SECURITIES EXCHANGE AGREEMENT

                   by and between

              PARADIGM MEDICAL INDUSTRIES, INC.

                        and

                   THE SECURITYHOLDERS
                     SIGNATORY HERETO


                   

                 Dated as of February 2, 1998

                   
<PAGE>

      THIS SECURITIES EXCHANGE AGREEMENT is dated as of February
___, 1998, by and between PARADIGM MEDICAL INDUSTRIES, INC., a
Delaware corporation (the "Company") and the person named on the 
signature page hereof and signatory hereto (a "Holder").

      In consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt
of which is hereby acknowledged, the parties agree as follows:

                            ARTICLE I

                           DEFINITIONS

      Section 1.1Definitions.  As used in this Agreement, and
unless the context requires a different meaning, the following
terms have the meanings indicated:

      "Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder.

      "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. 
For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

      "Agreement" means this Securities Exchange Agreement, as
the same may be amended, supplemented or modified in accordance
with the terms hereof and in effect.

      "Code" means the Internal Revenue Code of 1986, as amended,
and any successor code thereto, and any reference to the Code
shall include a reference to any successor provisions.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means the common stock, $.001 par value per
share, of the Company.
      
      "Company" means Paradigm Medical Industries, Inc., a
Delaware corporation and any successor to the Company, whether by
contract, assumption, merger, consolidation, operation of law or
otherwise.

      "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.  Section references to
ERISA are to ERISA as in effect at the Time of Exchange and any
subsequent provisions of ERISA amendatory thereof, supplemental
thereto or substituted therefor.

      "ERISA Plan" means an employee benefit plan as such term is
defined in Section 3(3) of ERISA, with respect to which the
Company or an Affiliate is a disqualified person or a party in
interest, as those terms are defined in Section 4975 of the Code
and Section 3(14) of ERISA, respectively.

      "Exchange Preferred Stock" means the 10 shares of Series C
Preferred Stock, to be issued in exchange for each $1,000
principal amount of Old Notes with such terms as set forth in the
Certificate of Designations, Powers, Preferences and Rights
attached hereto as Exhibit A. 

      "Expiration Date" means February 28, 1998, the last day on
which Holders may deliver the Old Notes to the Company.

      "Holder" means (i) the Person who prior to the Time of
Exchange accepts and agrees to the terms hereof as indicated by
its signature on the signature page of this Agreement and (ii)
each Person, if any, on whose behalf the Holder executes this
Agreement and whose Old Notes are the subject of any exchange
hereunder.

      "Old Notes" means the 12% Convertible, Redeemable
Promissory Notes of the Company.

      "Person" means any individual (including an individual when
acting in a fiduciary capacity), corporation, partnership, joint
venture, association, limited liability company, joint-stock
company, trust, estate, unincorporated organization or government
or other agency or political subdivision thereof.

      "Prohibited Transaction" means a transaction described in
Section 4975(e) of the Code or in Section 406 of ERISA, for which
there is no available exemption.

      "Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by such
Registration Statement, and all other amendments and supplements
to the Prospectus, including post-effective amendments to the
Registration Statement of which such Prospectus is a part, and
all material incorporated by reference in such Prospectus.

      "Registrable Securities" means the shares of Common Stock
of the Company issuable upon conversion of the Exchange Preferred
Stock.

      "Registration Statement" means any registration statement
of the Company which covers any of the Registrable Securities
pursuant to the provisions of this Agreement, including a
prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits, and
all material incorporated by reference in such Registration
Statement.

      "Series C Preferred Stock" means the Series C Convertible
Preferred Stock, $.001 par value per share, of the Company.

      "Shares" means the number of shares of Exchange Preferred
Stock set forth on the signature page hereto, to be issued by the
Company to the Holder in exchange for the Holder's Old Notes by
the Holder hereunder.

      "State" means each of the states of the United States, the
District of Columbia and the Commonwealth of Puerto Rico.

      "Subsidiary" means, with respect to any Person, (i) a
corporation a majority of whose capital stock with voting power,
under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such Person, by one or more
Subsidiaries of such Person or by such Person and one or more
Subsidiaries thereof, (ii) any other Person (other than a
corporation), including without limitation a joint venture, in
which such Person, one or more Subsidiaries thereof or such
Person and one or more Subsidiaries thereof, directly or
indirectly, at the date of determination thereof, has at least
majority ownership interest entitled to vote in the election of
directors, managers or trustees thereof (or other Persons
performing similar functions) or (iii) any other Person required
to be consolidated with such Person in accordance with generally
accepted accounting principles.  For purposes of this definition
(and for the determination of whether or not a Subsidiary is a
wholly-owned Subsidiary of a Person), any directors' qualifying
shares or investment by foreign nationals mandated by applicable
law shall be disregarded in determining the ownership of a
Subsidiary.

      "Time of Exchange" has the meaning provided therefor in
Section 2.1 of this Agreement.

                           ARTICLE II

                     EXCHANGE OF SECURITIES

      Section 2.1Exchange of Securities.  Subject to the terms
and conditions herein set forth, the Company agrees that it will
issue the Shares to the Holder in exchange for the Holder's Old
Notes, and the Holder agrees that it will tender the Holder's Old
Notes to the Company in exchange for the Shares, at or prior to
5:00 p.m. New York time on February 28, 1998 (the "Expiration
Date").  The Company reserves the right to extend the Expiration
Date for receipt of Old Notes. 

      The Holder agrees to sign the signature page to this
Agreement (the "Signature Page") and deliver the Signature Page
with the certificates representing the Holder's Old Notes by the
Expiration Date.

      The acceptance for exchange and the exchange of all
outstanding Old Notes which are validly tendered will be made
promptly after the Expiration Date.  The Company will be deemed
to have accepted for exchange tendered Old Notes as, if and when
the Company gives oral or written notice to a Holder of its
acceptance of the tenders of such Old Notes (the "Time of
Exchange").  Delivery of the Shares in exchange for the Old Notes
will be made by the Company as soon as practicable after receipt
of such notice.

                           ARTICLE III

          REPRESENTATIONS AND WARRANTIES OF THE HOLDER

      Section 3.1(a)   Representations and Warranties of the
Holder.  The Holder represents and warrants to, and covenants and
agrees with, the Company that the Shares to be acquired by the
Holder pursuant to this Agreement are being acquired for such
Holder's own account and not for the account of any ERISA Plan,
and with no intention of distributing or reselling the Shares or
any part thereof in any transaction, which would be or result in
a Prohibited Transaction or would be in violation of the
securities laws of the United States of America or any State,
without prejudice, however, to the Holder's rights at all times
to sell or otherwise dispose of all or any part of the Shares
under a registration under the Act or under an exemption from
such registration available under such Act, provided that the
disposition of the Holder's property at the time of the sale or
disposition of the Shares is within such Holder's control.  If
the Holder should in the future decide to dispose of any of the
Shares, the Holder understands and agrees with the Company that
he will do so only (i) if such disposition will not be or result
in a Prohibited Transaction; (ii) if a subsequent or transferee
Holder shall agree in writing to be bound by the representations
and warranties of this Article III; and that the Holder may do so
only in compliance with the Act, as then in effect, and that
stop-transfer instructions to that effect will be in effect with
respect to the Shares.  If the Holder should decide to dispose of
any of the Shares, the Company must first be in receipt of an
opinion of counsel to the effect that the proposed disposition of
the Shares would not be in violation of the Act.  The Holder
agrees to the imprinting of legends required by law on
certificates representing all of the Shares including but not
limited to the following:  "This security has not been registered
under the Securities Act of 1933, as amended, or any state
securities laws and may be reoffered and sold, pledged or
otherwise transferred only if so registered or if an exemption
from registration is available."  The Holder also represents and
warrants to, and covenants and agrees with, the Company that,
with respect to itself (i) it is an "accredited investor" as
defined in Rule 501(a) under the Act and (ii) by reason of its
business and financial experience, and the business and financial
experience of those Persons retained by it to advise it with
respect to its investment in the Shares, it, together with such
advisors, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment, and it,
together with its Affiliates, is able to bear the economic risk
of such investment and, at the present time, is able to afford a
complete loss of such investment.

      The Holder also represents and warrants to the Company that
(i) it has received and reviewed those certain Confidential
Private Placement Memoranda of the Company dated October 24, 1997
and February 2, 1998, respectively, (ii) it has been given the
opportunity to discuss the transactions contemplated hereby and
the offering materials with, and ask questions of,
representatives of the Company; (iii) it has all requisite
corporate power and authority (A) to execute, deliver and perform
its obligations under this Agreement, (B) to exchange the Old
Notes for the Shares in the manner and for the purpose
contemplated in this Agreement and (C) to execute, deliver and
perform its obligations under all other agreements and
instruments executed and delivered by, or to be executed and
delivered by, the Holder pursuant to or in connection with this
Agreement or any of the transactions contemplated hereby; (iv)
this Agreement has been duly and validly authorized by the Holder
and this Agreement has been duly and validly executed and
delivered by the Holder and constitutes a valid and binding
agreement of the Holder, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
generally; and (v) the exchange of the Holder's Old Notes for the
Shares does not violate the Holders' charter or by-laws or any
other governing documents, any material law or regulation or any
court order applicable to it.

      The Holder has relied solely on the representations made
herein in determining to exchange the Holder's Old Notes for the
Shares pursuant hereto.

                           ARTICLE IV

       CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

      Section 4.1Conditions Precedent.  The obligations of the
Company to issue the Shares in exchange for the Holder's Old
Notes pursuant to this Agreement are subject, at the Time of
Exchange, to the satisfaction of the following conditions:

      (a)  The representations and warranties made by the Holder
herein shall be true and correct in all material respects on and
as of the Time of Exchange with the same effect as though such
representations and warranties had been made on and as of the
Time of Exchange and the Holder shall have complied in all
material respects with all agreements and conditions set forth or
contemplated herein that are required to be performed or complied
with by the Holder at or prior to the Time of Exchange.  It is
understood and agreed that the Company shall be entitled to
request and receive such certificates or opinions from the Holder
at the Time of Exchange as shall be satisfactory to the Company
to demonstrate compliance with the provisions of this Section
4.1(a).

      (b)  The issuance of the Shares by the Company in exchange
for the Holder's Old Notes shall not be enjoined (temporarily or
permanently) at the Time of Exchange under the laws of any
jurisdiction to which the Company is subject.

                            ARTICLE V

       CONDITIONS PRECEDENT TO OBLIGATIONS OF THE HOLDERS

      Section 5.1Conditions Precedent.  The Obligations of the
Holders to tender their Old Notes in exchange for the Shares
pursuant to this Agreement are subject, at the Time of Exchange,
to the satisfaction of the following conditions:

      (a)  the determination by the Nasdaq Stock Market not to
delist the Company's Common Stock from the Nasdaq SmallCap
Market;

      (b)  the stockholders of the Company shall have approved
the issuance of shares of the Series C Preferred Stock, with such
terms as set forth in the Certificate of Designations, Powers,
Preferences and Rights attached hereto as Exhibit A.

                           ARTICLE VI

                            EXPENSES

      Section 6.1Expenses.  The Company agrees to pay the
following expenses relating to this Agreement:

      (a)  the cost of reproducing, executing and delivering
this Agreement and any other documents contemplated hereby;

      (b)  the cost of delivering to the Holder the Shares
issued to the Holder at the Time of Exchange; and

      (c)  all other expenses incurred by the Company.

                           ARTICLE VII

                       REGISTRATION RIGHTS

      Section 7.1Registration Rights.  The Company will
undertake to file a Registration Statement with the Commission to
register the Registrable Securities that the holders of the
Shares will receive upon the exercise of their conversion rights
within 45 days of the Expiration Date and will use its best
efforts to have such Registration Statement declared effective.

      Section 7.2Information.  The Company may require the
Holders to furnish to the Company such information regarding
themselves and the distribution of Registrable Securities as the
Company may from time to time reasonably request in writing in
order to comply with the Act.  The Holders agree to notify the
Company as promptly as practicable of any inaccuracy or change in
information they have previously furnished to the Company.

      Section 7.3Registration Procedures. If and whenever the
Company is required by the provisions of this Article VI to
effect a registration under the Act, the Company will, at its
expense:

      (a)  In accordance with the Act and the rules and
regulations of the Commission, prepare and file with the
Commission a Registration Statement and use its best efforts to
cause such Registration Statement to become and remain
continuously effective until the earlier of (i) all of the
Registrable Securities covered by such Registration Statement
having been sold in accordance with the intended methods of
disposition of the seller or sellers set forth in such
Registration Statement and (ii) two years after such Registration
Statement has been declared effective, provided, that if for any
portion of such two-year period the Registration Statement is not
effective, then such two-year requirement for maintaining the
effectiveness of the Registration Statement shall be extended by
the length of such interruption(s), and the Company shall prepare
and file with the Commission such amendments to such Registration
Statement and supplements to the Prospectus contained therein as
may be necessary to keep such Registration Statement effective
and such Registration Statement and Prospectus accurate and
complete in all material respects during such period;

      (b)  Furnish to the Holders participating in such
registration such reasonable number of copies of the Registration
Statement and Prospectus and such other documents as such Holders
may reasonably request; 

      (c)  Use its best efforts to register or qualify the
Registrable Securities covered by such Registration Statement
under such state securities or blue sky laws of such
jurisdictions as such Holders may reasonably request, provided,
however, that the Company shall not be obligated to file any
general consent to service of process or to qualify as a foreign
corporation in any jurisdiction in which it is not so qualified
or to subject itself to taxation in connection with any such
registration or qualification of such Registrable Securities;

      (d)  Notify the Holders participating in such
registration, promptly after it shall receive notice thereof, of
the date and time when such Registration Statement and each
post-effective amendment thereto has become effective or a
supplement to any Prospectus forming a part of such Registration
Statement has been filed;

      (e)  Notify the Holders participating in such registration
promptly of any request by the Commission for the amending or
supplementing of such Registration Statement or Prospectus or for
additional information;

      (f)  Prepare and promptly file with the Commission and
promptly notify the Holders participating in such registration of
the filing of such amendments or supplements to such Registration
Statement or Prospectus as may be necessary to correct any
statements or omissions if, at the time when a Prospectus
relating to such securities is required to be delivered under the
Act, any event has occurred as the result of which any such
Prospectus or any other Prospectus then in effect may include an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in the light
of the circumstances under which they were made, not misleading;

      (g)  Advise the Holders participating in such
registration, promptly after it shall receive notice or obtain
knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of such Registration
Statement or the initiation or threatening of any proceeding for
that purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal if such
stop order should be issued;

      (h)  Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make
generally available to the Company's security holders earnings
statements satisfying the provisions of Section 11(a) of the Act,
no later than forty-five (45) days after the end of any twelve
(12) month period (or ninety (90) days, if such a period is a
fiscal year) beginning with the first month of the Company's
first fiscal quarter commencing after the effective date of a
Registration Statement.

      Section 7.4Expenses of Registration.  All expenses of the
Company incident to the Company's performance of or compliance
with the provisions of Sections 7.1 through 7.3 of this Agreement
shall be borne by the Company including without limitation:

      (a)  All registration and filing fees;

      (b)  Fees and expenses of compliance with all securities
or blue sky laws (including fees and disbursements of counsel for
the Company in connection with blue sky qualifications of the
Registrable Securities; provided, however, that the Company shall
not be required to consent to general service of process in any
such state);

      (c)  Printing, messenger, telephone and delivery expenses;
and

      (d)  Fees and disbursements of counsel for the Company and
its independent auditors.

           Nothing in this Section 7.4 shall be deemed to
require the Company to pay or bear any expenses of any Holder's
attorneys or accountants or any other personal expenses or any
underwriting discounts, selling commissions or similar fees if
such registration results in an underwritten public offering of
all or any portion of the Registrable Securities.  Moreover, the
Company shall not be responsible for any personal or corporate
taxes that the Holder may be liable for as a result of any
registration or sale of any of the Registrable Securities. 

      Section 7.5Indemnification and Contribution. 

      (a)  Indemnification by the Company. Whenever, pursuant to
this Article VI, a Registration Statement relating to the
Registrable Securities is filed under the Act, the Company will
(except as to matters covered by Section 7.5(b) hereof) indemnify
and hold harmless each Holder participating in the registration,
each of their officers, directors and employees, and each person,
if any, who controls any such Person (collectively, the "Holder
Indemnitees" and, individually, a "Holder Indemnitee") within the
meaning of Section 15 of the Act and Section 20 of the Securities
Exchange Act of 1934 (the "Exchange Act"), against any losses,
claims, damages or liabilities, joint or several, to which such
Holder Indemnitees may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, or Prospectus contained
therein, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state
therein a material fact necessary in order to make the statements
therein made, in the light of the circumstances under which they
were made, not misleading. 
      (b)  Indemnification by Holders.  Each Holder
participating in such registration will indemnify and hold
harmless the Company, each of its directors, each of its officers
who has signed the Registration Statement and each other person,
if any, who controls the Company, within the meaning of Section
15 of the Act and Section 20 of the Exchange Act (collectively,
the "Company Indemnitees" and, individually, a "Company
Indemnitee") and each other Holder Indemnitee against all losses,
claims, damages or liabilities, joint or several, to which any of
the Company Indemnitees or the other Holder Indemnitees may
become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in such
Registration Statement, or Prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material
fact necessary in order to make the statements therein made, in
the light of the circumstances under which they were made, not
misleading, but only if, and to the extent that, such statement
or omission was in reliance upon and in conformity with written
information furnished to the Company by such Holder specifically
for inclusion in the Registration Statement or Prospectus
contained therein. 

      (c)  Indemnification Procedures. Promptly after receipt by
a Holder Indemnitee or a Company Indemnitee (collectively,
"Indemnitees" and, individually, an "Indemnitee") under Section
7.5(a) or 7.5(b) hereof of notice of the commencement of any
action, such Indemnitee will, if a claim in respect thereof is to
be made against the indemnifying party under such clause, notify
the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not
relieve the indemnifying party from any liability which it may
have to any Indemnitee otherwise than under such clauses. In case
any such action shall be brought against any Indemnitee, and it
shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in, and,
to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such Indemnitee, and after
notice from the indemnifying party to such Indemnitee of its
election to assume the defense thereof, the indemnifying party
shall not be liable to such Indemnitee under such clause for any
legal or other expenses subsequently incurred by such Indemnitee
in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that the Indemnitee
shall have the right to employ one counsel to represent such
Indemnitee if, in the reasonable judgment of such Indemnitee, it
is advisable for such party to be represented by separate counsel
because separate defenses are available, or because a conflict of
interest exists between such indemnified and indemnifying party
in respect of such claim, and in that event the fees and expenses
of such separate counsel shall be paid by the indemnifying party.
Notwithstanding the foregoing, if the Company is an Indemnitee,
the Company shall designate the one counsel, and in all other
circumstances, the one counsel shall be designated by a majority
in interest based upon the Registrable Securities of the
Indemnities.

      (d)  Contribution. If for any reason the foregoing
indemnity is unavailable, or is insufficient to hold harmless an
Indemnitee, then the indemnifying party shall contribute to the
amount paid or payable by the Indemnitee as a result of such
losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits
received by the indemnifying party on the one hand and the
Indemnitee on the other from the registration or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, or provides a lesser sum to the Indemnitee than
the amount hereinafter calculated, in such proportion as is
appropriate to reflect not only the relative benefits received by
the indemnifying party on the one hand and the Indemnitee on the
other but also the relative fault of the indemnifying party and
the Indemnitee as well as any other relevant equitable
considerations.  The relative fault of the Company and the
Holders shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement
or omission.  Notwithstanding the provisions of this Section
7.5(d), in no event shall the Company be required to contribute
any amount in excess of the amount by which the total price at
which the Registrable Securities were sold exceeds the amount of
any damages that the Holders have otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities  Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

                          ARTICLE VIII

                          MISCELLANEOUS

      Section 8.1No Waiver; Modifications in Writing.  No
failure or delay on the part of the Company or the Holder in
exercising any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy.  The remedies provided for herein are cumulative and are
not exclusive of any remedies that may be available to the
Company or the Holder at law or in equity or otherwise.  No
waiver of or consent to any departure by the Company or the
Holder from any provision of this Agreement shall be effective
unless signed in writing by the parties hereto.  Any amendment,
supplement or modification of or to any provision of this
Agreement, any waiver of any provision of this Agreement, and any
consent to any departure by the Company or the Holder from the
terms of any provision of this Agreement, shall be effective only
in the specific instance and for the specific purpose for which
made or given.  Except where notice is specifically required by
this Agreement, no notice to or demand on the Company in any case
shall entitle the Company to any other or further notice or
demand in similar or other circumstances.

      Section 8.2Communications.  All notices and other
communications provided for or permitted hereunder shall be in
writing and shall be deemed to have been duly given if delivered
personally or sent by overnight delivery service, registered or
certified mail (return receipt requested), postage prepaid to the
parties at the following addresses (or at such other address for
any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon
receipt thereof).  Notices sent by mail shall be effective two
days after mailing, notices delivered personally shall be
effective upon receipt, and notices sent by overnight delivery
service guaranteeing next day delivery shall be effective on the
next business day after timely delivery to the courier:

      i)   if to the Holder at the most current address given by
the Holder to the Company in writing (the address set forth on
the Holder's signature page hereof to be such address initially);

           with a copy to:

                 Win Capital Corp.
                 80 Broad Street, 26th Floor
                 New York, New York  10004
                 Attention:  Albert Barbara, Vice-Chairman

                 and

                 Olshan Grundman Frome & Rosenzweig LLP
                 505 Park Avenue
                 New York, New York  10022
                 Attention:  Steven Wolosky, Esq.

      ii)  if to the Company at the following address:

                 Paradigm Medical Industries, Inc.
                 1127 West 2320 South, Suite A
                 Salt Lake City, Utah  84119
                 Attention:  John Hemmer

           with copies to:

                 Mackey, Price & Williams
                 170 South Main Street, Suite 900
                 Salt Lake City, Utah  84101-1655
                 Attention:  Randall E. Mackey, Esq.

      Section 8.3Determinations.  All determinations to be made
by the Company and the Holder hereunder in its opinion or
judgment or with its approval or otherwise shall be made by it in
its sole discretion, except as otherwise indicated herein.

      Section 8.4Execution in Counterparts.  This Agreement may
be executed in counterparts and by the parties hereto on separate
counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the
same Agreement.

      Section 8.5Binding Effect; Assignment.  This Agreement
shall be binding upon the Company and the Holder, and their
respective successors and permitted assigns.  The respective
rights and obligations of the Holder and the Company under this
Agreement may not be assigned to any other Person except with the
prior consent of the other party.  Except as expressly provided
in this Agreement, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the
parties to this Agreement, and their respective successors and
permitted assigns.

      Section 8.6Governing Law.  This Agreement shall be deemed
to be contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws
of said State, without regard to principles of conflict of laws.

      Section 8.7Severability of Provisions.  Any provisions of
this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the
validity or enforceability of such provision in any other
jurisdiction.

      Section 8.8Headings.  The Article and Section headings
used or contained in this Agreement are for convenience of
reference only and shall not affect the construction of this
Agreement.<PAGE>
          SECURITIES EXCHANGE AGREEMENT SIGNATURE PAGE

      IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers hereunto
duly authorized, as of the date first above written.

                       PARADIGM MEDICAL INDUSTRIES, INC.


                       Thomas F. Motter

Accepted and Agreed as of the 
  date first above written


                                          
Name of Holder (Please type or print)

By:                                 
      (Please sign)
      Name:
      Title:
Address:                            

                                          

                                          

Social Security Number or Tax I.D. Number

                                          

Aggregate principal amount of 
Old Notes to be delivered by you:

$                                         

Number of Shares of Series C Convertible
Preferred Stock to be issued to you: