LEASE AGREEMENT

        THIS  LEASE   AGREEMENT   made  and  entered  into  this  _21st  day  of
_____February,  2000, by and between Eden Roc  Partnership a California  General
Partnership,  hereinafter  referred to as the "Landlord",  and Paradigm  Medical
Industries, hereinafter referred to as the "Tenant":

                                   WITNESSETH

        ARTICLE_L  PREMISES  AND  TERN.  Landlord  hereby  leases  and by  these
presents does lease and demise to the Tenant, and the Tenant does lease and take
from the Landlord, the premises,  consisting of approximately 29,088 square feet
of  office/warehouse  space,  the "Demised  Premises",  situated in the building
erected at 2355 South 1070 West, Salt Lake City,  Utah,  Suite A and B, together
with all the easements, rights, privileges and appurtenances thereunto belonging
or in any way appertaining to the Demised Premises.

        TO HAVE AND TO HOLD the said  Demised  Premises,  together  with all and
singular the  improvements,  appurtenances,  rights,  privileges  and  easements
thereunto  belonging  to or in  anywise  appertaining,  unto  Tenant  for a term
commencing  as of the date set  forth  herein  under  Article  3 and  continuing
thereafter to and including the date three years from the first day of the first
month  immediately  following  such  commencement  date,  subject,  however,  to
extension and renewal if hereafter  provided.  When the date of  commencement of
the term has been determined, Landlord and Tenant may enter into an agreement in
recordable form setting forth such date at the request of either the Landlord or
the Tenant.

        ARTICLE 3. TENANT'S  POSSESSION.  The term of this Lease shall  commence
when the  Landlord  delivers  to Tenant,  in a  condition  ready for  occupancy,
possession  of the  Demised  Premises  described  on Exhibit  "B"located  in the
building constructed by the Landlord. Tenant shall accept possession of the said
improvements when they are ready for occupancy.

        ARTICLE 4.      OBLIGATIONS OF TENANT AND LANDLORD.

        4.1 Real Estate Taxes.  Tenant shall pay,  within ten (10) days from the
date  Landlord  submits  to Tenant a  statement  setting  forth the  amount  due
Landlord under the provisions of this paragraph, Tenant's proportionate share of
the real property taxes and  assessments  on the Demised  Premises as additional
rent hereunder. Tenant's proportionate share of such taxes and assessments shall
be determined by multiplying the total amount of such taxes and assessments by a
fraction,  the numerator of which is the floor area of the Demised  Premises and
the  denominator  of which is the total floor area of the  building or buildings
being  assessed.  If the  Landlord  shall be  required to maintain a tax impound
account, Tenant shall, at Landlord's request, pay one-twelfth (1/12) of Tenant's
proportionate  share of the  estimated  annual  taxes in  advance  each month in
additional to the minimum rental  payment due hereunder.  Landlord shall pay all
taxes,  and  assessments  lawfully  levied or assessed  against the  building or
buildings or any part thereof; provided, however, that Landlord may, dispute and
contest the same. Tenant may, at its sole cost and expense, after it has paid in
full its  proportionate  share of any taxes or assessments  due hereunder,  upon
fifteen (15) days prior written notice to Landlord, contest with the appropriate
governmental  authority such tax or assessment.  Tenant shall be entitled to any
refund of any tax or penalty paid by Tenant,  or paid by Landlord and reimbursed
by Tenant to Landlord.  (See Lease Rider "A" Building  Expenses  attached hereto
and incorporated herein).

        4.2 Personal Property Taxes. Tenant shall additionally


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pay, when due, all personal  property taxes and license fees levied and assessed
against the Demised Premises during the terms of the lease. Nothing contained in
this Lease  shall  require or be  construed  to  obligate  the Tenant to pay any
franchise , excise, corporate, estate, inheritance,  succession, capital levy or
transfer  tax of the  Landlord,  or any income,  profits or revenue tax upon the
income of the  Landlord;  provided  however,  that in any case when a tax may be
levied,  assessed or imposed upon the  Landlord for the  privilege of renting or
leasing the Demised  Premises or which is based upon the rental revenue  derived
therefrom,  Tenant shall pay to Landlord as additional rent hereunder the amount
of said tax,  but in no event  shall the  Tenant be  obligated  to pay an amount
greater than that which would be payable if the Demised  Premises  were the only
asset of the Landlord.

        43. Tenant Insurance.  The Tenant shall,  during the entire term of this
Lease, at the Tenant's sole cost and expense,  but for the mutual benefit of the
Landlord and Tenant,  maintain general public liability insurance against claims
for personal  injury,  death or property damage  occurring upon, in or about the
entire property described on Exhibit "B" attached hereto and on, in or about the
adjoining  streets and passageways,  such insurance to afford  protection to the
limit of not less  than  $500,000  in  respect  to  injury  or death to a single
person, and to the limit of not less than $1,000,000 in respect to one accident,
and the the limit of not less than  $100,000 in respect to property  damage or a
combined single limit policy not less than $1,000 per  occurrence.  All policies
shall name  Landlord and the  mortgagee of the property as an  additional  named
insured, as their interest may appear.

        Tenant shall also provide  insurance  coverage to the extent of the full
replacement value covering all of Tenant's property, fixtures, equipment, tools,
improvements,  stock, goods, wares or merchandise,  that it may have in or on or
about the Demised Premises.

        Other forms of  insurance  may be  reasonably  required to cover  future
risks against which a prudent Tenant would protect itself.

        All  policies  of  insurance  provided  for  herein  shall be  issued by
insurance companies with a general nolicy holder's rating of not less than A and
a financial rating of AAA, as rated in the most current available "Best's Guide"
Insurance Reports, and qualified to do business in the state of Utah.

        To the extent that  Tenant  fails to provide  the  foregoing  insurance,
either  hazard or liability,  Tenant shall be  responsible  to Landlord,  as his
interest appears,  for such damage that would have been insured by said policies
but for Tenant's failure to obtain such insurance.

        The policies for the foregoing insurance shall provide that the proceeds
thereof shall be payable to the Tenant and to the Landlord,  as their respective
interests may appear.  Said required Tenant insurance coverage shall be verified
to the Landlord by an insurance  carrier in the form of either a certified  copy
of the policy or other written  verification of insurance coverage acceptable to
Landlord and the lending  institution for the Demised  Premises.  Such insurance
policies  shall provide that  Landlord be given thirty (30) days written  notice
prior to any cancellation or alteration of any policy.

        4.4 Landlord's Insurance.  Subject to Tenant's  reimbursement,  Landlord
shall provide fire, lightning,  and extended coverage ("all risk") insurance and
such  additional  insurance  coverage as may be required by Landlord's  mortgage
(including  "loss of rents"  insurance)  on the  building,  of which the Demised
Premises is a part, for the full  replacement  value thereof or such value as is
required by  Landlord's  mortgagee,  whichever  is greater,  against  such loss.
Tenant shall reimburse


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Landlord,  as additional  rental  hereunder,  for Tenant's  proportionate  share
(determined  in the same  manner as  Tenant's  proportionate  share of taxes and
assessments  herein above) of the costs of the insurance premium therefor within
ten (10) days from the date Landlord submits to Tenant a statement setting forth
the amount due Landlord under the provisions of this paragraph.  If the Landlord
is required to maintain a building  insurance  premium impound  account,  Tenant
shall pay 1/12 of Tenant's  proportionate share of the estimated annual building
insurance  premium in advance each month along with the minimum rental  payment.
(See Lease Rider "A" Building Expenses attached hereto and incorporated herein).

        4.5  Subrogation.  Landlord and any other Tenants of the building  shall
not be  liable  to  Tenant  or anyone  claiming  by,  through  or under  Tenant,
including an insurance  carrier or carriers,  for any insurable  loss or damage,
and no such carriers shall have the right to subrogate against Landlord,  or any
other Tenant. All of the insurance policies required hereunder pertaining to the
Demised  Premises  shall  contain an  endorsement  by the  respective  insurance
carriers  waiving any and all rights of subrogation  against  Landlord,  and any
other Tenant of the building,  a copy of which  endorsement or endorsements,  or
evidence thereof by way of certificate shall be furnished to the Landlord.

        4.5 Assumption of Risk. Anything herein to the contrary notwithstanding,
after the  commencement  of the term as provided in Article 3 the Tenant assumes
full risk of damage to its property,  fixtures,  equipment, tools, improvements,
stock,  goods,  wares or  merchandise,  that it may  have in or on or about  the
Demised  Premises,  resulting from fire,  lightning,  extended  coverage perils,
flood and any catastrophe, regardless of cause or origin. The Landlord shall not
be liable to Tenant or anyone  claiming by,  through or under Tenant,  including
Tenant's  insurance  carrier or carriers,  for any loss or damage resulting from
fire,  lightning,  or extended  coverage perils or from an act of God.  Landlord
shall not be liable to the insurance carrier for damages insured against, either
directly or by way of subrogation.

        ARTICLE 5.  TENANT'S  USE.  The Tenant may use the Demised  Premises for
conducting its warehouse, administration and distribution business. Tenant shall
use the  Demised  Premises  only for  lawful  and  proper  purposes,  which  are
permissible  under  applicable law  (including  under  applicable  zoning laws).
Tenant  shall  not  make  any  use of the  Demised  Premises  which  will  cause
cancellation of any insurance policy covering the same and shall not keep or use
on the Demised  Premises any article,  item, or thing which is prohibited by the
terms of the hazard insurance policy covering the improvements. Tenant shall not
commit any waste upon the  Demised  Premises  and shall not conduct or allow any
business,  activity  or  thing  on the  Demised  Premises  which  is or  becomes
unlawful,  prohibited,  or a nuisance or which may cause damage to Landlord,  to
occupants or other tenants in the vicinity,  or to other third  parties.  Tenant
shall  comply with and abide by all laws,  ordinances,  and  regulations  of all
municipal, county, state and federal authorities which are now in force or which
may hereafter  become effective with respect to use and occupancy of the Demised
Premises.  Tenant shall make no alteration  or addition to the premises  without
the prior written approval of Landlord.

        Tenant  represents to Landlord that neither  Tenant or any affiliates of
Tenant will unlawfully  generate,  store or dispose of any Hazardous  Substances
(as defined below) at or in the area of the Demised Premises.

        Tenant covenants with Landlord:  a) to prohibit any unlawful generation,
storage or disposal  of  Hazardous  Substances  at the  Premises,  b) to deliver
promptly to Landlord true and complete copies of all notices  received by Tenant
from any governmental


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authority with respect to the unlawful generation, storage or disposal by Tenant
of Hazardous Substances (whether or not at the Premises); and c) to permit entry
onto the Premises by Landlord or Landlord's  representative(s) at any reasonable
time to verify Tenant's compliance with the foregoing.

        Tenant  agrees to  indemnify  and defend  Landlord  (with legal  counsel
reasonably  acceptable to Landlord) from and against any costs, fees or expenses
(including,  without  limitation,  cleanup  expenses,  third  party  claims  and
environmental  impairment expenses and reasonable  attorneys' fees and expenses)
incurred  by  Landlord  caused by  Tenant's  unlawful  generation,  storage,  or
disposal of Hazardous  Substances at or near the Demised  Premises in accordance
with  the   foregoing   and  with   Tenant's   compliance   with  the  foregoing
representations  and  covenants.  This  indemnification  by Tenant shall survive
termination or expiration of this Lease.

        "Hazardous Substances" shall mean (i) hazardous substances as defined in
the  Comprehensive  Environmental  Response,  Compensation and Liability Act, as
amended,  (ii) "PCBs",  as defined in 40 C.F.R. 761 et seq. and "TCDD" a defined
in 40 C.F.R.  755 et seq. (or in either case analogous  regulations  promulgated
under the Toxic Substances  Control Act, as amended) (iii) "asbestos" as defined
in 29C.F.R.  1910.1001  et seq.  (analogous  regulations  promulgated  under the
Occupational Safely and Health Act of 1970, as amended), and (iv) waste oils.

        ARTICLE 6.  POSSESSION.  Possession  of the  Demised  Premises  shall be
delivered  to the Tenant as herein  provided,  free and clear of all Tenants and
occupants and the rights of either. The Demised Premises shall be free of liens,
encumbrances  and  violations  of laws,  ordinances  and  regulations  adversely
affecting the use and occupancy of the Demised Premises,  except those presently
of record  including  mortgages  and trust deeds and those that may be specified
herein.  Tenant  agrees to deliver to the Landlord  physical  possession  of the
Demised  Premises  including  all  keys  to  the  Demised  Premises,   upon  the
termination or expiration of this Lease,  or any extension  thereof,  in as good
order, condition and state of repair as when received by Tenant, reasonable wear
and tear thereof and damage by fire, acts of God or the elements excepted.

        ARTICLE 7.

        7.1 Minimum Rent. The Tenant agrees to pay the Landlord, at such address
as shall from time to time be designated by Landlord,  as minimum  rental during
the initial term of this Lease without right of offset or deduction, the sum of:

        1st Lease year              $191,988/year $15,999/month
        2nd Lease year              $197,747/year $16,479/month
        3rd Lease year              $203,680/year $16,973/month

        Minimum rental shall be payable monthly,  in advance,  without demand on
the first day of each calendar month throughout the Lease term.  Should Tenant's
occupancy  of the Demised  Premises  commence on any day other than on the first
(1st) day of the calendar month, the first rental shall be prorated accordingly.

        7.2 Late Penalty.  Both rental payment (minimum or additional)  shall be
increased  by the sum of Twenty  Dollars  ($50.00)  for each day that payment of
such  rental to  Landlord  is later  that the fifth  (5th) day after  which such
rental is due.

        ARTICLE 8. SIGNS.  With the prior  written  approval of Landlord,  which
approval shall not be  unreasoflably  withheld,  Tenant shall have the right and
privilege to place on the building or Demised Premises signage necessary for the
operation  of Tenant's  business.  Such sign  installation  shall not  adversely
affect or damage the physical  structure of the  building,  nor detract from the
overall harmony of the building and the Metro


<PAGE>

Business  Park  development.  All such  signs  must  conform  with the codes and
regulations  of West  Valley  City and adhere to the  signage  criteria  for the
development. (See Exhibit "D" Metro Business Park Signage Criteria.)

        ARTICLE 9. FIXTURES AND PERSONAL  PROPERTY.  All fixtures (not including
trade fixtures)  installed or attached to the Demised  Premises by and/or at the
expense of Tenant  shall become the  property of  Landlord.  Any trade  fixtures
installed  in the Demised  Premises  by and at the  expense of the Tenant  shall
remain the property of the Tenant or Tenant's  Lessor;,  and the Landlord agrees
that so long as Tenant is not in default hereunder,  Tenant or its Lessors shall
have the right at any time,  and from time to time or within ten (10) days after
the  termination  of the Lease and this  Lease  Agreement  or any  extension  or
renewal  thereof,  to remove any and all of its trade fixtures which it may have
stored or installed in the Demised Premises,  provided, however, that (a) Tenant
will repair all damage to the Demised Premises  occasioned by such removal,  and
(b) if Tenant utilizes all or any portion of the ten (10) day period allowed for
removal of such fixtures and  equipment  beyond the term of the Lease or renewal
thereof,  it shall pay to the  Landlord  as rental  thereof,  a sum equal to the
prorata portion of monthly rental thereof. Landlord expressly agrees to waive or
subordinate  any  claim  which  Landlord  may or might  have  against  the trade
fixtures  and  personal  property  of Tenant in favor of a Lessor who intends to
Lease any of the same to Tenant.

        ARTICLE 10.  UTILITIES.  The Tenant shall pay for all water,  heat, gas,
electricity,  and other costs of utilities connected with, consumed,  or used by
it in connection with its occupancy of the Demised  Premises.  In the event that
one or more of such  utilities  or related  services  shall be  supplied  to the
Demised  Premises and to one or more other  Tenants  within Metro  Business Park
development  without  being  individually  metered or  measured  to the  Demised
Premises,  Tenant's  appropriate  proportionate  share  thereof shall be paid as
additional rent based upon Landlord's estimate of Tenant's anticipated usage. In
the  event any  utility  service  to the  Demised  Premises  is  interrupted  or
temporarily discontinued for any reason whatsoever, Landlord shall not be liable
therefor  to Tenant  and the rent  required  to be paid  hereunder  shall not be
abated as a result thereof, and Tenant waives any claims it might otherwise have
against Landlord as a result of any such interruption or discontinuation.

        ARTICLE 11.  MAINTENANCE  AND REPAIRS.  It is understood and agreed that
the Landlord shall, at its sole cost and expense, keep and maintain,  during the
term  of  the  Lease  Agreement  or  any  extension  or  renewal  thereof,   the
foundations,  and  structural  support  portion  of the  improvements  in proper
condition and in a good state of repair.  Landlord shall not be responsible  for
any  maintenance or repair caused by the fault or neglect of the Tenant,  or due
to hazards and risks  covered or required to be covered by  insurance  hereunder
except as insurance proceeds are available  therefor.  All other maintenance and
repair of said structure,  including, but not limited to, painting of walls, and
maintenance, repair and replacement of equipment, shall be the responsibility of
the Tenant.
        It is understood  and agreed that should either party to this  Agreement
fail or refuse to start and to proceed thereafter with due diligence to make any
repairs  or  maintenance  as may be  reasonably  necessary  for the  purpose  of
fulfilling the terms and conditions of the agreements  herein set forth within a
reasonable length of time (not to exceed seven (7) days) after being notified in
writing of the need  thereof,  that the other party hereto may make such repairs
at the cost and expense of the party so failing or refusing.  In the event of an
emergency  situation,  Tenant may, in its  discretion,  make  emergency  repairs
without giving written  notification  to Landlord,  and Landlord shall reimburse
Tenant in the event that such  repairs were the  responsibility  of the Landlord
hereunder and were not due to the fault of Tenant or Tenant's agents. The rights
of Tenant


<PAGE>




hereunder  specifically do not include the right to offset or deduct any amounts
claimed hereunder from rentals due.
        Landlord  reserves  the right to enter upon the Demised  Premises  (in a
manner that will not unnecessarily interfere with the business of Tenant) during
business hours at any time to inspect the same and to make necessary  repairs to
fulfill Landlord's obligation hereunder.

        ARTICLE 12. RESTORATION OF DAMAGE. If the Demised Premises are partially
damaged  by fire,  the  elements  or other  casualty  covered  by the "all risk"
insurance  policy  referred to herein above,  Landlord shall promptly repair all
damage and restore the Demised Premises to their condition  immediately prior to
the occurrence of such damage.  During the period of reconstruction  referred to
above, rent payable by Tenant shall ratably abate,  based upon the percentage of
the Demised Premises usable during  reconstruction.  The term of the Lease shall
extend one  additional  day for each day the  entire  Demised  Premises  are not
usable due to the reconstruction process.
        If the Demised  Premises shall be totally  destroyed  and/or shall it be
determined  that more than sixty (60) days will be required to repair or rebuild
the Demised Premises, both Landlord and Tenant shall have the right to terminate
this Lease Agreement upon written notice to the other within thirty (30) days of
the occurrence at which time this Lease Agreement shall become null and void.

        ARTICLE 13. EMINENT  DOMAIN.  If during the term hereof,  or any renewal
term, the entire Demised Premises shall be taken for any public or quasi--public
use under any governmental law, ordinance or regulation,  or by right of eminent
domain,  this Lease and all right,  title and interest of Tenant hereunder shall
cease  and  come to an end on the date of  vesting  of  title  pursuant  to such
proceeding,  or upon the date Tenant is dispossessed under an order of immediate
occupancy,  whichever  first  occurs.  If less than all of the Demised  Premises
shall be taken for any public or quasi--public  use under any governmental  law,
ordinance or  regulation,  or by right of eminent  domain,  this Lease shall not
terminate,  but the rent payable  hereunder during the unexpired portion of this
Lease shall be reduced to such extent as may be fair and reasonable under all of
the  circumstances.  In the taking of the Demised  Premises or any part thereof,
whether or not this Lease is  terminated  as  provided  in this  Paragraph,  the
parties  hereto  may  claim  and  shall  be  entitler1  to  receive  an award or
compensation  thereof in  accordance  with  their  respective  legal  rights and
interests.

        ARTICLE 14. DEFAULT IN PAYMENT OF RENT OR ABANDONMENT. In
the event of default by Tenant in the  performance of its obligation to pay rent
hereunder,  or in the event Tenant shall vacate or abandon the Demised Premises,
or in the event Tenant,  or any guarantor  hereunder,  shall be  adjudicated  as
bankrupt  for  the  benefit  of  creditors,  or  enter  into an  arrangement  or
participate voluntarily or involuntarily in any bankruptcy or related proceeding
under  Federal or State Law,  Landlord  shall have the right to  terminate  this
Lease and to re-enter  the Demised  Premises or any part thereof with or without
process of law; or  Landlord,  at his option,  without  terminating  this Lease,
shall have the right to re-enter  the Demised  Premises  and sublet the whole or
any part  thereof,  for the account of the Tenant,  upon as favorable  terms and
conditions  as the market will allow.  In the latter event,  the Landlord  shall
have the right to collect any rent which may  thereafter  become  payable  under
such  sublease  and to apply  the  same  first to the  payment  of any  expenses
incurred by the Landlord in the  dispossessing  the Tenant and in subletting the
Demised  Premises,  and  Landlord  may charge  interest at the rate equal to one
percentage  point higher than the prime bank rate of Valley Bank & Trust in Salt
Lake  City,  which  rate  shall  vary from  time to time as the prime  bank rate
varies,  per annum on such expenses;  and, second,  to the payment of the rental
herein reserved and the  fulfillment of Tenant's  covenants  hereunder,  and the
Tenant shall be liable for amounts equal to


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the installments of rent as they become due, less any amounts actually  received
by the  Landlord  and applied on account of rental as  aforesaid.  The  Landlord
shall not be deemed to have terminated this Lease by reason of taking possession
of the Demised  Premises  unless  written  notice of such  termination  has been
served on the Tenant.

        ARTICLE 15. OTHER DEFAULTS BY TENANT.  It is mutually agreed that if the
Tenant shall default in performing  any of the terms or provisions of this Lease
Agreement other than as provided in the preceding  Article,  and if the Landlord
shall give to the Tenant  notice in writing of such  default,  and if the Tenant
shall  fail to cure such  default  within  fifteen  (15) days  after the date of
receipt of such  notice,  or if the default is of such a character as to require
more than fifteen (15) days to cure,  and if Tenant shall fail to use reasonable
diligence in curing such default, then in such applicable event the Landlord may
cure such default for the account of and at the cost and expense of Tenant, plus
interest at the rate equal to one  percentage  point  higher than the prime bank
rate of Valley Bank & Trust, in Salt Lake City,  which rate shall vary from time
to time as the prime bank rate varies, per annum, and the sum so expended by the
Landlord and interest shall be deemed to be additional  rent and on demand shall
be paid by the Tenant on the day when rent shall  next  become due and  payable.
Failure to pay any additional rent as provided in this Article shall be deemed a
failure to pay rent within the meaning of Article 14.

        ARTICLE 16.  NON-DISTURBANCE.  Landlord  represents and warrants that it
has full right and authority to enter into this Lease.  Tenant,  upon paying all
rentals and performing all the Tenant's covenants,  terms and conditions in this
Lease Agreement, shall and may peacefully and quietly hold and enjoy the Demised
Premises for the term of this Lease  Agreement.  Tenant  understands  that other
persons and  entities  conduct  business  or reside  near the Demised  Premises.
Tenant  covenants  and agrees to conduct its business in such a manner as to not
unreasonably interfere with the occupants of surrounding properties.

        ARTICLE  17.  WAIVER.  No delay or omission  by either  party  hereto to
exercise any right or power  accruing upon any  noncompliance  or default by the
other party with  respect to any of the terms hereof shall impair any such right
or power to be construed to be a waiver  thereof.  Subject to the  provisions of
this Article,  every such right and power may be exercised at anytime during the
continuance of such default. It is further agreed that a waiver by either of the
parties hereto of any of the covenants and agreements  hereof to be performed by
the other shall not be construed to be a waiver of any succeeding breach thereof
or of any other covenants or agreements herein contained.

        ARTICLE  18.  ATTORNEY'S  FEES.  In the event of any action at law or in
equity  between  Landlord  and Tenant to enforce  any of the  provisions  and/or
rights hereunder or to recover damages for breach hereof, the unsuccessful party
to such litigation covenants and agrees to pay to the successful party all costs
and expenses,  Including  reasonable  attorney's fees,  incurred therein by such
successful  party,  and if such successful  party shall recover  judgment in any
such action or proceeding,  such costs and expenses and attorney's fees shall be
included in and as a part of such judgment.

        ARTICLE 19.  NOTICE.  Any notice or demand  required or  permitted to be
given under this Lease  Agreement  shall be deemed to have been  property  given
when, and only when, the same is in writing and has been deposited in the United
States Mail,  with  postage  prepaid,  to be  forwarded  by  certified  mail and
addressed as follows:

        TO THE LANDLORD AT: Eden Roc Partnership
                                   c/o ChrisLynn Investments, LLC
                                   P.O. Box 980427


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                                   Park City, Utah 84098-0427
                                   Ph. (435) 647--9916
                                   Fax (435) 615--2142

        TO THE TENANT AT:          Paradigm Medical Industries
                                   2355 South 1070 West
                                   Salt Lake City, Utah 84119
                                   Ph. (801) 977--8970
                                   Fax (801) 977--8355

Such  addresses  may be  changed  from time to time by either  party by  serving
notices as above provided.

        ARTICLE 20.  SUBORDINATION.  This Lease shall be subject and subordinate
to all  mortgages  or trust  deeds  which may now or  hereafter  affect the real
property   comprising   the  Demised   Premises,   and  also  to  all  renewals,
modifications,  consolidations  and  replacements  of said  mortgages  and Trust
Deeds. Although no instrument or act on the part of Tenant shall be necessary to
effectuate such subordination, Tenant will, nevertheless, execute and deliver in
a  prompt  and  diligent  manner  such  further   instruments   confirming  such
subordination of this Lease as may be desired by the holders of said mortgage or
Trust Deeds

        ARTICLE 21.  ASSIGNMENT AND SUBLETTING.  With the specific prior written
consent of Landlord  first  obtained,  Tenant can, at any time,  can assign this
Lease or sublet all or any portion of the Demised Premises.  Landlord's  consent
shall not be unreasonably withheld. Any purported assignment or sublease without
Landlord's  prior  written  approval  shall be null and void and of no force and
effect whatsoever.

        ARTICLE  22.  SCOPE OF THE  AGREEMENT.  This  Lease  Agreement  shall be
considered to be the only agreement between the parties hereto. All negotiations
and oral agreements acceptable to both parties are included therein.

        ARTICLE 23.  OBLIGATIONS OF  SUCCESSORS.  Landlord and Tenant agree that
all of the provisions  hereof are to be construed as covenants and agreements as
though the words  importing  such  covenants  and  agreements  were used in each
separate  paragraph hereof, and that all of the provisions hereof shall bind and
inure to the benefit of the parties hereto,  and their respective  heirs,  legal
representatives, successors and assigns.

        ARTICLE 24. HOLD OVER.  If, at the  expiration  or  termination  of this
Lease or any  extension  thereof,  Tenant  shall  hold over for any  reason,  if
Landlord consents to the holding over, the tenancy of Tenant thereafter shall be
from month to month only and shall, in the absence of a written agreement to the
contrary,  be subject to all the other terms and  conditions  of this Lease with
the monthly  rental  adjusted to One Hundred Fifty Percent (150%) of the monthly
rental for the last month of the primary lease renewal term.

        ARTICLE 25. PARKING.  The plans and  specifications for the construction
of the Demised Premises, as approved by the parties, depict adjacent parking for
the  non-exclusive  use of Tenant.  Such parking and  maintenance  thereof shall
remain under the control of Landlord  (subject to  reimbursement  as hereinafter
set  forth)  and  Landlord  shall  have the right  from time to time to  publish
reasonable non--discriminatory regulations for Tenant's use of the parking, with
which Tenant covenants to comply.

        ARTICLE 26. METRO  BUSINESS PARK  DEVELOPMENT.  The parties  acknowledge
that  Exhibit "C" hereto  contains a proposed  site plan for  Landlord's  entire
construction project to be known as Metro Business Park (hereinafter referred to
as  the  "Development").   Tenant  acknowledges  that  the  site  plan  for  the
Development is subject to change and that Landlord may construct the Development
in a totally different configuration or may not develop certain


<PAGE>




portions. During or after construction of the Development, Landlord reserves the
right to sell the Development or portions thereof as developed with buildings or
as undeveloped property.  The parties understand that in the event of Landlord's
sale  of  portions  of  the  property  developed  as an  integral  part  of  the
Development, prior to such sale, Landlord shall place cross easement, access and
parking easements, suitable to Landlord upon released and unreleased portions of
the   Development  to  facilitate  its  continued   integral  use.  Common  Area
Maintenance  provisions contained in the next immediate paragraphs of this Lease
Agreement  shall be unaffected  by any such partial sale and the Landlord  shall
exercise  his best  efforts to ensure the parking and common areas of the entire
Development, as built, will be under common management.

        ARTICLE 27. COMMON  AREAS.  Areas with the outer  property  lines of the
Development  as  delineated  on the plat  attached  hereto  marked  Exhibit "C",
exclusive of areas therein specified or as build for leasing to Tenants shall be
known as Common Areas,  as shall all other areas from time to time designated by
Landlord for use as part of the  Development.  Landlord  covenants and agrees at
its sole cost and  expense  to  improve  said  Common  Areas by  installing  and
constructing thereon parking lots, access roads, pedestrian walkways, sidewalks,
exterior canopies,  delivery and landscaped areas and lighting facilities to the
extent to which  Landlord  shall  determine to be  necessary.  Said Common Areas
shall  be  available  for  the  common  use of  all  Landlord's  Tenants  in the
Development,  their employees,  customers and invitee.  Notwithstanding anything
elsewhere  herein  contained,  Landlord  reserves the right from time to time to
make reasonable changes in, additions to and deletions from the Common Areas and
the purposes to which the same may be devoted, and the use of Common Areas shall
at all times be  subject  to such  reasonable  rules and  regulations  as may be
promulgated by Landlord.

        ARTICLE 28. COMMON AREA MAINTENANCE.  Landlord will maintain or cause to
be maintained the Common Areas and Tenant will  reimburse  Landlord for Tenant's
prorata share of the cost of such maintenance as hereinafter provided.

        (a) Common area  maintenance  costs and expenses  shall be determined in
accordance with generally accepted accounting  principles  consistently  applied
and  allocated  to any  particular  calendar  year  on  the  accrual  method  of
accounting.  Such costs and expenses shall include,  but shall not be limited to
upkeep, exterior painting,  repairs,  replacement and improvements in the Common
Areas,  snow  removal,  sweeping  and  cleanup,  depreciation  allowance  on any
machinery  and  equipment  owned by Landlord and used in  connection  therewith,
payroll and payroll costs,  utility  services  including fire line water service
charges,  police  protection,  night  watchmen,  premiums for public  liability,
property  damage and fire  insurance  which shall insure  Landlord in the Common
Areas,  any real  estate tax  consultant  expense  incurred  for the  purpose of
maintaining equitable tax assessments on the Development,  all property taxes or
assessment3  levied  or  assessed  against  all  Common  Areas,  which,  if  not
separately  assessed,  shall be determined,  for land, by the ratio of land area
designated  for Common Area use to the total land area in the  Development  and,
for  improvements,  on  a  fair  and  equitable  allocation  among  the  various
improvements  in the  Development,  giving weight to the factors which determine
the amount of the real property tax or assessment in question. In addition, such
costs shall include administrative costs equal to ten percent (10%) of the total
cost paid or incurred by Landlord under this paragraph.

        (b) Tenant shall pay as additional  rent to Landlord,  Tenant's  prorata
share of such Common Area expenses in the following manner:

                                  (1) From and after the date the minimum rental


<PAGE>




provided for herein has  commenced,  but subject to adjustment as hereinafter in
this  subparagraph  (1)  provided,  Tenant  shall pay Landlord in advance on the
first day of each calendar month of the term of this Lease an amount computed by
applying  the rate of $0.03 per square  foot to the gross  leasable  area of the
Demised  Premises.  The  foregoing  rate per square  foot may be adjusted by the
Landlord  by notice to Tenant at the end of any  calendar  month on the basis of
Landlord's  experience and reasonably  anticipated  costs.  (See Lease Rider "A"
Building Expenses attached hereto and incorporated herein.)

               (2) Within  thirty (30) days  following  the end of each calendar
year,  Landlord shall furnish Tenant a statement covering the calendar year just
expired, showing the total operating costs, the amount of Tenant's prorata share
of such Common Area  expenses for such  calendar  year and the payments  made by
Tenant with respect to such calendar year as set forth in subparagraph  (b) (1).
If Tenant's prorata share of such Common Area expenses exceeds Tenant's payments
so made,  Tenant shall pay Landlord  the  deficiency  within ten (10) days after
receipt of such statement.  If said payments  exceed  Tenant's  prorata share of
such Common Area expenses, Tenant shall be entitled to offset the excess against
payments  next   thereafter  to  become  due  Landlord  as  set  forth  in  said
subparagraph  (b) (1).  Tenant's prorata share of the total Common Area expenses
for the previous  calendar year shall be that portion of all such expenses which
is equal to the  proportion  which the number of square  feet of gross  leasable
area in the Demised  Premises  bears to the total number of square feet of gross
leasable area of buildings in the entire Development which are from time to time
completed and occupied as of the commencement of each calendar year.

        There shall be an appropriate adjustment of Tenant's share of the Common
Area expenses as of the  commencement  and expiration of the term of this Lease.
The term "Gross  Leasable  Area",  as used  herein,  shall de deemed to mean and
include  all  fully  enclosed  areas  for the  exclusive  use and  occupancy  by
occupant,  measured  from the exterior  surface of exterior  walls (and from the
extensions thereof, in the case of openings),  including  warehousing or storage
areas,  clerical or office areas,  mezzanines or the second levels of any spaces
and employee  areas.  "Gross  Leasable Area" shall not include docks,  areas for
truck loading and unloading nor any utility and/or  mechanical  equipment vaults
or rooms (to the extent such facilities lie outside exterior building lines).

        Anything to the contrary  notwithstanding,  in the event Landlord or his
designated agent do not maintain the entire common area in the Development, then
and in that event,  for the length of time such condition may exist,  Landlord's
responsibility  shall  only be  towards  the  maintenance  and  repair  of those
portions  of the Common  Area not  maintained  by others,  and the  "expense  in
connection with said common areas" shall only refer to such areas  maintained by
Landlord. In this event,  Tenant's  proportionate share of the expenses shall be
determined on the basis of the  proportion of such expenses  which the number of
square feet of gross  leasable area in the Demised  Premises  bears to the total
number  of  square  feet of  gross  leasable  area of  buildings  in the  entire
Development  which  are  from  time to time  completed  and  occupied  as of the
commencement  of  each  calendar  year,  exclusive  of  the  area  occupied  and
maintained by others.

        ARTICLE 29. SECURITY DEPOSIT. Tenant shall pay an amount equal and first
and months rent at the time of signing of this Lease.  The amount equal to first
months  rent shall be applied  to the first  full month of the Lease  term.  The
amount  equal to last months rent shall be held by Landlord as security  for the
faithful  performance of Tenant  throughout the Lease term. The security deposit
shall be  refundable  to  Tenant  at the end of the  Lease  term  upon  Tenant's
satisfactory performance throughout the Lease term.


<PAGE>

        ARTICLE 30. FORCE  MAJEURE.  In the event that either party hereto shall
be delayed or hindered in or prevented from the  performance of any act required
hereunder by reason of strikes,  lockouts, labor troubles,  inability to procure
materials,  failure  of power,  restrictive  governmental  laws or  regulations,
riots,  insurrection,  war or other reason of a like nature not the fault of the
party delayed in performing  work or doing acts required under the terms of this
Lease, then performance of such act shall be excused for the period of the delay
and the  period  for the  performance  of any such act shall be  extended  for a
period  equivalent to the period of such delay.  The  provisions of this Section
shall not  operate to excuse  Tenant  from  prompt  payment of rent or any other
payments required by the terms of this Lease.

        ARTICLE 31. The Landlord  hereby  grants  Tenant the right and option to
extend this Lease for an additional five (5) years,  with written notice six (6)
months prior to  expiration  of this lease.  If, at the time of exercise of such
option,  Tenant is more than twenty (20) days in arrears in any such payment due
under this Lease, Landlord may, at its option, deny such renewal.

        ARTICLE 32. The Minimum  Rent  payable  under  Article  Seven (7) of the
Lease for the  option  years  shall be  ninethy-five  percent  (95%) of the then
current market rate for the building. The minimum rent will not be less than the
per square foot monthly rental rate of the sixtith (60th) month of the lease.

        ARTICLE  33.  The  submission  of this  Lease for  examination  does not
constitute  a  reservation  of or option for the Lease  Premises  and this Lease
becomes  effective  as a Lease  only upon  execution  and  delivery  thereof  by
Landlord to Tenant.
        IN WITNESS  WHEREOF,  the  Landlord  and Tenant have duly  executed  and
affixed their respective seals to this Lease Agreement on the day and year first
above written.

               LANDLORD:            Eden Roc Partnership
                                    a California general partnership

                                    By:/s/ Stanley C. Ellman
                                    ------------------------
                                    Stanley C. Ellman
                                    Managing General Partner

               TENANT:              Paradigm Medical Industries

                                    By:/s/ Thomas F. Motter
                                    ------------------------
                                    Thomas F. Motter, President/CEO

Attached hereto and incorporated  herein:  Lease Rider "A" -- Building  Expenses
Exhibit "A" - Building Site Plan Exhibit "B" - Building Floor Plan Exhibit "C" -
Overall Metro  Business Park Site Plan Exhibit "D" - Metro Business Park Signage
Criteria
Exhibit "E" -- Declaration of Easements, Covenants, and
Restrictions


<PAGE>




                                                  LEASE RIDER "A"

                                                "BUILDING EXPENSES"

        With reference to Tenant's  appropriate  proportionate share of property
tax, insurance expenses and common area service expenses as defined in the Lease
Agreement,  Tenant  hereby  agrees to pay, as  additional  monthly  rental,  Two
Thousand Three Hundred Fifty Six and no cents ($2,356.00) to be paid monthly, in
advance,  along with the monthly  rental  previously  stated in Lease Article 7.
Minimum Rent.  The above stated fee is an estimated and  adjustable fee for such
expenses and services.  At the end of each calendar year, Landlord shall furnish
a statement to Tenant  defining  what the actual tax,  insurance and common area
expenses  are  for  the  calendar  year  just  expired,  stating  what  Tenant's
appropriate  proportionate  share of such  expenses are and compare such to that
amount which has been prepaid by Tenant. If Tenant's proportionate share of such
expenses  exceeds  Tenant's  payments so made,  Tenant  shall pay  Landlord  the
deficiency  within ten (10) days after  receipt of said  statement.  If Tenant's
prepaid  payments  exceed  Tenant's  proportionate  share of such expenses,  the
excess shall be applied against future payments for such expenses.
Landlord's Initials                                            Tenant's Initials