term research
               projects.

         11.18 LACE shall  provide  Paradigm  with at least one (1) loaner Glaid
               device  in  order  to  support  the  customers   who   experience
               out-of-box   (baby)  failures  or  product  failures  during  the
               warranty  period.  Paradigm  has already  purchased  and received
               delivery of two Glaid  devices  that are  intended to be used for
               demonstration and exhibit purposes. When available and not in use
               for  demonstrations  or at  exhibits,  Paradigm  will make  these
               devices  available for use in case of out-of-box (baby) failures.
               LACE will make  available to Paradigm one (1) loaner Glaid device
               after the sale of the first ten (10) Glaid devices.



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    12 Miscellaneous

         12.1  The parties shall inform their  respective  parent or controlling
               companies, prior to execution hereof, of the existence, terms and
               conditions of this agreement.

         12.2  Neither party may assign,  transfer or delegate any of the rights
               or  obligations  set forth in this  agreement  without  the prior
               written  consent  of the duly  authorized  representative  of the
               other party which will not be unreasonably denied.

         12.3  The  failure  of  either  party  to  enforce,  in any one or more
               instance,  any of the terms or conditions of this agreement shall
               not be  construed  as a waiver of the future  performance  of any
               such term or condition.

         12.4  Disputes  arising  in  connection  with this  agreement  shall be
               mediated.

Any disputes  arising in connection  with this agreement  shall be settled under
the United Nations  Convention on Contracts for the International  Sale of Goods
(1980) in the United Kingdom.

In witness whereof LACE and Paradigm Medical  Industries,  Inc. have caused this
agreement to be executed in its names by it's duly authorized representatives as
of the Effective date.

FOR AND ON BEHALF OF                            FOR AND BEHALF OF

Paradigm Medical Industries, Inc.               LACE Elettronica

Signature:/s/ Raymond P.L. Cannefax             Signature: /s/ Alessio Romani

Name:    Raymond P.L. Cannefax                  Name:  Alessio Romani

Title:  President & Chief Executive Officer     Title:  President & Chief
                                                Executive Officer





Date:         24 January 2007                   Date:   16 /Gen/ 08
Witness:      Diane Macknight                   Witness: Serena Rossi
              Sales Administrator                        Sales Assistant

Signature:    /s/ Diane MacKnight               Signature: /s/ Serena Rossi
                                                         Sales Assistant







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