27

NY:112404.3

                     PRIVATE EQUITY LINE OF CREDIT AGREEMENT

                                     Between

                        Paradigm Medical Industries, Inc.


                                       And

                             Triton West Group, Inc.




         PRIVATE EQUITY LINE OF CREDIT  AGREEMENT dated as of June 30, 2000 (the
"Agreement"),  between  Triton  West  Group,  Inc.,  a  British  Virgin  Islands
corporation  (the  "Investor")  and  Paradigm   Medical   Industries,   Inc.,  a
corporation  organized and existing under the laws of the State of Delaware (the
"Company").

         WHEREAS,  the parties  desire  that,  upon the terms and subject to the
conditions  contained herein,  the Company shall issue and sell to Investor from
time to time as provided herein, and Investor shall purchase,  up to $20,000,000
(subject to  adjustment  below)(the  "Aggregate  Purchase  Price") of the Common
Stock (as defined below); and

         WHEREAS,  such  investments  will be made by the  Investor as statutory
underwriter of a registered  indirect  primary  offering of such Common Stock by
the Company.

         NOW,  THEREFORE,  in consideration of the foregoing  premises,  and the
promises and covenants  herein  contained,  the receipt and sufficiency of which
are hereby  acknowledged  by the parties  hereto,  the parties,  intending to be
legally bound, hereby agree as follows:

ARTICLE I

                               Certain Definitions



Section 1.1 "Capital  Shares"  shall mean the Common Stock and any shares of any
other class of common  stock  whether now or  hereafter  authorized,  having the
right to participate in the distribution of earnings and assets of the Company.

Section 1.2 "Capital Shares  Equivalents" shall mean any securities,  rights, or
obligations  that are convertible  into or exchangeable for or give any right to
subscribe  for any  Capital  Shares of the Company or any  warrants,  options or
other rights to subscribe for or purchase Capital Shares or any such convertible
or exchangeable securities.

Section 1.3  "Closing"  shall mean one of the closings of a purchase and sale of
the Common Stock pursuant to Section 2.1.

Section 1.4  "Closing  Date" shall mean,  with  respect to a Closing,  the fifth
Trading Day following the end of the Valuation  Period  related to such Closing,
provided all  conditions  to such Closing have been  satisfied on or before such
Trading Day.

Section 1.5 "Commitment Amount" shall mean an amount up to $20,000,000 which the
Investor  has  agreed to provide to the  Company  in order to  purchase  the Put
Shares pursuant to the terms and conditions of this Agreement,  and in the event
the Company obtains clearance by the Food and Drug Administration to begin sales
of its laser cataract  product within 6 months of the initial Closing Date, such
Commitment Amount shall increase to $30,000,000.

Section  1.6  "Commitment  Period"  shall  mean  the  period  commencing  on the
Effective  Date and  expiring on the  earliest to occur of (x) the date on which
the Investor shall have purchased  $20,000,000 (or, if applicable,  $30,000,000)
of Put  Shares  pursuant  to this  Agreement,  (y) the date  this  Agreement  is
terminated  pursuant to Section 2.4, or (z) the date occurring  thirty-six  (36)
months from the date of commencement of the Commitment Period.

Section 1.7 "Common  Stock" shall mean the  Company's  common  stock,  par value
$0.001 per share.

Section 1.8  "Condition  Satisfaction  Date" shall have the meaning set forth in
Section 7.2.

Section 1.9 "Effective  Date" shall mean, if  applicable,  the date on which the
SEC first declares  effective a Registration  Statement  registering the sale by
the Company  and resale by the  Investor of the  Registrable  Securities  as set
forth in Section 7.2(f).

Section 1.10 "Escrow Agent" shall mean the escrow agent designated in the Escrow
Agreement.

Section  1.11  "Escrow  Agreement"  shall mean the escrow  agreement in the form
attached hereto as Exhibit A.

Section 1.12 "Exchange  Act" shall mean the Securities  Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

Section 1.13 "Investment  Amount" shall mean the dollar amount to be invested by
the  Investor to purchase Put Shares with respect to any Put Date as notified by
the Company to the Investor, all in accordance with Section 2.2 hereof.

Section 1.14 "Market  Price" on any given date shall mean the lowest closing bid
price (as  reported  by  Bloomberg  L.P.) of the Common  Stock on the  Principal
Market during the Valuation Period applicable to such date.

Section 1.15  "Material  Adverse  Effect" shall mean any effect on the business,
closing bid price, operations,  properties, prospects, or financial condition of
the Company that is material and adverse to the Company and its subsidiaries and
affiliates, taken as a whole, and/or any condition,  circumstance,  or situation
that would  prohibit or otherwise  interfere  with the ability of the Company to
enter  into  and  perform  any of its  obligations  under  this  Agreement,  the
Registration Rights Agreement or the Escrow Agreement in any material respect.

Section 1.16  "Maximum Put Amount"  shall mean  $2,000,000  per Put,  subject to
adjustments according to the following table:
<TABLE>
<CAPTION>

                           25,000-50,000 Avg.     50,001-100,000 Avg.    100,001-150,000 Avg.    150,001-Above Avg.
Stock Closing Bid Price   30 Trading Day Volume  30 Trading Day Volume   30 Trading Day Volume  30 Trading Day Volume
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>   <C>                      <C>                     <C>                    <C>                    <C>
       2.00-3.00                $750,000                $750,000              $1,000,000             $1,000,000
       3.01-5.00                $750,000               $1,000,000             $1,000,000             $1,250,000
       5.01-7.00               $1,000,000              $1,000,000             $1,250,000             $1,250,000
       7.01-9.00               $1,000,000              $1,250,000             $1,250,000             $1,500,000
       9.01-11.00              $1,250,000              $1,250,000             $1,500,000             $1,500,000
      11.01-13.00              $1,250,000              $1,500,000             $1,500,000             $1,750,000
      13.00-above              $1,500,000              $1,500,000             $1,750,000             $2,000,000
</TABLE>


Section 1.17 "NASD" shall mean the National  Association of Securities  Dealers,
Inc.

Section 1.18 "Outstanding" when used with reference to shares of Common Stock or
Capital Shares (collectively the "Shares"),  shall mean, at any date as of which
the  number of such  Shares is to be  determined,  all  issued  and  outstanding
Shares,  and shall  include all such Shares  issuable in respect of  outstanding
scrip or any  certificates  representing  fractional  interests  in such Shares;
provided,  however,  that  "Outstanding"  shall  not mean any such  Shares  then
directly or indirectly owned or held by or for the account of the Company.

Section 1.19 "Person" shall mean an individual, a corporation,  a partnership, a
limited  liability  company,  an  association,   a  trust  or  other  entity  or
organization,  including a government or political  subdivision  or an agency or
instrumentality thereof.

Section 1.20  "Principal  Market"  shall mean the NASDAQ  National  Market,  the
NASDAQ  SmallCap  Market,  the  American  Stock  Exchange  or the New York Stock
Exchange,  whichever is at the time the principal trading exchange or market for
the Common  Stock.  Principal  Market shall not include the OTC  Bulletin  Board
without the express written consent of the Investor.

Section  1.21   "Purchase   Price"  shall  mean  with  respect  to  Put  Shares,
eighty-eight percent (88%) (the "Purchase Price Percentage") of the Market Price
on the Trading Day immediately  following the Valuation  Period related to a Put
(or such other date on which the Purchase Price is calculated in accordance with
the  terms  and  conditions  of this  Agreement);  provided,  however,  that the
Purchase Price Percentage shall be reduced to eighty-five percent (85%) for Puts
relating to a Special Activity.

Section 1.22 "Put" shall mean each  occasion the Company  elects to exercise its
right to tender a Put Notice  requiring  the Investor to purchase  shares of the
Company's Common Stock, subject to the terms of this Agreement.

Section 1.23 "Put Date" shall mean the Trading Day during the Commitment  Period
that a Put  Notice to sell  Common  Stock to the  Investor  is deemed  delivered
pursuant to Section 2.2(b) hereof.

Section 1.24 "Put Notice"  shall mean a written  notice to the Investor  setting
forth the Investment  Amount that the Company intends to sell to the Investor in
the form attached hereto as Exhibit B.

Section  1.25 "Put  Shares"  shall  mean all  shares  of  Common  Stock or other
securities  issued or issuable  pursuant to a Put that has occurred or may occur
in accordance with the terms and conditions of this Agreement.

Section 1.26 "Registrable  Securities" shall mean the Put Shares and the Warrant
Shares  until (i) all Put  Shares  and  Warrant  Shares  have been  disposed  of
pursuant to the Registration  Statement,  (ii) all Put Shares and Warrant Shares
have been sold under circumstances under which all of the applicable  conditions
of Rule 144 (or any similar  provision  then in force) under the  Securities Act
("Rule  144")  are met,  (iii)  all Put  Shares  and  Warrant  Shares  have been
otherwise  transferred to persons who may trade such shares without  restriction
under the  Securities  Act, and the Company has delivered a new  certificate  or
other evidence of ownership for such securities not bearing a restrictive legend
or (iv) such time as, in the opinion of counsel to the  Company,  all Put Shares
and Warrant  Shares may be sold without any time,  volume or manner  limitations
pursuant  to Rule  144(k) (or any similar  provision  then in effect)  under the
Securities Act.

Section 1.27 "Registration  Rights Agreement" shall mean the agreement regarding
the filing of a further Registration Statement, if applicable,  for the sale and
resale of the Registrable Securities annexed hereto as Exhibit C.

Section 1.28  "Registration  Statement"  shall mean the  registration  statement
filed on January 6, 2000 on Form S-3 or any subsequent  registration  statement,
if required pursuant to the Registration  Rights Agreement,  on Form S-3 (if use
of such form is then  available to the Company  pursuant to the rules of the SEC
and,  if not,  on such other form  promulgated  by the SEC,  such as Form S-1 or
SB-2,  for which the Company then  qualifies  and which  counsel for the Company
shall deem appropriate,  and which form shall be available for the resale by the
Investor of the Registrable Securities to be registered thereunder in accordance
with the provisions of this Agreement, the Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration of the resale by the Investor of the Registrable  Securities  under
the Securities Act.

Section 1.29 "SEC" shall mean the Securities and Exchange Commission.

Section 1.30 "Securities Act" shall mean the Securities Act of 1933, as amended.

Section 1.31 "SEC Documents" shall mean the Company's latest Form 10-K or 10-KSB
as of the time in question,  all Forms 10-Q or 10-QSB and 8-K filed  thereafter,
and the Proxy  Statement  for its latest  fiscal year as of the time in question
until such time as the  Company  no longer has an  obligation  to  maintain  the
effectiveness  of a  Registration  Statement  as set  forth in the  Registration
Rights Agreement.

Section  1.32  "Special  Activity"  shall mean any one time  charge the  Company
expects to incur for any reason,  including,  without limitation,  in connection
with the acquisition of another business.

Section 1.33  "Threshold  Price" is the lowest Market Price at which the Company
will sell its Common Stock with respect to this Agreement.

Section 1.34 "Trading  Cushion"  shall mean the  mandatory  fifteen (15) Trading
Days  between Put Dates,  unless  waived by the  Investor.  Notwithstanding  the
foregoing,  in the event the Company  gives the  Investor  twenty-one  (21) days
notice of a Special Activity, the Trading Cushion shall be adjusted to seven (7)
Trading Days for a period of seven (7) consecutive weeks.

Section 1.35  "Valuation  Event" shall mean an event in which the Company at any
time  prior  to the end of the  Commitment  Period  takes  any of the  following
actions:

                           (a)      subdivides or combines its Common Stock;

                           (b) pays a dividend  on its  Capital  Shares or makes
any other distribution of its Capital Shares;

                           (c) issues any additional Capital Shares ("Additional
Capital  Shares"),  otherwise than as provided in the foregoing  Subsections (a)
and (b) above or (d) and (e)  below,  at a price per  share  less,  or for other
consideration  lower, than the closing bid price in effect  immediately prior to
such issuance, or without consideration (other than pursuant to this Agreement);

                           (d) issues any  warrants,  options or other rights to
subscribe for or purchase any Additional  Capital Shares and the price per share
for which  Additional  Capital  Shares may at any time  thereafter  be  issuable
pursuant  to such  warrants,  options  or other  rights  shall be less  than the
closing bid price in effect immediately prior to such issuance;

                           (e)  issues  any  securities   convertible   into  or
exchangeable  for  Capital  Shares  and the  consideration  per  share for which
Additional Capital Shares may at any time thereafter be issuable pursuant to the
terms of such  convertible  or  exchangeable  securities  shall be less than the
closing bid price in effect immediately prior to such issuance;

                           (f) makes a  distribution  of its assets or evidences
of  indebtedness  to  the  holders  of  its  Capital  Shares  as a  dividend  in
liquidation  or by way of return of capital or other than as a dividend  payable
out of earnings or surplus legally  available for dividends under applicable law
or any  distribution  to such  holders  made in  respect  of the  sale of all or
substantially  all of the Company's  assets (other than under the  circumstances
provided for in the foregoing subsections (a) through (e); or

                           (g)  takes  any  action   affecting   the  number  of
Outstanding  Capital  Shares,  other  than  an  action  described  in any of the
foregoing Subsections (a) through (f) hereof, inclusive, which in the opinion of
the  Company's  Board of  Directors,  determined  in good  faith,  would  have a
Material Adverse Effect upon the rights of the Investor at the time of a Put.

Section 1.36  "Valuation  Period" shall mean the period of five (5) Trading Days
beginning  two (2) Trading  Days before the Trading Day on which a Put Notice is
deemed to be  delivered  and  ending  two (2)  Trading  Days  after  such  date;
provided, however, that if a Valuation Event occurs during a Valuation Period, a
new  Valuation  Period  shall  begin on the Trading  Day  immediately  after the
occurrence  of such  Valuation  Event and end on the  fifth  (5th)  Trading  Day
thereafter.

Section 1.37 "Warrants" shall mean the 50,000 Common Stock Purchase  Warrants in
the form of Exhibit D hereto to be  delivered  to the  Investor  at the  initial
Closing.  "Warrant  Shares" shall mean the shares of Common Stock  issuable upon
exercise of the Warrants.



ARTICLE II

                        Purchase and Sale of Common Stock

Section 2.1                Investments.
                           -----------

(a) Puts.  Upon the terms and  conditions set forth herein  (including,  without
limitation,  the provisions of Article VII hereof),  on any Put Date the Company
may make a Put by the  delivery of a Put  Notice.  The number of Put Shares that
the Investor shall receive  pursuant to such Put shall be determined by dividing
the Investment Amount specified in the Put Notice by the Purchase Price for such
Valuation Period. In connection with each Valuation Period,  the Company may set
the Threshold Price, if any, in the Put Notice. If the Market Price is less than
the Threshold  Price,  the Company shall not sell and the Purchaser shall not be
obligated to purchase the Shares  otherwise to be purchased for such Put, except
that,  the  Investor,  in its sole  discretion,  may purchase such shares at the
Threshold Price.

(b) Maximum Aggregate Amount of Puts. Anything in this Agreement to the contrary
notwithstanding,  (i) at no time will the  Company  request  a Put  which  would
result in the issuance of an aggregate number of shares of Common Stock pursuant
to this  Agreement  which  exceeds 19.9% of the number of shares of Common Stock
issued  and  outstanding  on any  Closing  Date  without  obtaining  stockholder
approval of such excess issuance, and (ii) the Company may not make a Put to the
extent  that,  after such  purchase  by the  Investor,  the sum of the number of
shares of Common Stock and Warrants  beneficially  owned by the Investor and its
affiliates  would  result  in  beneficial  ownership  by the  Investor  and  its
affiliates of more than 9.9% of the then outstanding shares of Common Stock. For
purposes of the immediately  preceding sentence,  beneficial  ownership shall be
determined in accordance  with Section 13(d) of the  Securities and Exchange Act
of 1934, as amended.

Section 2.2                Mechanics.
                           --------- -

                           (a) Put  Notice.  At any time  during the  Commitment
Period,  the Company may  deliver a Put Notice to the  Investor,  subject to the
conditions  set forth in Section 7.2;  provided,  however,  that the  Investment
Amount for each Put as  designated by the Company in the  applicable  Put Notice
shall be neither less than $500,000 nor more than the Maximum Put Amount.

                           (b) Date of  Delivery  of Put  Notice.  A Put  Notice
shall be deemed  delivered on (i) the Trading Day it is received by facsimile or
otherwise by the Investor if such notice is received prior to 12:00 noon Eastern
Time,  or (ii) the  immediately  succeeding  Trading  Day if it is  received  by
facsimile or otherwise  after 12:00 noon Eastern Time on a Trading Day or at any
time on a day which is not a Trading Day. No Put Notice may be deemed  delivered
on a day that is not a Trading Day.

Section 2.3  Closings.  On or before each  Closing  Date for a Put the  Investor
shall deliver the Investment Amount specified in the Put Notice by wire transfer
of immediately  available funds to the Escrow Agent. In addition, on or prior to
the Closing  Date,  each of the Company and the  Investor  shall  deliver to the
Escrow Agent all documents, instruments and writings required to be delivered or
reasonably  requested by either of them  pursuant to this  Agreement in order to
implement  and effect the  transactions  contemplated  herein.  Upon  receipt of
notice  from the  Escrow  Agent  that the  Escrow  Agent has  possession  of the
Investment Amount, the Company shall, if possible, deliver the Put Shares to the
Investor's account through the Depository Trust Company DWAC system, per written
account  instructions  delivered  by the  Investor  to the  Company,  and if the
Company is not eligible to  participate  in the DWAC  system,  to deliver to the
Escrow  Agent  one  or  more   certificates,   as  requested  by  the  Investor,
representing the Put Shares to be purchased by the Investor  pursuant to Section
2.1 herein, registered in the name of the Investor or, at the Investor's option,
registered  in the name of such account or accounts as may be  designated by the
Investor.  Payment of funds to the Company and delivery of the  certificates  to
the Investor (unless  delivered by DWAC) shall occur out of escrow in accordance
with the Escrow Agreement, provided, however, that to the extent the Company has
not paid the fees,  expenses,  and  disbursements  of the Investor's  counsel in
accordance  with  Section  13.7,  the  amount  of  such  fees,   expenses,   and
disbursements shall be paid in immediately  available funds, at the direction of
the  Investor,  to  Investor's  counsel  with no  reduction in the number of Put
Shares issuable to the Investor on such Closing Date.

Section 2.4                Termination of Investment Obligation.
                           ------------------------------------

                           (a) The obligation of the Investor to purchase shares
of Common Stock shall terminate permanently (including with respect to a Closing
Date that has not yet occurred) in the event that (i) there shall occur any stop
order or suspension of the  effectiveness of the  Registration  Statement for an
aggregate  of thirty (30)  Trading Days during the  Commitment  Period,  for any
reason other than deferrals or suspensions in accordance  with the  Registration
Rights  Agreement  as a  result  of  corporate  developments  subsequent  to the
Effective Date that would require such  Registration  Statement to be amended to
reflect  such event in order to  maintain  its  compliance  with the  disclosure
requirements of the Securities Act or (ii) the Company shall at any time fail to
comply with the requirements of Section 6.2, 6.3 or 6.5.

                           (b) The  obligation of the Company to sell Put Shares
to the Investor  shall  terminate if the Investor  fails to honor any Put Notice
within two (2)  Trading  Days of the  Closing  Date  scheduled  for such Put, or
otherwise becomes in breach of any material representation,  warranty,  covenant
or other  obligation under this Agreement  including,  without  limitation,  all
exhibits attached hereto, and the Company notifies Investor of such termination.
Upon such termination,  the Company shall maintain the Registration Statement in
effect for such reasonable  period,  not to exceed  forty-five (45) days, as the
Investor  may  request in order to dispose of any  remaining  Put  Shares.  Such
termination  shall be the Company's  sole remedy for the  Investor's  failure to
honor a Put.  However,  if Investor fails to honor any Put Notice within two (2)
Trading Days of such Closing Date, and the Company has notified Investor of such
termination, Investor shall return a proportionate amount of the 5,000 shares of
Common  Stock and Warrants  still held by the Investor  delivered to Investor at
the initial  Closing if the  aggregate  amount of Put Shares  which the Investor
shall have purchased as of such  termination  has not exceeded  $5,000,000.  The
amount of Common Stock and Warrants still held by the Investor to be returned to
the Company shall be determined as follows:

                  (i) If the aggregate amount of Put Shares which Investor shall
                  have purchased at such  termination  is less than  $1,250,000,
                  Investor  shall return 5,000 shares of Common Stock all of the
                  Warrants still held by the Investor;

                  (ii) If the  aggregate  amount of Put  Shares  which  Investor
                  shall have  purchased at such  termination  is  $1,250,000  or
                  greater, but less than $2,500,000, Investor shall return 3,750
                  shares of Common  Stock and 37,500  Warrants,  or if less than
                  37, 500  Warrants are still held by the  Investor,  all of the
                  remaining Warrants;

                  (iii) If the  aggregate  amount of Put Shares  which  Investor
                  shall have  purchased at such  termination  is  $2,500,000  or
                  greater, but less than $3,750,000, Investor shall return 2,500
                  shares of Common  Stock and 25,000  Warrants,  or if less than
                  25,000  Warrants  are  still  held  by  Investor,  all  of the
                  remaining Warrants; and

                  (iv) If the  aggregate  amount of Put  Shares  which  Investor
                  shall have  purchased at such  termination  is  $3,750,000  or
                  greater,  but less  than  $5,000,000,  Investor  shall  return
                  1,2500 shares of Common Stock and 12,500 Warrants,  or if less
                  than 12,500  Warrants are still held by  Investor,  all of the
                  remaining Warrants.

                  Section 2.5  Additional  Shares.  In the event that (a) within
five (5) Trading  Days of any Closing  Date,  the  Company  gives  notice to the
Investor of an impending  "blackout  period" in accordance  with Section 3(f) of
the  Registration  Rights Agreement and (b) the closing bid price on the Trading
Day  immediately  preceding such "blackout  period" (the "Old Closing price") is
greater  than the closing  bid price on the first  Trading  Day  following  such
"blackout  period"  (the "New  Closing  price") the  Company  shall issue to the
Investor a number of  additional  shares (the  "Blackout  Shares")  equal to the
difference  between  (y) the  product  of the number of  Registrable  Securities
purchased by the Investor on such most recent Closing Date and still held by the
Investor  during such "blackout  period" that are not otherwise  freely tradable
during such  "blackout  period" and the Old  Closing  price,  divided by the New
Closing  price and (z) the number of  Registrable  Securities  purchased  by the
Investor on such most recent Closing Date and still held by the Investor  during
such  "blackout  period"  that are not  otherwise  freely  tradable  during such
"blackout period". If any such issuance would result in the issuance of a number
of shares which exceeds the number set forth in Section 2.1(b),  then in lieu of
such  issuance,  the  Company  shall pay  Investor  the closing ask price of the
Blackout  Shares on the first  Trading  Day  following  the end of the  blackout
period in cash within five Trading Days.

Section 2.5 Liquidated  Damages.  The parties hereto  acknowledge and agree that
the  obligation to issue  Registrable  Securities  under Section 2.5 above shall
constitute liquidated damages and not penalties. The parties further acknowledge
that (a) the amount of loss or damages  likely to be incurred is incapable or is
difficult to precisely estimate, (b) the amounts specified in such Sections bear
a reasonable  proportion and are not plainly or grossly  disproportionate to the
probable  loss  likely to be incurred by the  Investor  in  connection  with the
failure  by the  Company to timely  cause the  registration  of the  Registrable
Securities or in  connection  with a "blackout  period"  under the  Registration
Rights  Agreement,  and (c) the parties are  sophisticated  business parties and
have been  represented  by legal  and  financial  counsel  and  negotiated  this
Agreement at arm's length.

ARTICLE III

                   Representations and Warranties of Investor

Investor represents and warrants to the Company that:

Section 3.1 Intent.  The Investor is entering  into this  Agreement  for its own
account  and the  Investor  has no present  arrangement  (whether or not legally
binding)  at any time to sell the  Common  Stock to or  through  any  person  or
entity;  provided,  however,  that by making  the  representations  herein,  the
Investor  does not  agree to hold the  Common  Stock  for any  minimum  or other
specific  term and reserves the right to dispose of the Common Stock at any time
in  accordance  with  federal  and  state  securities  laws  applicable  to such
disposition.

Section 3.2 Sophisticated Investor. The Investor is a sophisticated investor (as
described in Rule 506(b)(2)(ii) of Regulation D) and an accredited  investor (as
defined  in Rule 501 of  Regulation  D), and  Investor  has such  experience  in
business  and  financial  matters  that it has the  capacity  to protect its own
interests in connection  with this  transaction and is capable of evaluating the
merits and risks of an  investment in Common  Stock.  The Investor  acknowledges
that an investment in the Common Stock is speculative and involves a high degree
of risk.

Section 3.3  Authority.  This  Agreement  has been duly  authorized  and validly
executed and  delivered by the Investor and is a valid and binding  agreement of
the Investor  enforceable  against it in accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,  or similar laws  relating to, or affecting
generally  the  enforcement  of,  creditors'  rights  and  remedies  or by other
equitable principles of general application.

Section  3.4  Not  an  Affiliate.  Investor  is  not  an  officer,  director  or
"affiliate"  (as that term is defined in Rule 405 of the Securities  Act) of the
Company.

Section 3.5 Organization and Standing. Investor is a corporation duly organized,
validly  existing,  and in  good  standing,  and  has all  legal  and  corporate
authority to enter into and perform this Agreement in accordance with its terms,
under the laws of the British Virgin Islands.

Section 3.6 Absence of Conflicts.  The execution and delivery of this  Agreement
and any other document or instrument  executed in connection  herewith,  and the
consummation of the transactions  contemplated  thereby, and compliance with the
requirements thereof, will not violate any law, rule,  regulation,  order, writ,
judgment,   injunction,  decree,  administrative  action  or  award  binding  on
Investor,  or, to the  Investor's  knowledge,  (a) violate any  provision of any
indenture,  instrument or agreement to which  Investor is a party or is subject,
or by which  Investor  or any of its  assets  is  bound;  (b)  conflict  with or
constitute  a  material  default  thereunder;  (c)  result  in the  creation  or
imposition of any lien pursuant to the terms of any such  indenture,  instrument
or agreement,  or constitute a breach of any fiduciary  duty owed by Investor to
any third party; or (d) require the approval of any  third-party  (which has not
been  obtained)  pursuant  to  any  material  contract,  agreement,  instrument,
relationship or legal obligation to which Investor is subject or to which any of
its assets, operations or management may be subject.

Section 3.7 Disclosure; Access to Information.Investor has received and reviewed
all  documents,   records,   books  and  other  publicly  available  information
pertaining to Investor's  investment in the Company that have been  requested by
Investor.  The Company is subject to the periodic reporting  requirements of the
Exchange  Act, and  Investor  has reviewed  copies of any such reports that have
been requested by it.

Section 3.8 Manner of Sale. At no time was Investor  presented with or solicited
by or through any leaflet, public promotional meeting,  television advertisement
or any other form of general solicitation or advertising.

Section 3.9 Financial Capacity. Investor currently has the financial capacity to
meet its obligations to the Company  hereunder,  and the Investor has no present
knowledge  of any  circumstances  which could cause it to become  unable to meet
such obligations in the future.

Section 3.10 Underwriter Liability. Investor understands that it is the position
of the SEC that the  Investor  is an  underwriter  within the meaning of Section
2(11) of the  Securities  Act and that the  Investor  will be  identified  as an
underwriter of the Put Shares in the Registration Statement.

ARTICLE IV

                  Representations and Warranties of the Company

The Company represents and warrants to the Investor that, except as set forth on
the Disclosure Schedule prepared by the Company and attached hereto:

Section 4.1  Organization  of the  Company.  The Company is a  corporation  duly
incorporated  and  existing  in good  standing  under  the laws of the  State of
Delaware and has all requisite  corporate authority to own its properties and to
carry on its  business as now being  conducted.  The  Company  does not have any
subsidiaries  and does not own more that fifty  percent  (50%) of or control any
other business  entity except as set forth in the SEC Documents.  The Company is
duly  qualified and is in good standing as a foreign  corporation to do business
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes such  qualification  necessary,  other than those in which the
failure so to qualify would not have a Material Adverse Effect.

Section 4.2  Authority.  (i) The Company has the requisite  corporate  power and
corporate  authority  to enter  into and  perform  its  obligations  under  this
Agreement,  the Registration  Rights Agreement,  the Escrow  Agreement,  and the
Warrants  and to issue the Put  Shares,  the  Warrants  and the  Warrant  Shares
pursuant to their respective terms, (ii) the execution, issuance and delivery of
this Agreement,  the Registration Rights Agreement, the Escrow Agreement and the
Warrants  by  the  Company  and  the  consummation  by  it of  the  transactions
contemplated  hereby have been duly authorized by all necessary corporate action
and no further consent or authorization of the Company or its Board of Directors
or stockholders is required,  and (iii) this Agreement,  the Registration Rights
Agreement,  the Escrow  Agreement  and the Warrants  have been duly executed and
delivered by the Company and at the initial Closing shall  constitute  valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms,  except as such  enforceability  may be limited by  applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application. The Company has duly and validly authorized and reserved
for issuance shares of Common Stock sufficient in number for the issuance of the
Put Shares and for the exercise of the Warrants

Section 4.3 Capitalization. The authorized capital stock of the Company consists
of  20,000,000  shares of Common  Stock,  $0.001 par value per  share,  of which
10,083,990  shares are issued and outstanding and 5,000,000  shares of preferred
stock of which 500,000 are designated as Series A Preferred Stock of which 8,077
are  issued  and  outstanding,  of which  500,000  are  designated  as  Series B
Preferred Stock of which 15,236 are issued and outstanding,  of which 30,000 are
designated as Series C Preferred  Stock of which none are issued and outstanding
and of which  1,140,000  are  designated  as Series D  Preferred  Stock of which
283,328 are issued and outstanding.  The Company is not a party to any agreement
granting  registration or anti-dilution rights to any person with respect to any
of its equity or debt securities.  All of the outstanding shares of Common Stock
of the Company  have been duly and validly  authorized  and issued and are fully
paid and non-assessable.

Section 4.4 Common Stock.  The Company has  registered its Common Stock pursuant
to Section 12(b) or (g) of the Exchange Act and is in full  compliance  with all
reporting  requirements  of the Exchange  Act, and the Company is in  compliance
with all  requirements  for the  continued  listing or  quotation  of its Common
Stock,  and such Common  Stock is currently  listed or quoted on, the  Principal
Market.  As of the date  hereof,  the  Principal  Market is the NASDAQ  SmallCap
Market  and the  Company  has not  received  any  notice  regarding,  and to its
knowledge  there is no  threat,  of the  termination  or  discontinuance  of the
eligibility of the Common Stock for such listing.



<PAGE>




Section 4.5 SEC  Documents.  The Company has made available to the Investor true
and complete  copies of the SEC  Documents.  The Company has not provided to the
Investor any information that,  according to applicable law, rule or regulation,
should have been disclosed publicly prior to the date hereof by the Company, but
which has not been so disclosed. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Exchange Act, and
rules and  regulations of the SEC  promulgated  thereunder and the SEC Documents
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents   complied  in  all  material  respects  with  applicable   accounting
requirements  and the  published  rules  and  regulations  of the  SEC or  other
applicable  rules  and  regulations  with  respect  thereto  at the time of such
inclusion.  Such  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they exclude footnotes or may be condensed or summary
statements) and fairly present in all material  respects the financial  position
of the Company as of the dates  thereof and the results of  operations  and cash
flows for the periods  then ended  (subject,  in the case of  unaudited  interim
statements,  to normal year-end audit adjustments).  Neither the Company nor any
of its subsidiaries has any material indebtedness, obligations or liabilities of
any kind (whether accrued, absolute, contingent or otherwise, and whether due or
to become  due) that would  have been  required  to be  reflected  in,  reserved
against or  otherwise  described  in the  financial  statements  or in the notes
thereto in accordance  with GAAP,  which was not fully  reflected  in,  reserved
against or otherwise described in the financial  statements or the notes thereto
included in the SEC  Documents  or was not  incurred in the  ordinary  course of
business  consistent  with the Company's past  practices  since the last date of
such financial statements.

Section 4.6 Valid  Issuances.  When issued and paid for in  accordance  with the
terms hereof or of the Warrants,  the Put Shares and the Warrant  Shares will be
duly and validly issued,  fully paid, and  non-assessable.  Neither the sales of
the Put  Shares,  the  Warrants  or the  Warrant  Shares  pursuant  to,  nor the
Company's performance of its obligations under, this Agreement, the Registration
Rights  Agreement,  the Escrow  Agreement or the Warrants will (i) result in the
creation or  imposition  by the Company of any liens,  charges,  claims or other
encumbrances upon the Put Shares,  the Warrants or the Warrant Shares or, except
as contemplated  herein,  any of the assets of the Company,  or (ii) entitle the
holders of Outstanding Capital Shares to preemptive or other rights to subscribe
for or acquire the Capital  Shares or other  securities of the Company.  The Put
Shares,  the Warrants  and the Warrant  Shares shall not subject the Investor to
personal  liability to the Company or its creditors by reason of the  possession
thereof.

Section 4.7 No  Conflicts.  The  execution,  delivery  and  performance  of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby,  including  without  limitation  the  issuance  of the Put
Shares, the Warrants and the Warrant Shares, do not and will not (i) result in a
violation of the Company's Articles of Incorporation or By-Laws or (ii) conflict
with, or constitute a material default (or an event that with notice or lapse of
time or both  would  become a  default)  under,  or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
indenture  or  instrument,   or  any  "lock-up"  or  similar  provision  of  any
underwriting  or similar  agreement  to which the  Company is a party,  or (iii)
result in a violation  of any  federal,  state or local law,  rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations)  applicable  to the  Company or by which any  material  property or
asset of the  Company is bound or  affected,  nor is the  Company  otherwise  in
violation of,  conflict  with or default  under any of the foregoing  (except in
each case for such conflicts, defaults, terminations, amendments, accelerations,
cancellations  and  violations  as  would  not  have,  individually  or  in  the
aggregate,  a Material Adverse Effect). The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
entity,  except for possible  violations  that either singly or in the aggregate
would not have a Material Adverse Effect.  The Company is not required under any
Federal,  state  or  local  law,  rule or  regulation  to  obtain  any  consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or issue  and sell  the Put  Shares  or the
Warrants in  accordance  with the terms  hereof  (other than any SEC,  Principal
Market  or  state  securities  filings  that may be  required  to be made by the
Company subsequent to the initial Closing,  any registration  statement that may
be filed pursuant  hereto,  and any shareholder  approval  required by the rules
applicable  to companies  whose common  stock trades on the  Principal  Market);
provided that,  for purposes of the  representation  made in this sentence,  the
Company  is  assuming   and   relying   upon  the   accuracy  of  the   relevant
representations and agreements of the Investor herein.

Section 4.8 No Material Adverse Change. Since March 31, 2000 no Material Adverse
Effect has occurred or exists with  respect to the Company,  except as disclosed
in the SEC Documents.

Section 4.9 No  Undisclosed  Events or  Circumstances.  Since March 31, 2000, no
event or circumstance  has occurred or exists with respect to the Company or its
businesses,  properties,  prospects,  operations or financial  condition,  that,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the SEC Documents.

Section 4.10  Litigation and Other  Proceedings.  Except as disclosed in the SEC
Documents,  there are no lawsuits or proceedings pending or, to the knowledge of
the  Company,  threatened,  against the Company or any  subsidiary,  nor has the
Company received any written or oral notice of any such action, suit, proceeding
or investigation,  which could reasonably be expected to have a Material Adverse
Effect.  Except as set forth in the SEC  Documents,  no judgment,  order,  writ,
injunction  or decree or award has been  issued by or, to the  knowledge  of the
Company,  requested of any court,  arbitrator or governmental agency which could
result in a Material Adverse Effect.

Section  4.11 No  Misleading  or Untrue  Communication.  The Company and, to the
knowledge  of the Company,  any person  representing  the Company,  or any other
person  selling or offering to sell the Put Shares or the Warrants in connection
with the transaction contemplated by this Agreement, have not made, at any time,
any oral  communication  in connection  with the offer or sale of the same which
contained  any  untrue  statement  of a  material  fact or  omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

Section 4.12 Material Non-Public  Information.  The Company has not disclosed to
the Investor any material non-public information that (i) if disclosed publicly,
would  reasonably  be  expected  to have a  material  effect on the price of the
Common Stock or (ii)  according to applicable  law, rule or  regulation,  should
have been  disclosed  publicly by the Company prior to the date hereof but which
has not been so disclosed.

Section 4.13 Insurance.  The Company and each subsidiary  maintains property and
casualty,  general  liability,  workers'  compensation,   environmental  hazard,
personal injury and other similar types of insurance with financially  sound and
reputable insurers that is adequate,  consistent with industry standards and the
Company's  historical  claims  experience.  The Company has not received  notice
from,  and has no knowledge  of any threat by, any insurer  (that has issued any
insurance  policy to the  Company)  that such insurer  intends to deny  coverage
under or cancel,  discontinue  or not renew any  insurance  policy  presently in
force.

Section 4.14      Tax Matters.
                  ------------

                           The  Company  and each  subsidiary  has filed all Tax
Returns which it is required to file under applicable
laws;  all such Tax  Returns  are true and  accurate  and has been  prepared  in
compliance  with all  applicable  laws;  the  Company has paid all Taxes due and
owing by it or any  subsidiary  (whether  or not such Taxes are  required  to be
shown on a Tax Return) and have withheld and paid over to the appropriate taxing
authorities  all Taxes which it is required to  withhold  from  amounts  paid or
owing to any employee,  stockholder,  creditor or other third parties; and since
December 31, 1998, the charges,  accruals and reserves for Taxes with respect to
the Company  (including any provisions for deferred  income taxes)  reflected on
the  books of the  Company  are  adequate  to cover any Tax  liabilities  of the
Company if its current tax year were treated as ending on the date hereof.

                           No claim  has been  made by a taxing  authority  in a
jurisdiction where the Company does not file tax returns
that the  Company or any  subsidiary  is or may be subject to  taxation  by that
jurisdiction.  There  are no  foreign,  federal,  state or local  tax  audits or
administrative or judicial  proceedings  pending or being conducted with respect
to the Company or any subsidiary; no information related to Tax matters has been
requested by any foreign,  federal, state or local taxing authority; and, except
as disclosed  above, no written notice  indicating an intent to open an audit or
other  review  has been  received  by the  Company  or any  subsidiary  from any
foreign,  federal,  state or  local  taxing  authority.  There  are no  material
unresolved  questions or claims  concerning  the  Company's Tax  liability.  The
Company (A) has not executed or entered into a closing agreement pursuant to ss.
7121 of the Internal  Revenue Code or any predecessor  provision  thereof or any
similar  provision of state,  local or foreign law; and (B) has not agreed to or
is required  to make any  adjustments  pursuant  to ss. 481 (a) of the  Internal
Revenue Code or any similar  provision of state,  local or foreign law by reason
of a  change  in  accounting  method  initiated  by  the  Company  or any of its
subsidiaries  or has any knowledge that the IRS has proposed any such adjustment
or change in accounting  method, or has any application  pending with any taxing
authority  requesting  permission  for any changes in  accounting  methods  that
relate to the business or operations of the Company.  The Company has not been a
United  States  real  property  holding  corporation  within the  meaning of ss.
897(c)(2) of the Internal Revenue Code during the applicable period specified in
ss. 897(c)(1)(A)(ii) of the Internal Revenue Code.

                           The Company has not made an election underss.  341(f)
of the Internal Revenue Code. The Company is not liable for the Taxes of another
person  that is not a  subsidiary  of the  Company  under (A)  Treas.  Reg.  ss.
1.1502-6 (or  comparable  provisions of state,  local or foreign law),  (B) as a
transferee  or  successor,  (C) by contract or indemnity or (D)  otherwise.  The
Company is not a party to any tax  sharing  agreement.  The Company has not made
any payments,  is obligated to make payments or is a party to an agreement  that
could  obligate it to make any payments that would not be  deductible  under ss.
280G of the Internal Revenue Code.

                           For purposes of this Section 4.14:

                           "IRS"  means  the  United  States  Internal   Revenue
Service.

                           Tax" or "Taxes" means federal,  state, county, local,
                  foreign,  or  other  income,   gross  receipts,   ad  valorem,
                  franchise,  profits,  sales  or use,  transfer,  registration,
                  excise,  utility,  environmental,   communications,   real  or
                  personal property,  capital stock,  license,  payroll, wage or
                  other  withholding,  employment,  social security,  severance,
                  stamp,  occupation,  alternative or add-on minimum,  estimated
                  and other  taxes of any kind  whatsoever  (including,  without
                  limitation,  deficiencies,  penalties,  additions  to tax, and
                  interest attributable thereto) whether disputed or not.

                           "Tax Return" means any return,  information report or
                  filing with respect to Taxes, including any schedules attached
                  thereto and including any amendment thereof.

Section 4.15 Property.  Neither the Company nor any of its subsidiaries owns any
real property.  Each of the Company and its subsidiaries has good and marketable
title to all  personal  property  owned  by it,  free  and  clear of all  liens,
encumbrances  and defects except such as do not  materially  affect the value of
such property and do not materially  interfere with the use made and proposed to
be made of such property by the Company; and to the Company's knowledge any real
property and buildings  held under lease by the Company as tenant are held by it
under valid,  subsisting and enforceable  leases with such exceptions as are not
material and do not interfere  with the use made and intended to be made of such
property and buildings by the Company.

Section 4.16 Licensing and Permits. The Company holds all necessary licenses and
permits for the conduct of its business, including licenses with the FDA. All of
such  licenses  and  permits  are in good  standing  and the  Company  is not in
material default of any of the conditions thereof.

Section 4.17  Intellectual  Property.  Each of the Company and its  subsidiaries
owns or possesses  adequate and  enforceable  rights to use all patents,  patent
applications,  trademarks,  trademark applications,  trade names, service marks,
copyrights, copyright applications,  licenses, know-how (including trade secrets
and  other   unpatented   and/or   unpatentable   proprietary  or   confidential
information,  systems or procedures)  and other similar  rights and  proprietary
knowledge  (collectively,  "Intangibles")  necessary  for  the  conduct  of  its
business as now being conducted. To the Company's knowledge, except as disclosed
in the  SEC  Documents  neither  the  Company  nor  any of its  subsidiaries  is
infringing  upon or in conflict  with any right of any other person with respect
to any Intangibles.  Except as disclosed in the SEC Documents, no adverse claims
have been asserted by any person to the ownership or use of any  Intangibles and
the Company has no knowledge of any basis for such claim.

Section 4.18 Internal  Controls and Procedures.  The Company maintains books and
records and internal accounting controls which provide reasonable assurance that
(i) all  transactions  to which the Company or any  subsidiary  is a party or by
which its  properties  are bound are executed with  management's  authorization;
(ii) the recorded  accounting of the Company's  consolidated  assets is compared
with  existing  assets at  regular  intervals;  (iii)  access  to the  Company's
consolidated   assets  is  permitted  only  in  accordance   with   management's
authorization;  and (iv) all transactions to which the Company or any subsidiary
is a party or by which its  properties  are bound are  recorded as  necessary to
permit preparation of the financial statements of the Company in accordance with
U.S. generally accepted accounting principles.

Section 4.19 Payments and  Contributions.  Neither the Company,  any subsidiary,
nor any of its directors, officers or, to its knowledge, other employees has (i)
used  any  Company  funds  for any  unlawful  contribution,  endorsement,  gift,
entertainment  or other unlawful expense  relating to political  activity;  (ii)
made any direct or indirect  unlawful payment of Company funds to any foreign or
domestic government  official or employee;  (iii) violated or is in violation of
any provision of the Foreign Corrupt Practices Act of 1977, as amended;  or (iv)
made any bribe,  rebate,  payoff,  influence payment,  kickback or other similar
payment to any person with respect to Company matters.

Section 4.20 No  Misrepresentation.  The  representations  and warranties of the
Company contained in this Agreement,  any schedule,  annex or exhibit hereto and
any  agreement,  instrument  or  certificate  furnished  by the  Company  to the
Investor  pursuant to this Agreement,  do not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

ARTICLE V

                            Covenants of the Investor

         Investor covenants with the Company that:

Section 5.1 Compliance with Law. The Investor's  trading activities with respect
to  shares  of the  Company's  Common  Stock  will  be in  compliance  with  all
applicable  state and federal  securities  laws, rules and regulations and rules
and regulations of the Principal  Market on which the Company's  Common Stock is
listed.  Without  limiting the generality of the foregoing,  the Investor agrees
that it  will,  whenever  required  by  federal  securities  laws,  deliver  the
prospectus included in the Registration Statement to any purchaser of Put Shares
from the Investor.

Section 5.2 No Short Sales.  The Investor and its affiliates shall not engage in
short sales of the Company's Common Stock (as defined in applicable SEC and NASD
rules) during the Commitment Period.

ARTICLE VI

                            Covenants of the Company

Section 6.1 Registration Rights. The Company shall cause the Registration Rights
Agreement to remain in full force and effect and the Company shall comply in all
material respects with the terms thereof.

Section 6.2 Listing of Common Stock.  The Company  hereby agrees to maintain the
listing of the Common Stock on a Principal  Market,  and as soon as  practicable
(but in any event prior to the  commencement  of the Commitment  Period) to list
the Put Shares and the  Warrant  Shares.  The  Company  further  agrees,  if the
Company applies to have the Common Stock traded on any other  Principal  Market,
it will include in such  application  the Put Shares and the Warrant  Shares and
will take such other  action as is  necessary or desirable in the opinion of the
investor to cause the Common Stock to be listed on such other  Principal  Market
as  promptly as  possible.  The  Company  will take all action to  continue  the
listing  and trading of its Common  Stock on the  Principal  Market  (including,
without limitation,  maintaining sufficient net tangible assets) and will comply
in all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the  Principal  Market and shall  provide  Investor  with
copies of any correspondence to or from such Principal Market which questions or
threatens delisting of the Common Stock, within one Trading Day of the Company's
receipt thereof.

Section 6.3 Exchange Act  Registration.  The Company will cause its Common Stock
to continue to be  registered  under Section 12(g) or 12(b) of the Exchange Act,
will use its best  efforts  to comply in all  respects  with its  reporting  and
filing  obligations under the Exchange Act, and will not take any action or file
any  document  (whether  or not  permitted  by  the  Exchange  Act or the  rules
thereunder) to terminate or suspend such registration or to terminate or suspend
its reporting and filing obligations under said Act.

Section 6.4 Legends. The certificates  evidencing the Common Stock to be sold to
the Investor shall be free of restrictive legends.

Section 6.5 Corporate  Existence.  The Company will take all steps  necessary to
preserve and continue the corporate existence of the Company.

Section 6.6 Additional SEC Documents.  During the Commitment Period, the Company
will deliver to the Investor, as and when the originals thereof are submitted to
the SEC for filing, copies of all SEC Documents so furnished or submitted to the
SEC, or else notify the Investor that such  documents are available on the EDGAR
system.

Section 6.7 Notice of Certain Events Affecting Registration; Suspension of Right
to Make a Put.  The  Company  will  immediately  notify  the  Investor  upon the
occurrence of any of the following events in respect of a registration statement
or related prospectus in respect of an offering of Registrable  Securities;  (i)
receipt of any  request  for  additional  information  from the SEC or any other
federal or state  governmental  authority  during the period of effectiveness of
the Registration Statement the response to which would require any amendments or
supplements  to the  registration  statement  or  related  prospectus;  (ii) the
issuance by the SEC or any other federal or state governmental  authority of any
stop order suspending the  effectiveness  of the  Registration  Statement or the
initiation  of  any  proceedings   for  that  purpose;   (iii)  receipt  of  any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction  or the  initiation  or  threatening  of any  proceeding  for  such
purpose;  (iv) the happening of any event that makes any  statement  made in the
Registration  Statement or related  prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration  Statement,  related
prospectus or documents so that, in the case of the Registration  Statement,  it
will not contain any untrue  statement  of a material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading; and (v) the Company's reasonable determination that a post-effective
amendment to the  Registration  Statement would be appropriate;  and the Company
will promptly make available to the Investor any such supplement or amendment to
the related  prospectus.  The Company  shall not deliver to the Investor any Put
Notice during the continuation of any of the foregoing events.

Section 6.8 Expectations  Regarding Put Notices.  Within ten (10) days after the
commencement of each calendar quarter  occurring  subsequent to the commencement
of the Commitment Period, the Company must notify the Investor,  in writing,  as
to its  reasonable  expectations  as to the  dollar  amount it  intends to raise
during such calendar quarter, if any, through the issuance of Put Notices.  Such
notification  shall  constitute only the Company's good faith estimate and shall
in no way obligate the Company to raise such amount, or any amount, or otherwise
limit its ability to deliver Put  Notices.  The failure by the Company to comply
with this  provision  can be cured by the Company's  notifying the Investor,  in
writing,  at any time as to its  reasonable  expectations  with  respect  to the
current calendar quarter.

Section 6.9 Consolidation;  Merger. The Company shall not, at any time after the
date hereof,  effect any merger or consolidation of the Company with or into, or
a transfer of all or substantially  all of the assets of the Company to, another
entity (a  "Consolidation  Event")  unless the resulting  successor or acquiring
entity (if not the Company) assumes by written instrument or by operation of law
the obligation to deliver to the Investor such shares of stock and/or securities
as the Investor is entitled to receive pursuant to this Agreement.

Section 6.10 Limitation on Future Financing. The Company agrees that it will not
enter into any similar  equity line of credit or common stock  equity  financing
for a period of three (3) years  from the date  hereof.  As to any other  future
financing,  the  Company  agrees  that it will  not  enter  into any sale of its
securities  for cash at a discount to its  then-current  closing bid price for a
one-year  period  commencing as of the date hereof  without  first  offering the
right to place such securities to Investor, except for any sales (i) pursuant to
any presently existing employee benefit plan which plan has been approved by the
Company's  stockholders,  (ii) pursuant to any compensatory plan for a full-time
employee or key consultant,  (iii) pursuant to any underwritten  public offering
or (iv) with the prior approval of the Investor,  which will not be unreasonably
withheld,   in  connection  with  a  strategic  partnership  or  other  business
transaction,  the  principal  purpose  of which is not  simply  to raise  money.
Further,  the  Investor  shall  have a right  of  first  refusal,  to  elect  to
participate,  in such  subsequent  transaction in the case of (iii) above.  Such
right of first  refusal must be  exercised  in writing  within seven (7) Trading
Days  of the  Investor's  receipt  of  notice  of the  proposed  terms  of  such
financing.

ARTICLE VII

                         Conditions to Delivery of Puts
                            and Conditions to Closing

Section 7.1  Conditions  Precedent to the Obligation of the Company to Issue and
Sell Common Stock. The obligation hereunder of the Company to issue and sell the
Put  Shares  to  the  Investor  incident  to  each  Closing  is  subject  to the
satisfaction,  at or before each such  Closing,  of each of the  conditions  set
forth below.

                           (a)  Accuracy of the  Investor's  Representation  and
Warranties. The representations and warranties of the Investor shall be true and
correct in all material  respects as of the date of this Agreement and as of the
date of each such Closing as though made at each such time.

                           (b)  Performance by the Investor.  The Investor shall
have  performed,  satisfied  and  complied  in all  material  respects  with all
covenants, agreements and conditions required by this Agreement to be performed,
satisfied  or complied  with by the  Investor at or prior to such  Closing,  and
Investor shall provide a certificate to the Company,  substantially  in the form
of that delivered by the Investor.

Section 7.2  Conditions  Precedent  to the Right of the Company to Deliver a Put
Notice and the  Obligation of the Investor to Purchase Put Shares.  The right of
the Company to deliver a Put Notice and the obligation of Investor  hereunder to
acquire  and pay for the Put  Shares  incident  to a Closing  is  subject to the
satisfaction,  on both (i) the date of  delivery of such Put Notice and (ii) the
applicable Closing Date (each a "Condition  Satisfaction  Date"), of each of the
following conditions:

                           (a)  Closing  Certificate.  All  representations  and
warranties of the Company  contained  herein shall remain true and correct as of
the  Closing  Date as though  made as of such date and the  Company  shall  have
delivered  into escrow an Officer's  Certificate  signed by its Chief  Executive
Officer  certifying  that all of the Company's  representations  and  warranties
herein  remain true and correct as of the Closing  Date and that the Company has
performed  all  covenants  and  satisfied  all  conditions  to be  performed  or
satisfied by the Company prior to such Closing;

                           (b) Blue Sky.  The Company  shall have  obtained  all
permits and  qualifications  required by any state for the offer and sale of the
Common  Stock  to  the  Investor  and  by  the  Investor  as  set  forth  in the
Registration  Rights  Agreement  or shall have the  availability  of  exemptions
therefrom;

                           (c) Delivery of Put Shares.  Delivery  into escrow or
to DTC of the Put Shares;

                           (d) Opinion of Counsel. Receipt by the Investor of an
opinion  of  counsel  to the  Company,  in the form of  Exhibit  D  hereto;  and

                           (e)  Transfer   Agent.   Delivery  to  the  Company's
transfer  agent of  instructions  to such  transfer  agent in form and substance
reasonably satisfactory to the Investor.

                           (f)  Registration  of the Common  Stock with the SEC.
The  Registration  Statement  shall have previously  become  effective and shall
remain  effective and available for making resales of the Put Shares and Warrant
Shares by the Investor on each Condition  Satisfaction  Date and (i) neither the
Company nor the Investor  shall have received  notice that the SEC has issued or
intends to issue a stop order with respect to the Registration Statement or that
the  SEC  otherwise  has  suspended  or  withdrawn  the   effectiveness  of  the
Registration  Statement,  either  temporarily or permanently,  or intends or has
threatened  to do so (unless  the SEC's  concerns  have been  addressed  and the
Investor  is  reasonably  satisfied  that the SEC no  longer is  considering  or
intends  to take  such  action),  and  (ii) no  other  suspension  of the use or
withdrawal  of  the  effectiveness  of the  Registration  Statement  or  related
prospectus shall exist.

                           (g) Authority.  The Company will satisfy all laws and
regulations pertaining to the sale and issuance of the Put Shares.

                           (h)  Performance  by the Company.  The Company  shall
have  performed,  satisfied  and  complied  in all  material  respects  with all
covenants,   agreements  and  conditions   required  by  this   Agreement,   the
Registration  Rights  Agreement  and  the  Escrow  Agreement  to  be  performed,
satisfied  or  complied  with by the  Company  at or  prior  to  each  Condition
Satisfaction Date.

                           (i) No  Injunction.  No  statute,  rule,  regulation,
executive order, decree, ruling or injunction shall have been enacted,  entered,
promulgated  or endorsed by any court or  governmental  authority  of  competent
jurisdiction  that  prohibits  or  directly  and  adversely  affects  any of the
transactions  contemplated by this Agreement,  and no proceeding shall have been
commenced that may have the effect of prohibiting or adversely  affecting any of
the transactions contemplated by this Agreement.

                           (j) Adverse Changes.  Since the date of filing of the
Company's most recent SEC Document, no event that had or is reasonably likely to
have a Material Adverse Effect has occurred.

                           (k) No  Suspension  of  Trading  In or  Delisting  of
Common Stock. The trading of the Common Stock  (including,  without  limitation,
the Put Shares) is not  suspended by the SEC or the  Principal  Market,  and the
Common Stock  (including,  without  limitation,  the Put Shares) shall have been
approved for listing or quotation on and shall not have been  delisted  from the
Principal  Market.  The  issuance of shares of Common  Stock with respect to the
applicable  Closing,  if  any,  shall  not  violate  the  shareholder   approval
requirements  of the Principal  Market.  The Company shall not have received any
notice threatening to delist the Common Stock from the Principal Market.

                           (l) No Knowledge. The Company has no knowledge of any
event  more  likely  than not to have the effect of  causing  such  Registration
Statement to be suspended or otherwise  ineffective  (which event is  reasonably
likely to occur within the thirty (30) Trading Days following the Trading Day on
which such Notice is deemed delivered).

                           (m) Trading  Cushion.  The Trading Cushion shall have
elapsed since the next preceding Put Date.

                           (n) Other. On each Condition  Satisfaction  Date, the
Investor  shall have  received  and been  reasonably  satisfied  with such other
certificates  and  documents  as shall  have been  reasonably  requested  by the
Investor in order for the Investor to confirm the Company's  satisfaction of the
conditions set forth in this Section 7.2.

ARTICLE VIII

         Due Diligence Review; Non-Disclosure of Non-Public Information.

Section  8.1  Due  Diligence  Review.  The  Company  shall  make  available  for
inspection and review by the Investor,  advisors to and  representatives  of the
Investor  (who  may or may  not be  affiliated  with  the  Investor  and who are
reasonably  acceptable to the Company),  any  underwriter  participating  in any
disposition of the Registrable  Securities on behalf of the Investor pursuant to
the  Registration  Statement,  any such  registration  statement or amendment or
supplement  thereto or any blue sky, NASD or other filing, all SEC Documents and
other filings with the SEC, and all other publicly available corporate documents
and properties of the Company as may be reasonably  necessary for the purpose of
such review, and cause the Company's officers, directors and employees to supply
all such publicly available information  reasonably requested by the Investor or
any  such  representative,  advisor  or  underwriter  in  connection  with  such
Registration  Statement  (including,  without  limitation,  in  response  to all
questions  and other  inquiries  reasonably  made or  submitted by any of them),
prior to and  from  time to time  after  the  filing  and  effectiveness  of the
Registration  Statement  for the sole  purpose of enabling the Investor and such
representatives,  advisors and underwriters and their respective accountants and
attorneys  to conduct  initial  and ongoing due  diligence  with  respect to the
Company and the accuracy of the Registration Statement.

Section 8.2 Non-Disclosure of Non-Public Information.

                           (a)  The  Company   shall  not  disclose   non-public
information  to the  Investor,  advisors to or  representatives  of the Investor
unless prior to  disclosure  of such  information  the Company  identifies  such
information  as being  non-public  information  and provides the Investor,  such
advisors and representatives  with the opportunity to accept or refuse to accept
such  non-public  information  for review.  The Company  may, as a condition  to
disclosing any non-public information hereunder, require the Investor's advisors
and representatives to enter into a confidentiality agreement in form reasonably
satisfactory to the Company and the Investor.

                           (b)  The   Company   represents   that  it  does  not
disseminate  non-public  information  to any investors who purchase stock in the
Company in a public  offering,  to money  managers  or to  securities  analysts,
provided,  however,  that notwithstanding  anything herein to the contrary,  the
Company  will,  as  hereinabove  provided,  immediately  notify the advisors and
representatives of the Investor and, if any,  underwriters,  of any event or the
existence of any  circumstance  (without any obligation to disclose the specific
event or  circumstance)  of  which it  becomes  aware,  constituting  non-public
information  (whether or not requested of the Company  specifically or generally
during the course of due diligence by such persons or entities),  which,  if not
disclosed in the prospectus  included in the Registration  Statement would cause
such  prospectus to include a material  misstatement  or to omit a material fact
required to be stated therein in order to make the statements,  therein in light
of the circumstances in which they were made, not misleading.  Nothing contained
in this  Section 8.2 shall be  construed  to mean that such  persons or entities
other than the Investor  (without the written  consent of the Investor  prior to
disclosure of such  information)  may not obtain  non-public  information in the
course  of  conducting  due  diligence  in  accordance  with  the  terms of this
Agreement  and nothing  herein shall  prevent any such persons or entities  from
notifying  the Company of their opinion that based on such due diligence by such
persons  or  entities,  that  the  Registration  Statement  contains  an  untrue
statement of a material  fact or omits a material  fact required to be stated in
the  Registration  Statement  or  necessary  to make  the  statements  contained
therein, in light of the circumstances in which they were made, not misleading.

ARTICLE IX

                           Transfer Agent Instructions

Section 9.1 Transfer  Agent  Instructions.  Upon each Closing,  the Company will
issue to the  transfer  agent for its  Common  Stock (and to any  substitute  or
replacement  transfer agent for its Common Stock upon the Company's  appointment
of any such substitute or replacement  transfer  agent)  instructions to deliver
the Put Shares without restrictive legends to the Escrow Agent.

Section 9.2 No Legend or Stock Transfer Restrictions.  No legend shall be placed
on the share  certificates  representing  the Put Shares and no  instructions or
"stop  transfer  orders," so called,  "stock  transfer  restrictions,"  or other
restrictions  have been or shall be given to the Company's  transfer  agent with
respect thereto.

Section 9.3 Investor's  Compliance.  Nothing in this Article shall affect in any
way the Investor's obligations under any agreement to comply with all applicable
securities laws upon resale of the Put Shares.

ARTICLE X

                                  Choice of Law

Section 10.1 Governing Law/Arbitration.  This Agreement shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made in Delaware by persons  domiciled in Delaware and without regard
to its  principles of conflicts of laws. Any dispute under this Agreement or any
Exhibit  attached  hereto shall be submitted to  arbitration  under the American
Arbitration Association (the "AAA") in San Francisco,  California,  and shall be
finally and  conclusively  determined by the decision of a board of  arbitration
consisting  of three  (3)  members  (hereinafter  referred  to as the  "Board of
Arbitration") selected as according to the rules governing the AAA. The Board of
Arbitration   shall  meet  on  consecutive   business  days  in  San  Francisco,
California,  and shall reach and render a decision in writing (concurred in by a
majority of the members of the Board of Arbitration) with respect to the amount,
if any,  which the losing party is required to pay to the other party in respect
of a claim filed.  In  connection  with  rendering its  decisions,  the Board of
Arbitration  shall  adopt and follow the laws of the State of  Delaware.  To the
extent  practical,  decisions of the Board of  Arbitration  shall be rendered no
more than thirty (30) calendar days following  commencement of proceedings  with
respect thereto. The Board of Arbitration shall cause its written decision to be
delivered to all parties involved in the dispute. The Board of Arbitration shall
be  authorized  and is  directed to enter a default  judgment  against any party
refusing to participate in the arbitration  proceeding within thirty days of any
deadline for such  participation.  Any decision made by the Board of Arbitration
(either  prior to or after the  expiration  of such  thirty  (30)  calendar  day
period)  shall be final,  binding and  conclusive on the parties to the dispute,
and entitled to be enforced to the fullest  extent  permitted by law and entered
in any court of competent  jurisdiction.  The prevailing  party shall be awarded
its costs,  including  attorneys' fees, from the non-prevailing party as part of
the arbitration  award. Any party shall have the right to seek injunctive relief
from any  court of  competent  jurisdiction  in any case  where  such  relief is
available.  The prevailing party in such injunctive  action shall be awarded its
costs, including attorney's fees, from the non-prevailing party.

ARTICLE XI

                                   Assignment

Section 11.1  Assignment.  Neither this Agreement nor any rights of the Investor
or the Company  hereunder  may be assigned by either  party to any other  person
except  by  operation  of law.  Notwithstanding  the  foregoing,  upon the prior
written consent of the Company, which consent shall not unreasonably be withheld
or delayed in the case of an  assignment  to an affiliate of the  Investor,  the
Investor's  interest in this  Agreement may be assigned at any time, in whole or
in part, to any other person or entity (including any affiliate of the Investor)
who agrees to make the representations  and warranties  contained in Article III
and who agrees to be bound hereby.

ARTICLE XII

                                     Notices

Section 12.1 Notices. All notices, demands, requests,  consents,  approvals, and
other  communications  required or permitted  hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in the mail,  registered  or  certified,  return  receipt  requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by reputable courier service, fully prepaid,  addressed to such address, or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

If to the Company          :                Paradigm Medical Industries, Inc.
                                            1127 West 2320 South, Suite A
                                            Salt Lake City, UT  84119
                                            Attn: Thomas F. Motter
                                            Telephone:  (801) 977-8970
                                            Facsimile:

With a copy to:
(shall not constitute notice)               Mackey Price & Williams
notice) to:                                 170 South Main Street, Suite 900
                                            Salt Lake City, Utah 84101-1655
                                            Attention: Randell A. Mackey, Esq.
                                            Telephone: (801) 575-5000
                                            Facsimile: (801) 575-5006

if to the Investor:                         Triton West Group, Inc.
                                            c/o Trinity Capital Advisors, Inc.
                                            211 Sutter St. 2nd Floor
                                            San Franscisco, CA 94108
                                            Attention:  Gene Jung
                                            Telephone: (415) 217-7070
                                            Facsimile:


         with a copy to:                    Robert F. Charron, Esq.
         (shall not constitute notice)      Epstein Becker & Green, P.C.
                                            250 Park Avenue
                                            New York, New York
                                            Telephone: (212) 351-4500
                                            Facsimile: (212) 661-0989

Either party hereto may from time to time change its address or facsimile number
for  notices  under this  Section  12.1 by giving at least ten (10) days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

ARTICLE XIII

                                  Miscellaneous

Section 13.1 Counterparts/ Facsimile/ Amendments. This Agreement may be executed
in multiple counterparts,  each of which may be executed by less than all of the
parties  and  shall  be  deemed  to be an  original  instrument  which  shall be
enforceable  against the parties actually executing such counterparts and all of
which together shall constitute one and the same instrument. Except as otherwise
stated herein, in lieu of the original  documents,  a facsimile  transmission or
copy of the original  documents  shall be as effective  and  enforceable  as the
original.  This  Agreement  may be  amended  only by a writing  executed  by all
parties.

Section  13.2 Entire  Agreement.  This  Agreement,  the Exhibits  hereto,  which
include,  but are not limited to the Escrow Agreement,  the Registration  Rights
Agreement and the Warrants,  set forth the entire agreement and understanding of
the parties  relating to the subject  matter hereof and supersedes all prior and
contemporaneous agreements, negotiations and understandings between the parties,
both oral and  written  relating  to the subject  matter  hereof.  The terms and
conditions  of all Exhibits to this  Agreement are  incorporated  herein by this
reference  and shall  constitute  part of this  Agreement  as is fully set forth
herein.

Section 13.3 Survival; Severability. The representations,  warranties, covenants
and  agreements of the parties hereto shall survive each Closing  hereunder.  In
the event that any provision of this Agreement becomes or is declared by a court
of competent  jurisdiction to be illegal,  unenforceable or void, this Agreement
shall  continue in full force and effect without said  provision;  provided that
such  severability  shall be ineffective  if it materially  changes the economic
benefit of this Agreement to any party.

Section  13.4  Title  and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

Section 13.5 Reporting  Entity for the Common Stock. The reporting entity relied
upon for the  determination of the trading price or trading volume of the Common
Stock on any given  Trading  Day for the  purposes  of this  Agreement  shall be
Bloomberg,  L.P. or any successor  thereto.  The written  mutual  consent of the
Investor and the Company shall be required to employ any other reporting entity.

Section  13.6  Replacement  of  Certificates.   Upon  (i)  receipt  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of a certificate  representing the Put Shares and (ii) in the case of
any such loss,  theft or  destruction of such  certificate,  upon delivery of an
indemnity  agreement or security  reasonably  satisfactory in form and amount to
the Company  (which  shall not exceed that  required by the  Company's  transfer
agent in the ordinary  course) or (iii) in the case of any such  mutilation,  on
surrender and cancellation of such certificate,  the Company at its expense will
execute and deliver, in lieu thereof, a new certificate of like tenor.

Section 13.7 Fees and Expenses.  Each of the Company and the Investors agrees to
pay its own expenses  incident to the performance of its obligations  hereunder,
except  that the  Company  shall pay the fees,  expenses  and  disbursements  of
Investors' counsel in the amount of $5,000 plus $500 per Closing of a Put.

Section 13.8 Brokerage. Each of the parties hereto represents that it has had no
dealings in connection with this  transaction with any finder or broker who will
demand  payment of any fee or commission  from the other party other than Triton
West Group, Inc. whose fee shall be paid by the Company.  The Company on the one
hand, and the Investor,  on the other hand, agree to indemnify the other against
and hold the other harmless from any and all  liabilities to any person claiming
brokerage  commissions or finder's fees on account of services purported to have
been  rendered  on  behalf of the  indemnifying  party in  connection  with this
Agreement or the transactions contemplated hereby.

         Section 13.9  Publicity.  The Company agrees that it will not issue any
press release or other public  announcement of the transactions  contemplated by
this  Agreement  without the prior consent of the  Investor,  which shall not be
unreasonably  withheld  nor delayed by more than two (2)  Trading  Days from its
receipt of such  proposed  release;  provided,  however,  that if the Company is
advised by its outside  counsel  that it is  required  by law or the  applicable
rules  of any  Principal  Market  to issue  any such  press  release  or  public
announcement,  then,  it may do so without  the prior  consent of the  Investor,
although  it  shall  be  required  to  provide  prior  notice  (which  may be by
telephone) to the Investor that it intends to issue such press release or public
announcement. No release shall name the Investor without its express consent.

         Section 13.10  Effectiveness of Agreement.  This Agreement shall become
effective  only upon  satisfaction  of the  conditions  precedent to the Initial
Closing set forth in Article I of the Escrow Agreement.



<PAGE>




         IN WITNESS WHEREOF,  the parties hereto have caused this Private Equity
Line of Credit  Agreement  to be executed  by the  undersigned,  thereunto  duly
authorized, as of the date first set forth above.

         Dated:  June ___, 2000

                        PARADIGM MEDICAL INDUSTRIES, INC.



                                          By:/s/ Thomas F. Motter
                                          -------------------------------------
                                          Thomas F. Motter, Chairman & CEO


                                          Triton West Group, Inc.



                                           By:/s/ E. Edward Jung
                                           ------------------------------------
                                           E. Edward Jung, Authorized Signatory