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, November 1, 2004


                                                      Warrant to Purchase 10,000
                                                          Shares of Common Stock



                        WARRANT TO PURCHASE COMMON STOCK

                        PARADIGM MEDICAL INDUSTRIES, INC.

                  This is to certify that, FOR VALUE RECEIVED,

                      CONSULTING FOR STRATEGIC GROWTH, LTD.


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 November 1, 1999, and not
later than 5:00 p.m., Mountain Standard Time, on November 1, 2004, 10,000 shares
of common  stock,  $.001 par value of the  Company  (the  "Common  Stock")  at a
purchase  price of $2.78 per share.  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."



<PAGE>



G:\WAR-327M.PMI.wpd                                 -[PG NUMBER]-
         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  November 1, 1999,  by 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.



<PAGE>


                  (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.



<PAGE>


                  (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.



<PAGE>


         (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 (the "Offering") of shares of Series D
Convertible Preferred Stock (the "Series D Preferred Stock"), and will keep such
registration  statement  current  until such time as the shares of Common  Stock
issuable upon  conversion  of the shares of Series D Preferred  Stock 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



<PAGE>


                  (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.



<PAGE>


         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:


<PAGE>


                  (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  November 1, 1999,  and
November 1, 2004.

         8. 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.



<PAGE>


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

                        Paradigm Medical Industries, Inc.



                        By
                        --------------------------------------------------------
                        Thomas F. Motter, Chairman and
                        Chief Executive Officer
ATTEST:

By:
   -----------------------------------------------------------------
      Randall A. Mackey, Secretary

Date: March 27, 2001

[SEAL]


<PAGE>


                                  PURCHASE FORM

                                                         Date __________________


         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:  _____________________