Edgar Filing: PARADIGM MEDICAL INDUSTRIES INC

As filed with the Securities and Exchange Commission on February 27, 2004
Commission File No. 333-106842
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PARADIGM MEDICAL INDUSTRIES, INC.
(Name of small business issuer in its charter)

Delaware 3841 87-0459536
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970
(Address and telephone number of registrant's principal executive o
ffices and principal place of business)

Jeffrey F. Poore, President and Chief Executive Officer,
2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970
(Name, address and telephone number of agent for service)
----------------------

Copies to:

Randall A. Mackey, Esq.
Mackey Price & Thompson
350 American Plaza II
57 West 200 South
Salt Lake City, Utah 84101-3663
Telephone: (801) 575-5000

Approximate date of proposed sale to the public:
As soon as practicable after this Registration
Statement becomes effective.

If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), check the following box. |X|

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------------

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be to be offering price aggregate registration
registered registered per Share(1) offering price fee(1)
-----------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value per share .................. 10,000,000 $.15 $1,500,000 $138.00
Resale of Common Stock issuable upon conversion of
Series G Preferred Stock.............................. 1,981,560 .19 376,496 34.64
Resale of Common Stock by certain holders of Common Stock. 1,229,792 .19 233,660 21.50
Resale of Common Stock issuable upon exercise of Warrants 422,634 .75 316,976 29.16
Resale of Common Stock issuable upon exercise of
Series G Preferred Warrants............................ 382,353 .50 191,177 17.59
Resale of Common Stock issuable upon exercise of Warrants 200,000 .16 32,000 2.94
---------- ---------- -------
Total ............................................... 14,216,339 2,670,309 $243.83
========================================================== ============= ================== ================= ===============

(1) Pursuant to Rule 457(c), the proposed maximum offering price and
registration fee have been calculated on the basis of the last reported
sale price of the common stock on the OTC Bulletin Board on February
23, 2004.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS
----------

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED FEBRUARY ___, 2004

14,216,339 Shares of Common Stock

PARADIGM MEDICAL INDUSTRIES, INC.

Paradigm Medical Industries, Inc. is offering 10,000,000 shares of
common stock at a price of $.15 per share on a "best efforts" basis directly
through its officers and directors, who will not receive any commissions or
other remunerations for selling the shares. We may also offer the shares through
brokers or sales agents, who may receive compensation in form of commissions,
which total commissions will not exceed 10% of the selling price of the shares.

We have not established any minimum amount of proceeds that must be
received in the offering before any proceeds may be accepted. Once accepted,
funds will be deposited into an account maintained by us and considered our
general assets. Funds will not be placed into escrow, trust or any other similar
arrangement.

The offering will commence promptly after the effectiveness of the
registration statement of which this prospectus is a part, and will made on a
continuous basis for a period of 90 days. The offering may be terminated by us
earlier if we sell all the shares being offered or we decide to cease selling
efforts.

Our common stock and Class A warrants are quoted on the
Over-the-Counter Bulletin Board under the symbols "PMED.OB" and "PMEDW.OB." On
February 23, 2004, the last reported sale price of our common stock on the OTC
Bulletin Board was $.15 per share and the last sale price of our Class A
Warrants was $.03 per warrant.

We are also registering for resale a total of 4,216,339 shares of our
common stock. We are registering the resale of common stock for certain
warrantholders and will only receive proceeds to the extent that outstanding
warrants are exercised. All other shares of our common stock being registered
are either outstanding or will be issued upon conversion of outstanding
preferred stock and may be sold at the prevailing market price of our common
stock. We will derive no proceeds from the conversion or subsequent resale of
such shares.

We may be unable to sell 10,000,000 shares of our common stock at $.15
per share because selling shareholders in this Offering will be seeking to sell
4,216,339 shares of our common stock. We have 25,509,868 shares of common stock
outstanding prior to this offering, and the volume of trading in our common
stock is limited because our shares trade on the OTC Bulletin Board and are
deemed "penny stock."

-------------------------

Investing in our common stock involves a high decree of risk. See "Risk Factors"
beginning on page 3 of this prospectus.

Per share Total
--------- -----
Public offering price............................. $ .15 $1,500,000
Commissions(1).................................... $ .015 $ 150,000
Proceeds, before expenses, to us.................. $ .135 $1,350,000

-----------------
(1) Assumes total commission to be paid equal to 10% of the selling
price of the shares.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is February ___, 2004.

PROSPECTUS SUMMARY

This summary highlights some information from this prospectus. It may
not contain all of the information that is important to you. To understand this
offering fully, you should read the entire prospectus carefully, including the
risk factors and the financial statements.

The Company

We develop, manufacture, source, market and sell ophthalmic surgical
and diagnostic instrumentation and related accessories, including disposable
products. Our surgical equipment is designed for minimally invasive cataract
treatment. A cataract is a condition, which largely affects the elderly
population, in which the natural lens of the eye hardens and becomes cloudy,
thereby reducing visual acuity. Treatment consists of removal of the cloudy lens
and replacement with a synthetic lens implant, which restores visual acuity.
Cataract surgery is the single largest volume and revenue producing outpatient
surgical procedure for ophthalmologists worldwide. The Health Care Finance
Administration reports that in the United States approximately two million
cataract removal procedures are performed annually, making this the largest
outpatient procedure reimbursed by Medicare. Most cataract procedures are
performed using a method called phacoemulsification or "phaco", which employs a
high frequency (40 kHz to 60 kHz) ultrasonic probe needle device to fragment the
cataract while still in the eye and remove it in pieces by suction through a
small incision.

We sell our equipment and related products in all countries of the
world in which we are permitted to do so. The nature of the regulatory approval
processes in those countries vary by country but, in general terms, follow the
approach of the regulatory approval processes of the United States Food and Drug
Administration, or FDA, and the approval processes of the countries in the
European Union. The status of specific approvals is detailed in the table in the
Business section of this prospectus.

We market two cataract surgery systems with related accessories and
disposable products. Our cataract removal system, the Photon(TM) laser system,
is a laser cataract surgery system marketed as the next generation of cataract
removal. The Photon(TM) product has yet to be approved by the Food and Drug
Administration. Except for the Photon(TM) laser system, which can only be sold
in countries outside of the United States, our products can be sold in the
United States and in foreign countries including but not limited to Argentina,
Australia, Bangladesh, Borneo, Brazil, Canada, China, Czechoslovakia, Egypt,
France, Germany, Greece, Hong Kong, India, Israel, Italy, Japan, Jordan, Korea,
Malaysia, Mexico, New Zealand, Pakistan, Peru, Poland, Puerto Rico, Russia,
Saudi Arabia, Spain, Sri Lanka, Taiwan, Thailand, Turkey, United Kingdom, and
United Arab Emirates . Both the Photon(TM) and the Precisionist ThirtyThousand
(TM) are manufactured as an Ocular Surgery Workstation(TM). At present the
Photon(TM) and other surgical products do not provide significant revenue to us
because we have de-emphasized this part of our product line and are undecided as
to our future plans for surgical equipment sales. As a result, due to estimated
lack of recoverability, we have recorded an inventory reserve to offset the
majority of inventory associated with the Photon(TM) and Precisionist Thirty
Thousand(TM).

Our diagnostic products include a P55 pachmetric analyzer, a P37
Ultrasonic A/B Scan, a P40 UBM Ultrasound Biomicroscope, a perimeter, a corneal
topographer and the Blood flow Analyzer (TM). The diagnostic ultrasonic
products, including the P55 pachymetric analyzer, the P37 Ultrasonic A/B Scan
and the P40 UBM Ultrasound Biomicroscope were acquired from Humphrey Systems, a
division of Carl Zeiss, Inc. in 1998. We developed and offered for sale in the
fall of 2000 the P45 which combines the A/B scope and the P40 UBM Biomicroscope
in one machine. The perimeter and the corneal topographer were added when we
acquired the outstanding shares of the stock of Vismed, Inc. d/b/a/ Dicon(TM) in
June 2000. We acquired Ocular Blood Flow, Ltd. in June of 2000, whose principal
product is the Blood Flow Analyzer(TM). This product is designed for the
measurement of intraocular pressure and pulsatile ocular blood flow volume for
detection and treatment of glaucoma. We are currently attempting to develop
additional applications for all of our diagnostic products.

We rely upon several products for revenues. For the nine months ended
September 30, 2003, 37% of our revenues were derived from the Dicon (TM)
diagnostic products sales (the perimeter and corneal topographer), 13% of
revenues from Blood Flow Analyzer(TM) sales, 19% of revenues from P40 UBM
Ultrasound Biomicroscope sales, 10% of revenues from Humphrey Systems diagnostic
product sales (the P55 pachymetric analyzer and the P37 Ultrasonic A/B Scan), 4%
of revenues from cataract removal surgery sales, and 17% of revenues from
services, disposables and other sales. For the fiscal year ended December 31,
2002, 28% of our revenues were derived from the Dicon(TM) diagnostic products
sales (the perimeter and the corneal topographer), 9% of revenues from Blood
Flow Analyzer(TM) sales, 24% of revenues from the P40 UBM Ultrasound
Biomicroscope sales, 11% of revenues from Humphrey systems diagnostic products
sales (the P55 pachymetric analyzer, and the P37 Ultrasonic A/B Scan), 5% of
revenues from cataract removal surgery sales, and 23% of revenues from services,
disposables and other sales. For the fiscal year ended December 31, 2001, 25% of
our revenues were derived from the Dicon(TM) diagnostic products sales (the
perimeter and the corneal topographer), 25% of revenues from Blood Flow
Analyzer(TM) sales, 23% of revenues from the P40 UBM Ultrasound Biomicroscope
sales, 7% of revenues from Humphrey Systems diagnostic products sales (the P55
pachymetric analyzer, the A-Scan and the P37 Ultrasonic A/B Scan), 8% of
revenues from cataract removal surgery sales, and 12% of revenues from services,
disposables and other sales. Our principal executive offices are located at 2355
South 1070 West, Salt Lake city, Utah 84119 and our telephone number is (801)
977-8970.

Unaudited revenues for the nine months ended September 30, 2003, were
$2,225,000 as compared to $3,894,000 for the comparable period for 2002, and
audited revenues for the fiscal year ended December 31, 2002, were $5,368,000 as
compared to $7,919,000 for the comparable period for fiscal 2001.

On March 23, 2003, our board of directors appointed Dr. Jeffrey F.
Poore as President and Chief Executive Officer of the company, replacing Thomas
F. Motter, who resigned as Chairman of the Board and Chief Executive Officer on
August 30, 2002. On June 23, 2003, our board of directors appointed Gregory Hill
as Vice President of Finance, Treasurer and Chief Financial Officer of the
company, replacing Heber C. Maughan, who resigned as Vice President of Finance,
Treasurer and Chief Financial Officer. Mr. Hill resigned from his positions on
December 5, 2003. On November 6, 2003, our board of directors appointed David I.
Cullumber as our Chief Operating Officer. Mr. Cullumber was appointed Chief
Technical Officer on August 18, 2003.

The Offering

Common stock we are offering ......... 10,000,000 shares

Other common shares registered
for resale............................ 4,216,339 shares consisting of the
following:

o The resale of 1,981,560 shares
issuable upon conversion of
Series G preferred stock with a
conversion price of one share of
common stock for each share of
Series E preferred stock.

o The resale of 1,229,792 shares.

o The resale of 382,353 shares
issuable upon the exercise of
warrants by Series G preferred
holders with an exercise price
of $.50 per share.

o The resale of 422,634 shares
issuable upon the exercise of
warrants with an exercise price
of $.75 per share.

o The resale of 200,000 shares
issuable upon the exercise of
warrants with an exercise price
of $.16 per share.
Common stock outstanding prior
to this offering (1).................. 25,509,868 shares

Common stock to be outstanding
after this offering (1)............... 39,814,442 shares.

Use of proceeds....................... The net proceeds of this offering will
be used for sales and marketing,
research and development, acquisition of
capital equipment, payment of
outstanding obligations, and working
capital.

Risk factors.......................... This offering involves a high degree of
risk.

OTC Bulletin Board symbols
Common stock................. PMED.OB
Class A warrants............. PMEDW.OB

---------------------------

(1) Does not include 6,753 shares of common stock issuable upon conversion
of 5,627 shares of Series A preferred stock, 10,783 shares of common
stock issuable upon conversion of 8,986 shares of Series B preferred
stock, 53,333 shares of common stock issuable upon the conversion of
1,000 shares of Series E preferred stock, 245,217 shares of common
stock issuable upon conversion of 4,598.75 shares of Series F preferred
stock, 1,981,560 shares of stock issuable upon conversion of 1,981,560
shares of Series G preferred stock, options to purchase a total of
3,781,262 shares of common stock issuable upon the exercise of stock
options at prices ranging from $.16 to $6.00 per share, and warrants to
purchase 4,314,846 shares of common stock issuable upon the exercise of
warrants at prices ranging from $.16 to $8.125 per share.

Summary Financial Information

For the year ended For nine months ended
December 31, September 30,
2001 2002 2002 2003
---- ---- ---- ----
Statement of Operations Data: (Unaudited) (Unaudited)
-----------------------------

Net Sales................................. $7,919,000 $5,368,000 $3,894,000 $2,225,000
Net cost of sales......................... 4,370,000 4,210,000 2,738,000 1,237,000
Operating expenses........................ 12,834,000 12,277,000 8,450,000 3,526,000
Operating loss............................ (9,285,000) (11,119,000) (7,294,000) (2,538,000)
Other income (expense).................... (858,000) (36,000) (37,000) 233,000
Net loss ................................. (10,143,000) (11,155,000) (7,331,000) (2,305,000)
Net loss per common share................. $(.98) $(.63) $(.45) $(.10)
Shares used in computing net loss per share 13,245,000 17,736,000 16,316,000 22,795,000

As of As of
Balance Sheet Data: December 31, 2002 September 30, 2003
------------------ ----------------- ------------------

Current assets..................................... $3,868,000 $3,075,000
Current liabilities................................ 2,362,000 2,473,000
Working capital ................................... 1,506,000 602,000
Total assets....................................... 5,289,000 4 ,061,000
Accumulated deficit................................ (53,656,000) (55,962,000)
Stockholder's equity .............................. 2,847,000 1,513,000

RISK FACTORS

Before you invest in our common stock, you should be aware of the risks
described below which constitute material risks to potential investors. You
should consider carefully these risk factors together with all of the other
information included in this prospectus before you decide to invest in our
common stock. If any of the following risks actually occurs, our business,
financial condition and results of operations could suffer, in which case the
trading price of our common stock could decline. No investment should be made by
any person who is not in a position to lose the entire amount of his investment.

Special Note Regarding Forward-Looking Statements

Some of the information in this prospectus may contain forward-looking
statements. Such statements can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "anticipate," "estimate,"
"continue" or other similar words. These statements discuss future expectations,
contain projections of results of operations or of financial condition or state
other "forward-looking" information. When considering such forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this Prospectus. The risk factors noted in this section and other
factors noted throughout this prospectus, including certain risks and
uncertainties, could cause our actual results to differ materially from those
contained in any forward-looking statement.

Our auditors have expressed substantial doubt about our ability to continue as a
going concern.

Due to our significant recurring losses and our inability to generate
sufficient cash flows from operations to satisfy our liabilities and sustain
operations, our auditors have expressed substantial doubt about our ability to
continue as a going concern. Although we have had success in raising working
capital from the sale of our common stock in the past, the going concern
language in our auditors' report could negatively affect our ability to raise
such funds in the future. Some investors are unwilling to invest with companies
that have going concern language in the auditors' report and others demand
substantial discounts from the market price. Unless we are able to raise
additional working capital through the sale of our common stock, we will not be
able to continue the development of our products nor will we be able to pay our
existing current liabilities, which could result in protection under bankruptcy
laws. Under certain conditions, including but not limited to having judgments
rendered against us in a court of law, a group of creditors could force us into
bankruptcy due to our inability to pay the liabilities arising out of such
judgments. At this time, we are unable to assess the likelihood that we would
seek bankruptcy protection in the near future. There can be no assurance that we
will be successful in raising working capital from the sale of our common stock.

We have limited working capital, have accumulated significant losses, and expect
our losses to continue.

As of December 31, 2002, we had limited working capital of $1,506,000.
As of September 30, 2003, our working capital was $602,000. Our accumulated
deficit was $42,501,000 as of December 31, 2001, $53,656,000 as of December 31,
2002, and $55,962,000 as of September 30,2003. Our net loss was $10,143,000 for
the fiscal year ended December 31, 2001, $11,155,000 for the fiscal year ended
December 31, 2002, and $2,305,000 for the nine months ended September 30, 2003.
Such losses have resulted principally from costs incurred in connection with
research and development, including clinical trials, of the laser surgery
system. Medical products were not sold by us until late 1992. Our ability to
become profitable largely depends on successfully developing clinical
applications and obtain regulatory approvals for our laser surgery products,
including the Photon(TM) laser system, and to effectively market such products.
The problems and expenses frequently encountered in developing new products and
the competitive industry in which we operate will impact whether we are
successful. We may never achieve profitability. Furthermore, we may encounter
substantial delays and unexpected expenses related to research, development,
production, marketing, regulatory matters or other unforeseen difficulties.

Because our securities trade on the OTC Bulletin Board, your ability to sell
your shares in the secondary market may be limited.

Since June 26, 2003, our shares have traded on the OTC Bulletin Board.
As a result, it may be more difficult for an investor to dispose of our
securities, or to obtain accurate quotations on their market value. Furthermore,
the prices for our securities may be lower than might otherwise be obtained. On
October 8, 2002, we received a notice from Nasdaq's Listing Qualifications staff
that for the previous 30 consecutive trading days, the price of our common stock
closed below the minimum $1.00 per share requirement for continued inclusion on
Nasdaq. The notice further provided that if at anytime before April 7, 2003, the
bid price of our common stock closed at $1.00 or more for a minimum of 10
consecutive trading days, we would be notified by the staff that we comply with
such rule.

On April 15, 2003, we received notice of a determination by Nasdaq's
Listing Qualifications staff that we failed to comply with the minimum bid price
rules for continued listing set forth in Nasdaq's rules. Specifically, the
notice stated that we have not regained compliance with the minimum $1.00
closing bid price per share requirement (noting that pursuant to the October 8,
2002, notice from the Nasdaq Listing Qualifications staff, we were provided 180
calendar days, or until April 7, 2003, to regain compliance with this
requirement) and we do not qualify with the $5,000,000 shareholders equity,
$50,000,000 market value of listed securities or $750,000 net income from
continuing operations requirement for an additional 180 calendar day compliance
period to comply with Nasdaq's rules. The April 15, 2003, notice further stated
that as of December 31, 2002, we reported stockholders' equity of $2,847,000 and
net losses from continuing operations of approximately $11,155,000, and as of
April 14, 2003, the market value of our listed securities was $4,208,108.
Accordingly, our common stock would be delisted from the Nasdaq SmallCap Market
at the opening of business on April 24, 2003. Separately, Nasdaq informed us
that listing fees of $22,500 and $18,000 under Rule 4310(c)(13) are owed to the
Nasdaq SmallCap Market.

We requested an oral hearing before a Nasdaq Listing Qualifications
Panel to review the staff's determination. The request automatically stayed the
delisting of our common stock. On April 23, 2003, we received formal notice from
Nasdaq that a hearing to consider our appeal would be held on May 29, 2003. On
May 29, 2003, Dr. Jeffrey F. Poore, our President and Chief Executive Officer;
Randall A. Mackey, our Chairman of the Board; and Dr. David M. Silver, a
director of the company, attended an oral hearing before a Nasdaq Listing
Qualifications Panel in Washington, D.C. At the hearing Dr. Poore presented to
the panel a definitive plan both for regaining compliance with the particular
deficiencies cited in the April 15, 2003, letter from the Nasdaq Listing
Qualifications staff and sustaining long term compliance with the Nasdaq
Marketplace Rules, including all applicable maintenance criteria. On June 24,
2003 we received notification from the Nasdaq Listing Qualifications Panel that
we were to be delisted from the Nasdaq Stock Market effective June 26, 2003. Our
securities trade on the OTC Bulletin Board effective June 26, 2003. Because our
securities are delisted from the Nasdaq SmallCap Market and now trade on the OTC
Bulletin Board, additional sales requirements on broker-dealers will adversely
effect the ability of purchasers to sell our securities and the trading price of
our securities could decline.

Moreover, because our securities currently trade on the OTC Bulletin
Board, they are subject to the rules promulgated under the Securities Exchange
Act of 1934, as amended, which impose additional sales practice requirements on
broker-dealers that sell securities governed by these rules to persons other
than established customers and "accredited investors" (generally, individuals
with a net worth in excess of $1,000,000 or annual individual income exceeding
$200,000 or $300,000 jointly with their spouses). For such transactions, the
broker-dealer must determine whether persons that are not established customers
or accredited investors qualify under the rule for purchasing such securities
and must receive that person's written consent to the transaction prior to sale.
Consequently, these rules may adversely effect the ability of purchasers to sell
our securities and otherwise affect the trading market in our securities.

Because our shares may be deemed "penny stocks," you may have difficulty selling
them in the secondary trading market.

The Commission has adopted regulations which generally define a "penny
stock" to be any non-Nasdaq equity security that has a market price (as therein
defined) less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transactions by broker-dealers
involving a penny stock (unless exempt), rules promulgated under the Securities
Exchange Act of 1934 require delivery, prior to a transaction in a penny stock,
of a risk disclosure document relating to the penny stock market. Disclosure is
also required to be made about compensation payable to both the broker-dealer
and the registered representative and current quotations for the securities.
Furthermore, monthly statements are required to be sent disclosing recent price
information for the penny stocks.

We are offering our shares on a best efforts basis and there is no guarantee
that we will sell the maximum shares offered.

No underwriter has been retained to purchase the shares offered in
connection with this prospectus. There can be no assurance that all of the
shares offered will be sold and that we will receive all of the estimated net
proceeds generated from such a sale of all of the common stock. If all of the
10,000,000 shares we are offering are not sold, we may be unable to fund all of
the intended uses for the net proceeds anticipated from this offering without
obtaining funds from alternative sources. Alternative sources of funds may not
be available to us at a reasonable cost.

If the litigants in the class action lawsuits succeed on any of their claims and
we are denied coverage for the lawsuits under our Directors and Officers
Liability and Company Insurance Policy, it could adversely affect our financial
condition and operations, and we would be forced to seek bankruptcy protection.

On May 14, 2003, a complaint was filed in the United States District
Court, District of Utah, captioned Richard Meyer, individually and on behalf of
all others similarly suited v. Paradigm Medical Industries, Inc., Thomas Motter,
Mark Miehle and John Hemmer, Case No. 2:03 CV00448TC. The complaint also
indicates that it is a "Class Action Complaint for Violations of Federal
Securities Law and Plaintiffs Demand a Trial by Jury." We have retained legal
counsel to review the complaint, which appears to be focused on alleged false
and misleading statements pertaining to the Blood Flow Analyzer(TM) and
concerning a purchase order from Valdespino Associates Enterprises and Westland
Financial Corporation.

More specifically, the complaint alleges that we falsely stated in our
Securities and Exchange Commission filings and press releases that we had
received authorization to use an insurance reimbursement CPT code from the CPT
Code Research and Development Division of the American Medical Association in
connection with the Blood Flow Analyzer(TM), adding that the CPT code provides
for a reimbursement to doctors of $57.00 per patient for use of the Blood Flow
Analyzer(TM). The complaint also alleges that on July 11, 2002, we issued a
press release falsely announcing that we had received a purchase order from
Valdespino Associates Enterprises and Westland Financial Corporation for 200
sets of our entire portfolio of products, with $70 million in systems to be
delivered over a two-year period, then another $35 million of orders to be
completed in the third year. As a result of these statements, the complaint
contends that the price of our shares of common stock was artificially inflated
during the period from April 25, 2001 through May 14, 2003, and the persons who
purchased our common shares during that period suffered substantial damages. The
complaint requests judgment for unspecified damages, together with interest and
attorney's fees.

We dispute having issued false and misleading statements concerning the
Blood Flow Analyzer(TM) and a purchase order from Valdespino Associates
Enterprises and Westland Financial Corporation. On April 25, 2001, we issued a
press release that stated we had received authorization to use common procedure
terminology or CPT code number 92120 for our Blood Flow Analyzer(TM). This press
release was based on a letter we received from the CPT Editorial Research and
Development Department of the American Medical Association authorizing use of
common procedure terminology or CPT code number 92120 for our Blood Flow
Analyzer(TM), for reimbursement purposes for doctors using the device.

Currently, there is reimbursement by insurance payors to doctors using
the Blood Flow Analyzer(TM) in 22 states and partial reimbursement in four other
states. The amount of reimbursement to doctors using the Blood Flow Analyzer(TM)
generally ranges from $56.00 to $76.00 per patient, depending upon the insurance
payor. Insurance payors providing reimbursement for the Blood Flow Analyzer(TM)
have the discretion to increase or reduce the amount of reimbursement. We are
endeavoring to obtain reimbursement by insurance payors in other states where
there is currently no reimbursement being made. We believe we have continued to
correctly represent in our Securities and Exchange Commission filings that we
have received authorization from the CPT Editorial Research and Development
Department of the American Medical Association to use CPT code number 92120 for
our Blood Flow Analyzer(TM), for reimbursement purposes for doctors using the
device.

order dated July 10, 2002 that we entered into with Westland Financial
Corporation for the sale of 200 complete sets of our surgical and diagnostic
equipment to Mexican ophthalmic practitioners. The press release also stated
that the initial order was for $70 million of our equipment to be filled over a
two-year period followed by the second order of $35 million in equipment to be
completed in the third year. The press release further stated that delivery
would be made in traunches of 25 complete sets of our equipment, beginning in 30
days from the date of the purchase order.

On September 13, 2002, the board of directors issued a press release
updating the status of our product sales to the Mexican ophthalmic
practitioners. In that press release the board stated that we had been in
discussions for the prior nine months with Westland Financial Corporation, aimed
at supplying our medical device products to the Mexican market. In the past, we
have had a business relationship with Westland Financial. Upon investigation,
the board of directors had determined that the purchase order referenced in the
July 11, 2002 press release was not of such a nature as to be enforceable for
the purpose of sales or revenue recognition. In addition, we had not sent any
shipment of medical products to Mexican ophthalmic practitioners nor received
payment for those products pursuant to those discussions. The September 13, 2002
press release also stated that discussions were continuing with Westland
Financial Corporation regarding sales and marketing activities for our medical
device products in Mexico, but we could not, at the time, predict or provide any
assurance that any transactions would result.

On June 2, 2003, a complaint was filed in the United States District
Court captioned Michael Marrone v. Paradigm Medical Industries, Inc., Thomas
Motter, Mark Miehle and John Hemmer, Case No. 2:03 CV00513 PGC. On or about June
11, 2003, a complaint was filed in the same United States District Court
captioned Milian v. Paradigm Medical Industries, Inc., Thomas Motter, Mark
Miehle and John Hemmer, Case No. 2:03 CV00617PGC. Both complaints seek class
action status. These cases are substantially similar in nature to the Meyer
case, including the contention that as a result of allegedly false statements
regarding the Blood Flow Analyzer(TM) and the purchase order from Valdespino
Associates Enterprises and Westland Financial Corporation, the price of our
common stock was artificially inflated and the persons who purchased our common
shares during the class period suffered substantial damages. The cases request
judgment for unspecified damages, together with interest and attorneys' fees.
These cases have now been consolidated with the Meyer case into a single action.
We believe the consolidated cases are without merit and intend to vigorously
defend and protect our interests in the said cases.

We were issued a Directors and Officers Liability and Company
Reimbursement Policy by United States Fire Insurance Company for the period from
July 10, 2002 to July 10, 2003 that contains a $5,000,000 limit of liability,
which is excess of a $250,000 retention. The officers and directors named in the
consolidated cases have requested coverage under the policy. U.S. Fire is
currently investigating whether it may have a right to deny coverage for the
consolidated cases based upon policy terms, conditions and exclusions or to
rescind the policy based upon misrepresentations contained in our application
for insurance.

We have not paid any amounts toward satisfaction of any part of the
$250,000 retention that is applicable to the consolidated cases. We have advised
U.S. Fire that we cannot pay the $250,000 retention due to our current financial
circumstances. As a consequence, on January 8, 2004, we entered into a
non-waiver agreement with U.S. Fire in which U.S. Fire agreed to fund and
advance our retention obligation in consideration for which we have agreed to
reimburse U.S. Fire the sum of $5,000 a month, for a period of six months, with
the first of such payments due on February 15, 2004. Thereafter, commencing on
August 15, 2004, we are currently required to reimburse U.S. Fire the sum of
$10,000 per month until the entire amount of $250,000 has been reimbursed to
U.S. Fire.

In the event U.S. Fire determines that we or the former officers and
directors named in the consolidated cases are not entitled to coverage under the
policy, or that it is entitled to rescind the policy, or should we be declared
in default under the non-waiver agreement, then we agree to pay U.S. Fire, on
demand, the full amount of all costs advanced by U.S. Fire, except for those
amounts that we may have reimbursed to U.S. Fire pursuant to the monthly
payments due under the non-waiver agreement.

We will be in default under the non-waiver agreement if we fail to make
any payment due to U.S. Fire thereunder when such payment is due, or institute
proceedings to be adjudicated as bankrupt or insolvent. U.S. Fire's obligation
to advance defense costs under the agreement will terminate in the event that
the $5,000,000 policy limit of liability is exhausted. If U.S. Fire denies
coverage for the consolidated cases under the policy and we are not successful
in defending and protecting our interests in the cases, resulting in a judgment
against us for substantial damages, we would not be able to pay such liability
and, as a result, would be forced to seek bankruptcy protection.

Associates Enterprises and Westland Financial Corporation. The purpose of these
statements, according to the complaint, was to induce Innovative to sell its
assets and purchase the shares of our common stock at artificially inflated
prices while simultaneously deceiving Innovative and Barton into believing that
the Company's shares were worth more than they actually were. The complaint
contends that had Innovative and Barton known the truth, the complaint contends,
they would not have sold Innovative to us, would not have purchased our stock
for the assets of Innovative, or would not have purchased the stock at the
inflated prices that were paid. The complaint further contends that as a result
of the allegedly false statements, Innovative and Barton suffered substantial
damages in an amount to be proven at trial.

The complaint also claims that 491,250 of the shares to be issued to
Innovative in the asset purchase transaction were not issued on a timely basis
and we also did not file a registration statement with the Securities and
Exchange Commission within five months of the closing date of the asset purchase
transaction. As a result, the complaint alleges that the value of the shares of
our common stock issued to Innovative in the transaction declined, and
Innovative and Barton suffered damages in an amount to be proven at trial. We
filed an answer to the complaint and also filed counterclaims against Innovative
and Barton for breach of contract. We believe the complaint is without merit and
intend to vigorously defend and protect our interests in the action. If we are
not successful in defending and protecting our interests in this action,
resulting in a judgment against us for substantial damages, and U.S. Fire denies
coverage in the litigation under the Directors and Officers Liability and
Company Reimbursement Policy, we would not be able to pay such liability and, as
a result, would be forced to seek bankruptcy protection.

On October 14, 2003, an action was filed in the Third Judicial District
Court, Salt Lake County, State of Utah, captioned Albert Kinzinger, Jr.,
individually and on behalf of all others similarly situated vs. Paradigm Medical
Industries, Inc., Thomas Motter, Mark Miehle, Randall A. Mackey, and John
Hemmer, Case No. 030922608. The complaint also indicates that it is a "Class
Action Complaint for Violations of Utah Securities Laws and Plaintiffs Demand a
Trial by Jury." We have retained legal counsel to review the complaint, which
appears to be focused on alleged false or misleading statements pertaining to
the Blood Flow Analyzer(TM). More specifically, the complaint alleges that we
falsely stated in Securities and Exchange Commission filings and press releases
that we had received authorization to use an insurance reimbursement CPT code
from the CPT Code Research and Development Division of the American Medical
Association in connection with the Blood Flow Analyzer(TM), adding that the CPT
code provides for a reimbursement to doctors of $57.00 per patient for the Blood
Flow Analyzer(TM).

The purpose of these statements, according to the complaint, was to
induce investors to purchase shares of our Series E preferred stock in a private
placement transaction at artificially inflated prices. The complaint contends
that as a result of these statements, the investors that purchased shares of our
Series E preferred stock in the private offering suffered substantial damages to
be proven at trial. The complaint also alleges that we sold Series E preferred
shares without registering the sale of such shares or obtaining an exemption
from registration. The complaint requests rescission, compensatory damages and
treble damages, including interest and attorneys' fees. We filed an answer to
the complaint. We believe the complaint is without merit and intend to
vigorously defend our interests in the action. If we are not successful in
defending and protecting our interests in the action, resulting in a judgment
against us for substantial damages, and U.S. Fire denies coverage in the
litigation under the Directors and Officers Liability and Company Reimbursement
Policy, we would not be able to pay such liability and, as a result, would be
forced to seek bankruptcy protection.

If the litigants in other lawsuits and threatened lawsuits succeed on any of
their claims, it could adversely affect our financial condition and operations,
and we would be forced to seek bankruptcy protection.

We received a demand letter dated December 30, 2002 from counsel for
Thomas F. Motter, our former Chairman and Chief Executive Officer. Mr. Motter
claims in the letter that he was entitled to certain stock options that had not
been issued to him in a timely manner. By the time the options were actually
issued to him, however, they had expired. Mr. Motter contends that if the
options had been issued in a timely manner, he would have exercised them in a
manner that would have given him a substantial benefit. Mr. Motter requests
restitution for the loss of the financial opportunity. Mr. Motter also claims
that he was defrauded by us by not being given an extended employment agreement
when he terminated the change of control agreement that he had entered into with
us.

Mr. Motter is further claiming payment for accrued vacation time during
the 13 years he had been employed by the Company, asserting that he only had a
total of four weeks of vacation during that period. Finally, Mr. Motter is
threatening a shareholder derivative action against us because of the board of
directors' alleged failure to conduct an investigation into conversations that
took place in a chat room on Yahoo. Mr. Motter asserts that certain individuals
participating in the conversations were our officers or directors whose
interests were in conflict with the interest of the shareholders. We believe
that Mr. Motter's claims and assertions are without merit and intend to
vigorously defend against any legal action that Mr. Motter may bring.

An action was filed on June 20, 2003, in the Third Judicial District
Court, Salt Lake County, State of Utah (Civil No. 030914195) by CitiCorp Vendor
Finance, Inc., formerly known as Copelco Capital, Inc. The complaint claims that
$49,626 plus interest is due for the leasing of two copy machines that were
delivered to our Salt Lake City facilities on or about April of 2000. The action
also seeks an award of attorney's fees and costs incurred in the collection. We
dispute the amounts allegedly owed, asserting that the equipment it returned to
the leasing company did not work properly. A responsive pleading has not yet
been filed. We are currently engaged in settlement discussions with CitiCorp.

We received demand letters dated July 18, 2003, September 26, 2003 and
November 10, 2003 from counsel for Douglas A. MacLeod, M.D., a shareholder of
the company. In the July 18, 2003 letter, Dr. MacLeod demands that he and
certain entities with which he is involved or controls, namely the Douglas A.
MacLeod, M.D. Profit Sharing Trust, St. Marks' Eye Institute and Milan Holdings,
Ltd., be issued a total of 2,296,667 shares of our common stock and warrants to
purchase 1,192,500 shares of our common stock at an exercise price of $.25 per
share. Dr. MacLeod claims that these common shares and warrants are owing to him
and the related entities under the terms of a mutual release dated January 16,
2003, which he and the related entities entered into with us. Dr. MacLeod
renewed his request for these additional common shares and warrants in the
September 26, 2003 and November 10, 2003 demand letters. We believe that Dr.
MacLeod's claims and assertions are without merit and that neither he nor the
related entities are entitled to any additional shares of our common stock or
any additional warrants under the terms of the mutual release. We intend to
vigorously defend against any legal action that Dr. MacLeod may bring.

On August 3, 2003, a complaint was filed against us by Corinne Powell,
a former employee, in the Third Judicial District Court, Salt Lake County, State
of Utah (Civil No. 030918364). Defendants consist of the Company and Randall A.
Mackey, Dr. David M. Silver and Keith D. Ignotz, directors of the company. The
complaint alleges that at the time we laid off Ms. Powell on March 25, 2003, she
was owed $2,030 for business expenses, $11,063 for accrued vacation days,
$12,818 for unpaid commissions, the fair market value of 50,000 stock options
exercisable at $5.00 per share that she claims she was prevented from
exercising, attorney's fees and a continuing wage penalty under Utah law. We
dispute the amounts allegedly owed and intend to vigorously defend and protect
our interests in the action.

On September 10, 2003, an action was filed against us by Larry Hicks in
the Third Judicial District Court, Salt Lake County, State of Utah, (Civil No.
030922220), for payments due under a consulting agreement with us. The complaint
claims that monthly payments of $3,083 are due for the months of October 2002 to
October 2003 under a consulting agreement and, if the agreement is terminated,
for the sum of $110,000 minus whatever we have paid Mr. Hicks prior to such
termination, plus costs, attorney's fees and a wage penalty pursuant to Utah
law. We dispute the amount allegedly owed and intend to vigorously defend
against such action.

If we are unable to obtain additional capital, we would be required to eliminate
certain activities that would adversely effect our operations.

We may require substantial funds for various purposes, including
continuing research and development, expanding clinical trials, completing the
FDA approval process for our products (including the Photon(TM) laser system),
and manufacturing and marketing our existing products. We will need to seek
additional capital, possibly through public or private sales of our securities,
in order to fund our activities on a long-term basis. Adequate funds may not be
available when needed or on terms acceptable to us. Insufficient funds may
require us to delay, scale back or eliminate certain or all of our research and
development programs or to license third parties to commercialize products or
technologies that we would otherwise seek to develop ourself, which may
materially adversely affect our continued operations.

The recent loss of members of senior management could adversely affect our
operations.

Our success largely depends on a number of key employees. The loss of
one or more of these employees could have a material adverse effect on us,
including the development and sale of eye surgery systems. On August 30, 2002,
Thomas F. Motter resigned as our Chairman of the Board and Chief Executive
Officer, and Mark R. Miehle was terminated as our President and Chief Operating
Officer. The reason for these management changes was that the board of directors
determined that a change in the leadership and direction of our company was
necessary due to management's inability to meet certain goals including those
relating to sales and cost control. On June 3, 2003, Heber C. Maughan resigned
as our Vice President of Finance, Treasurer and Chief Financial Officer to
pursue other business opportunities. The recent loss of these members of senior
management could have a significant adverse effect on us and our operations and
prospects. We had no key man insurance on either Mr. Motter, Mr. Miehle or Mr.
Maughan.

Our research activities may not result in any commercially profitable products.

The science and technology of medical products, including lasers, is
rapidly evolving. Our medical systems may require significant further research,
development, testing and regulatory clearances. They are also subject to the
risks of failure inherent in the development of products based on innovative
technologies. These risks include the possibility that any or all of the
proposed products will prove to be ineffective or unsafe; that they fail to
receive necessary regulatory clearances; that the proposed products are
uneconomical; that others hold proprietary rights which preclude us from
marketing such products; or that others market better products. Accordingly, we
are unable to predict whether our research and development activities will
result in any commercially profitable products. Further, due to the extended
testing and regulatory review process required, we may be unable to sell our
current and proposed products. There is also no guarantee that we will be able
to develop and sell a glaucoma surgery system.

We are uncertain of obtaining FDA approval for our Photon(TM) laser system and
further development of the Photon(TM) is on hold until our financial situation
improves, and we may lose our rights to manufacture or sell the Photon(TM) laser
system if we are unable to agree on the correct method of calculating royalty
payments under a license agreement.

We are subject to substantial regulation by the Food and Drug
Administration or FDA and other federal and state regulatory agencies. FDA
regulations require us to obtain either 510(k) clearance or pre-marketing
approval prior to marketing a product in the United States. We are also subject
to foreign regulation and must receive various types of approvals from foreign
government agencies prior to selling our products in some countries. The
clearance and approval processes for both the FDA and foreign regulatory
authorities are costly, time consuming and uncertain. In addition, we are
required to obtain FDA approval before exporting a device which has not received
FDA marketing clearance or approval. We may never be able to obtain these
required government approvals. Delays or failure to obtain such approvals would
materially and adversely effect us, as would changes in existing requirements.
We have received 510(k) clearance from the FDA for our ultrasonic surgery
systems allowing us to sell both devices in the United States. We have also
received 510(k) clearance to market our Blood Flow Analyzer(TM).

In May 1995, we were granted an investigational device exemption for
our Photon(TM) laser system allowing us to conduct clinical studies in support
of our application with the FDA to obtain approval to market the system. During
the clinical trials, we discovered that the Photon(TM) laser system may not
effectively remove hard (dense or impacted) cataracts. In May, 1998, we received
FDA clearance to conduct clinical tests on soft cataracts. We believe the FDA
will approve our 510(k) predicate device application for the Photon(TM) laser
system because in the United States most cataracts are removed before tissue
hardens. We received an FDA warning letter in August 2000 concerning
deficiencies in the Phase I clinical trials and, after making several
submissions to the FDA, we received a letter from the FDA in February 2001
stating that the deficiencies had been corrected and the clinical trials could
continue.

We have completed the authorized clinical studies and, in October 2001,
made a supplemental submission to the FDA regarding the 510(k) application. We
received a preliminary review from the FDA of our supplemental submission in
December 2001 and submitted additional clinical information to the FDA on
February 6, 2002. On May 7, 2002, we received a letter from the FDA requesting
further clinical information. We have generated additional clinical information
in response to the letter and are uncertain if we will make a submission to the
FDA with the additional clinical information. Because of the "going concern"
status of the company, management has focused efforts on those products and
activities that will, in its opinion, achieve the most resource efficient
short-term cash flow to the company. As reflected in the results for the quarter
ended June 30, 2003, diagnostic products are currently our major focus and the
Photon(TM) and other extensive research and development projects have been put
on hold pending future evaluation when our financial position improves. Our
focus is not on any specific diagnostic product or products, but rather on our
entire group of diagnostic products.

We have also received FDA approval to manufacture and export the
Photon(TM) laser system internationally. However, we have not yet obtained
approval from some foreign countries to market the laser product where approval
is necessary. We anticipate that many contemplated applications of our currently
existing and planned products will be subject to the lengthy regulatory approval
process, including preclinical studies, clinical trials and extensive regulatory
review. This process could take many years and require the expenditure of
substantial resources.

The Photon(TM) laser system is protected under a United States patent
issued to Daniel M. Eichenbaum, M.D. in 1987 and subsequently assigned to
PhotoMed International, Inc. and a Japanese patent issued to us in 1997. The
United States patent is due to expire in September 2004. We secured the
exclusive worldwide rights to this patent from PhotoMed by means of a license
agreement dated July 7, 1993. The license agreement expires when the United
States patent rights expire in September 2004. PhotoMed and Dr. Eichenbaum
brought legal action against us on September 11, 2000 involving an amount of
royalties that are allegedly due and owing to them from the sale of equipment by
us under the license agreement.

We have paid $14,736 to bring all royalty payments up to date through
June 30, 2001. We have been working with PhotoMed and Dr. Eichenbaum to insure
that the royalty calculations have been correctly made. It is anticipated that
once the parties agree on the correct royalty calculations, the legal action
will be dismissed. However, if the parties are unable to agree on a method of
calculating royalties, there is risk that PhotoMed and Dr. Eichenbaum may amend
the complaint to request termination of the license agreement and, if
successful, we would lose our rights to manufacture or sell the Photo(TM) laser
system.

Our executives lack operating experience.

Our executives rely on their experience and skill from their
professional occupations. None of our executives has direct experience in
managing a company that utilizes research and product development activities and
technology to such a high degree.

Purchasers of our common shares could experience dilution from our tendering
puts under a private equity line of credit agreement with Triton West.

On June 30, 2000, we entered into a private equity line of credit
agreement with Triton West Group, Inc., in which Triton agreed to provide an
amount up to $20,000,000 to us in order to purchase put common shares pursuant
to the terms and conditions of the agreement. Under the agreement, we may elect
for a period of three years from the effective date of December 8, 2000 (the
date on which the Securities and Exchange Commission declared effective a
registration statement registering shares to be purchased by Triton on put
transactions with us) to exercise our right to tender a put notice to Triton.
The put notice requires Triton to purchase shares of our common stock at 88% of
the market price on the trading day immediately following the valuation period,
which is a period of five trading days beginning two days before the trading day
on which the put notice is deemed to be delivered and two trading days after
such date. Under certain conditions, the purchase price will be reduced to 85%
of the market price of our common stock. The agreement provides certain
restrictions on the tendering of puts. The maximum amount of each put (which may
vary from $750,000 to $2,000,000) is to be determined according to a schedule
based on the trading price of our common stock at the time and the average 30
day volume of such shares. There must be a minimum of 15 business days between
puts. Moreover, a registration statement must be effective registering the
shares of common stock covered by the put. There may be significant dilution
associated with tendering put notices under the agreement. Because a
registration statement is not effective registering the shares issuable under
the equity line of credit, our equity line of credit is currently not available
as a source of equity. The equity line of credit agreement expired by its terms
on December 8, 2003, but the Company is currently in the process of renewing the
agreement.

Our products may become obsolete due to rapid technological change.

Our market is subject to rapid technological change. Development by
others of new or improved products, processes or technologies may make our
products obsolete or less competitive. Accordingly, we must continue investing
in research and development on our existing products and to develop new
products. Despite such investment, our current or proposed products may be
unsuccessful.

Our Photon(TM) laser system could receive competition from other laser systems
that are well financed with well recognized trade names.

Our Photon(TM) laser system will potentially receive competition from
other laser systems, such as excimer, holmium (Ho:YAG), Erbium (Er:YAG), Nd:YLF
(Neodymium:Yttium-Lithium-Fluoride) or lasers of other wave lengths. Competition
may also come from other medical devices and other surgical techniques. Further,
the cataract surgical device industry is dominated by a small number of large
competitors that are well established in the marketplace, have experienced
management, are well financed and have a well recognized trade name related to
their product lines. We may be unable to penetrate the existing market and
acquire a sufficient market share to be profitable. Significant competitive
factors which will affect future sales include regulatory approvals,
performance, pricing, timely product shipment, safety, customer support,
convenience of use and patient and general market acceptance.

Our new products may incur unexpected production problems, which would impact
our sales and profits.

New ventures, particularly those involved in a highly technical
industry such as the medical industry, have substantial inherent risks. These
risks are in three general areas: technical, mechanical and human.
Notwithstanding any pre-production planning, new products can incur unexpected
problems in full scale production, which cannot always be foreseen or accurately
predicted. Designs can become unworkable, for unpredicted reasons. Quality
control and component sourcing failures can also be expected from time to time.
Any business, including ours, is substantially dependent upon the capabilities
and performance of both management, engineering and sales personnel. Mistakes in
judgment or performance can be costly and, in certain instances, disabling.
Therefore, management skill, experience, character and reliability are of
significant importance.

Mistakes may occur in the design and manufacture of our products, which could
prevent or limit the sales of such products.

The high-technology product line requires us to deal with suppliers and
subcontractors supplying highly specialized parts, operating highly
sophisticated and narrow tolerance equipment and performing highly technical
calculations. Components must be custom designed and manufactured, which is not
only complicated and expensive, but can also require a number of months to
accomplish. Slight mistakes in either the design or manufacture can result in
unsatisfactory parts that may not be correctable. Because our business requires
the talents of various professions, mistakes from very slight oversights or
miscommunications can occur, resulting not only in costly delays and lost
orders, but also in disagreements regarding liability and, in any event,
extended delays in production. Moreover, we rely on suppliers that are related
to each other for parts and equipment. When dealing with related suppliers the
terms on which parts and equipment are purchased may not be as favorable as
could be obtained from unrelated third-party suppliers.

We are dependent upon a limited number of key suppliers for components and parts
used in our products and the interruption in the supply of these components and
parts could impede our ability to deliver our products to market.

We currently purchase components and parts used in our products from a
limited number of key suppliers. Although we maintain alternative suppliers, our
reliance on our principal suppliers could result in delays associated with
redesigning a product due to an inability to obtain an adequate supply of
required components and parts, and reduced control over pricing, quality and
timely delivery. The loss of any of these principal suppliers or the inability
of a supplier to meet performance and quality specifications, requested
quantities or delivery schedules could cause our revenues to decline. In
addition, any interruption or discontinuance in the supply of components or
parts could have an adverse effect on our business, results of operation and
financial condition. Further, a significant price increase from any of our
principal suppliers could cause our profitability to decline if we cannot
increase the prices of our products to our customers. Our principal suppliers
include Capistrano Labs, U.S. Ultrasound and Anello.

No independent marketing studies have been made to confirm the commercial demand
for the Photon(TM) laser system and the Blood Flow Analyzer(TM).

We believe that there is substantial commercial demand for our
Photon(TM) laser system and our Blood Flow Analyzer(TM) for the eyes at a
profitable price. However, this belief is solely based on our management's
experience and judgment. At this time, there have been no independent marketing
studies by independent professional marketing firms to reliably confirm the
extent of this demand, the price ranges within which it exists and the amount of
promotion necessary to exploit whatever demand does exist.

Our Photon(TM) laser system may not be accepted in the marketplace because it
does not remove hard cataracts.

Our products may not be accepted in the marketplace. Such acceptance
will depend on a number of factors including receiving regulatory approvals,
demonstrating the safety, and advantages of our products over existing systems
and techniques. Our Photon(TM) laser system may never gain market acceptance
since the system does not effectively remove hard (dense or impacted) cataracts.
Further, we may be unable to successfully market our products even if they
perform successfully in clinical applications. Our Precisionist
ThirtyThousand(TM) Workstation(TM) may not gain acceptance unless we can reduce
or eliminate the vacuum surge and develop additional, complementary surgical
devices for installation in that host system. Vacuum surge is a phenomenon that
occurs when the tip of the ultrasonic needle is obstructed by target tissue,
allowing pressure to build up and, if the pressure is not released, a rush of
fluid goes from the chamber of the eye into the needle to equalize the pressure.
The result can be complications to the eye such as posterior capsule rupture,
iris capture and chamber collapse. We believe this phenomenon affects all other
ultrasonic cataract removal systems currently on the market.

Our pending patents may not be perfected and our present or future patents may
infringe upon the patents of others, which could restrict or prevent the
manufacture and sale of our products.

We depend on our ability to license and obtain patents and on the
adherence to confidentiality agreements executed by employees, consultants and
third-parties to maintain the proprietary nature of our technology and to
operate without infringing on the proprietary rights of others. Our laser probe
is protected by a United States patent issued in 1987 to Daniel M. Eichenbaum,
M.D. These patent rights expire in September 2004. Patents have also been
granted to the Blood Flow Analyzer(TM) in the United States and the United
Kingdom, to the Dicon(TM) Topographer in the United States, and to the Dicon(TM)
Perimeter in the United States, the United Kingdom, Germany and Switzerland. The
pending patents may not be perfected. Also, our present or future products may
be found to infringe upon the patents of others. If our products are found to
infringe on the patents, or otherwise impermissibly utilize the intellectual
property of others, our development, manufacture and sale of such products could
be severely restricted or prohibited. We may be required to obtain licenses to

utilize such patents or proprietary rights of others and acceptable terms may be
unavailable. If we do not obtain such licenses, the development, manufacture or
sale of products requiring such licenses would be materially adversely affected.
In addition, we could incur substantial costs in defending ourself against
challenges to our patents or infringement claims made by third parties or in
enforcing any patents we may obtain.

Because patents only provide limited protection, others could produce and
distribute products similar to the Photon(TM) laser system, the Mentor systems
and the Blood Flow Analyzer(TM).

We rely on the protections for our products that we hope to realize
under the United States and foreign patent laws. However, patents provide
limited protections. We have a United States and Japanese patent on the
hand-held probe design and applications for various foreign patents are either
pending or planned, and the patents for the Blood Flow Analyzer(TM) for the eyes
are reported by Occular Blood Flow, Ltd. to have been approved in the United
States and the United Kingdom. Similar devices, however, could be designed that
do not infringe on our patent rights, but that are similar enough to compete
against our patented products. Moreover, it is possible that an unpatented but
prior existing device or design may exist that has never been made public and
therefore is not known to us or the industry in general. Such a device could be
introduced into the market without infringing on our current patent. If any such
competing non-infringing devices are produced and distributed, our profit
potential would be seriously limited, which would seriously impair our
viability.

Some of our products may be denied reimbursement by third-party payors, such as
government programs and private insurance plans.

We anticipate that our medical devices will generally be purchased by
ophthalmologists and hospitals that will then bill various third-party payors,
such as government programs and private insurance plans, for the health care
services provided to their patients. Government agencies generally reimburse at
a fixed rate based on the procedure performed. Some of the potential procedures
for which our medical devices may be used, however, may be denied reimbursement
as elective. In addition, third-party payors may deny reimbursement if they
determine that the use of our products was unnecessary, inappropriate, not
cost-effective, experimental or used for a non-approved indication. Certain
purchasers of our Blood Flow Analyzer,(TM), for example, have had difficulty in
obtaining reimbursement from insurance carriers. Even if we receive FDA
clearances for our products, third-party payors may nevertheless deny
reimbursement. Furthermore, third-party payors increasingly challenge the prices
charged for medical products and services. Reimbursement from third-party payors
may be unavailable or if available, that reimbursement may be limited when
compared with reimbursement for competitive procedures, thereby materially
adversely affecting our ability to profitably sell products. The market for our
products could also be adversely affected by recent federal legislation that
reduces reimbursements under the capital cost pass- through system utilized in
connection with the Medicare program. Failure by hospitals and other users of
our products to obtain reimbursement from third-party payors or changes in
government and private third-party payors' policies toward reimbursement for
procedures employing our products would have a material adverse effect on us.

Congress may introduce legislation that could result in price limits and
utilization controls on our products.

Members of Congress have introduced legislation to change aspects of
the delivery and financing of health care services. Such legislation to control
or reduce public (Medicare and Medicaid) and private spending on health care, to
reform the methods of payment for health care goods and services by both the
public and private sectors, and to provide universal access to health care may
be passed. We cannot predict what form this legislation may take or the effect
of such legislation on our business. It is possible that the legislation
ultimately enacted by Congress will contain provisions resulting in price limits
and utilization controls which may reduce the rate of increase in the growth of
the ophthalmic laser market or otherwise adversely affect our business. It is
also possible that future legislation could result in modifications to the
nation's public and private health care insurance systems which will affect
reimbursement policies in a manner adverse to us. We also cannot predict what
other legislation relating to our business or the health care industry may be
enacted, including legislation relating to third-party reimbursement, or what
effect legislation may have on the results of our operations.

Because we have minimal direct sales experience, our sales program may be
unsuccessful.

We commenced a direct sales program in July 1993 with three sales
representatives to market our products. In July 2000, four additional sales
representative were hired. In August 2001, 15 additional sales representatives
were hired, bringing the total number of sales representatives to 22. The number
of sales representatives has been reduced to five as a result of our efforts to
reduce costs and absence of the anticipated FDA approval of the Photon(TM) laser
system. However, we have minimal direct sales experience and may need to recruit
additional qualified personnel for this purpose. Our sales program may be
unsuccessful or we may be unable to attract and retain qualified distributors on
favorable terms.

Our product liability insurance could be inadequate to cover liabilities if we
face significant product liability claims against us.

The nature of our business exposes it to risk from product liability
claims and there can be no assurance that we can avoid significant product
liability exposure. We maintain product liability insurance providing coverage
up to $2,000,000 per claim with an aggregate policy limit of $2,000,000. There
is substantial doubt that this amount of insurance would be adequate to cover
liabilities should we face significant claims. A successful products liability
claim brought against us could have a material adverse effect on our business,
operating results and financial condition. Further, product liability insurance
is becoming increasingly expensive, and there can be no assurance that we will
successfully maintain adequate product liability insurance at acceptable rates,
or at all. Should we be unable to maintain adequate product liability insurance,
our ability to market our products would be significantly impaired. Any losses
that we may suffer from future liability claims or a voluntary or involuntary
recall of our products and the damage that any product liability litigation or
voluntary or involuntary recall may do to the reputation and marketability of
our products would have a material adverse effect on our business, operating
results and financial condition.

Our future products sales in foreign countries could be adversely effected by a
significant increase in value of the U.S. dollar against local currencies,
economic and political instability, and changes in the regulatory processes and
other regulations.

We anticipate that a significant portion of our future product sales
will be in foreign countries. Because we quote prices for our products and
accept payment on sales principally in U.S. dollars, any significant increase in
the value of the U.S. dollar against local currencies may make our products less
competitive with foreign products. The economic and political instability of
some foreign countries also may affect the ability of ophthalmologists and
others to purchase our products, or the ability of potential customers to pay
for the procedures for which our products are used. In addition, other specific
risks in doing business in foreign countries include changes in the regulatory
processes affecting our products, in controls governing foreign payments by our
customers, and in regulations, taxes and customs duties or requirements that may
be imposed on the purchase of our products. The foreign countries where our
products are sold include but are not limited to Argentina, Australia,
Bangladesh, Borneo, Brazil, Canada, China, Czechoslovakia, Egypt, France,
Germany, Greece, Hong Kong, India, Israel, Italy, Japan, Jordan, Korea,
Malaysia, Mexico, New Zealand, Pakistan, Peru, Poland, Puerto Rico, Russia,
Saudi Arabia, Spain, Sri Lanka, Taiwan, Thailand, Turkey, United Kingdom, and
United Arab Emirates. Certain of countries may experience political, economic or
social instability, which could adversely affect our sales.

The market price of our securities could fluctuate significantly.

Our common stock and Class A warrants were delisted on The Nasdaq
SmallCap Market effective June 26, 2003 and currently trade on the OTC Bulletin
Board. Factors such as announcements by us of the regulatory status of products,
quarterly variations in our financial results, the gain or loss of material
contracts, changes in management, regulatory changes, trends in the industry or
stock market and announcements by competitors, among other things, could cause
the market price of such securities to fluctuate significantly.

We may issue preferred shares with preferences in an equal or prior rank to
existing preferred shares.

Our certificate of incorporation authorizes the issuance of shares of
"blank check" preferred stock, which will have such designations, rights and
preferences as may be determined from time to time by our board of directors.
Accordingly, our Board of Directors is empowered, without stockholder approval
(but subject to applicable government regulatory restrictions), to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders of
our common stock. Those terms and conditions may include preferences on an equal
or prior rank to existing preferred stock. Those shares may be issued on such
terms and for such consideration as the board then deems reasonable and such
stock shall then rank equally in all aspects of the series and on the
preferences and conditions so provided, regardless of when issued. In the event
of such issuance, the preferred stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of our company. As of January 31, 2004, the following preferred shares
were issued and outstanding: 5,627 shares of Series A preferred stock
convertible into 6,753 common shares; 8,986 shares of Series B preferred stock
convertible into 10,783 common shares; no shares of Series C preferred stock;
5,000 shares of Series D preferred stock; 1,000 shares of Series E preferred
stock convertible into 53,333 common shares; 4,598.75 shares of Series F
preferred stock convertible into 245,267 common shares; and 1,981,560 shares of
Series G preferred stock convertible into 1,981,560 common shares.

Our preferred shares have rights that amount to a preference over the shares of
this offering.

Our preferred shares have dividend and liquidation rights that amount
to preferences over the shares of this offering. We must pay any cash dividends
to our holders of preferred shares before paying cash dividends to the holders
of the shares of this offering. The dividend rights of our preferred shares are
as follows: for Series A and Series B preferred shares, $.24 per share per annum
payable, at our option, in cash from surplus earnings; for Series C preferred
shares, 12% non-cumulative preferred shares payable, at our option, in common
stock or cash from surplus earnings; and for Series D, E, F and G preferred
shares, 8% non-cumulative preferred dividends payable, at our option, in common
stock or cash from surplus earnings. Upon our liquidation, we must pay
preferential distributions to our preferred shareholders before paying any
distributions to holders of the shares of this offering. The liquidation rights
of our preferred shares are as follows: for Series A preferred shares, $1.00 per
share, plus accrued and unpaid dividends; for Series B preferred shares, $4.00
per share, plus accrued and unpaid dividends; for Series C preferred shares, the
stated value of $100.00 per share, plus declared but unpaid dividends; for
Series D preferred shares, the stated value of $1.75 per share, plus declared
but unpaid dividends; for Series E, F, and G preferred shares, the greater of
(i) the amount of distributions such shares would have received had the holders
converted such preferred shares into common stock immediately prior to
liquidation, or (ii) the stated value of $100.00 per share, plus declared but
unpaid dividends.

Exercise of outstanding options and warrants will dilute existing stockholders
and could decrease the market price of our common stock

As of January 31, 2004, we had issued and outstanding 25,509,868 shares
of our common stock, shares of Series A, B, E, F and G preferred stock
convertible into 2,080,743 shares of common stock, and outstanding options and
warrants to purchase 8,096,708 additional shares of common stock. The existence
of the outstanding preferred shares, options and warrants may adversely effect
the market price of our common stock and the terms under which we could obtain
additional equity capital.

We do not expect to pay any cash dividends in the foreseeable future.

We issued a stock dividend on our Series A preferred stock and Series B
preferred stock on January 8, 1996, to stockholders of record as of December 31,
1994. We have not paid any cash dividends on our common shares and do not expect
to declare or pay any cash or other dividends in the foreseeable future so that
we may reinvest earnings, if any, into the development of the business. The
holders of our Series A preferred stock, Series B preferred stock, Series C
preferred stock, Series D preferred stock, Series E preferred stock and Series F
preferred stock are entitled to non-cumulative cash dividends paid out of
surplus earnings.

None of the proceeds from the sale of shares in this offering will be placed in
escrow and therefore there are no investor protections for the return of
subscription funds once accepted.

We have not established a minimum amount of proceeds that we must
receive in the offering before any proceeds may be accepted. Once accepted, the
funds will be deposited into an account maintained by us and considered general
assets of Paradigm. None of the proceeds will be placed in any escrow, trust or
other arrangement. Therefore, there are no investor protections for the return
of subscription funds once accepted.

We have sole discretion in allocating the proceeds from the offering.

All of the net proceeds of the offering, if any, have been allocated to
working capital (and not otherwise allocated for a specific purpose) and will be
used for such purposes as management may determine in its sole discretion
without the need for stockholder approval with respect to any such allocations.

We may have continuing liability following our rescission offer in 1996 to
Series B shareholders.

We issued 493,000 shares of Series B preferred stock in 1994 and 1995.
The Series B shares may not have been sold in compliance with certain aspects of
California corporate law and federal and state securities laws. Concurrently
with our July 1996 public offering, we provided the Series B shareholders with a
rescission offer to repurchase all Series B preferred shares or rescission
shares owned by the Series B shareholders. The Series B shareholders were
offered the right to rescind their purchases and receive a refund of the price
paid by them of $4.00 per share plus an amount equal to the interest thereon at
rates ranging from 6% to 12% per annum from the date the rescission shares were
purchased to July 25, 1996, the date our public offering closed and each
rescinding shareholder was paid by us. The original purchasers of approximately
93% of the Series B shares (460,250 shares) rejected the rescission offer by
responding as requested in the rescission offer or by failing to return a
response within 30 days of receiving the rescission offer. Two shareholders

owning a combined total of 32,750 shares accepted the rescission offer. The
rescission offer was designed to reduce any type of contingent liability we may
be subject to in connection with its private placement of Series B preferred
stock. However, the rescission offer may not have fully relieved us from
exposure to contingent liability under federal or state securities laws. Not
every state statutorily provides for voluntary rescission offers. In addition,
other states, although authorizing rescission offers, do not completely limit
the liability of the offeror. Thus, we may have continuing liability in certain
states following the rescission offer.

We have indemnification agreements with certain officers and directors that may
require us to indemnify them in a civil or criminal action.

Our certificate of incorporation eliminates in certain circumstances
the liability of directors for monetary damages for breach of their fiduciary
duty as directors. We have entered into indemnification agreements with certain
directors and officers. Each such indemnification agreement provides that we
will indemnify the indemnitee against expenses, including reasonable attorneys'
fees, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any civil or criminal action or
administrative proceeding arising out of his performance of his duties as a
director or officer, other than an action instituted by the director or officer.
The indemnification agreements will also require that we indemnify the director
or other party thereto in all cases to the fullest extent permitted by
applicable law. Each indemnification agreement will permit the director or
officer that is party thereto to bring suit to seek recovery of amounts due
under the indemnification agreement and to recover the expenses of such a suit
if he or she is successful.

Our Board of Directors has the right to issue additional shares of common stock
and to create a new series of preferred stock which could dilute holders of
common stock.

Our board of directors has the inherent right under applicable Delaware
law, for whatever value the board deems adequate, to issue additional common
shares up to the limit of shares authorized by the certificate of incorporation,
and, upon such issuance, all holders of shares of common stock, regardless of
when they are issued, thereafter generally rank equally in all aspects of that
class of stock, regardless of when issued. Our board of directors likewise has
the inherent right, limited only by applicable Delaware law and provisions of
the Certificate of Incorporation to increase the number of preferred shares in a
series, to create a new series of preferred shares and to establish preferences
and all other terms and conditions in regard to such newly-created series. Any
of those actions will dilute the holders of common shares and also affect the
relative position of the holders of any series of any class. Current
stockholders have no rights to prohibit such issuances nor inherent "preemptive"
rights to purchase any such stock when offered.

USE OF PROCEEDS

Our net proceeds from the sale of the 10,000,000 shares of common stock
being offered hereby at an offering price of $.15 per share are estimated to be
$1,250,000, after deducting offering expenses and commissions, which are
estimated to be approximately $250,000. The net proceeds are intended to be used
over the next 12 months as follows:

Application of Proceeds Amount Percentage
----------------------- ------ ----------
Sales and Marketing(1)........................ $300,000 24.0%
Research and Development(2)................... 440,000 35.2
Acquisition of Capital Equipment(3)........... 30,000 2.4
Payment of Outstanding Obligations(4)......... 300,000 24.0
Working Capital(5)............................ 180,000 14.4
---------- -----
Total.................................... $1,250,000 100.0%
=====
-------------------------------

(1) Represents funds required for the implementation of our direct sales
force, attendance at trade shows and production and dissemination of
promotional materials.
(2) A majority of these funds will be used for the enhancement and
upgrading of our current products approved for sale. These funds will
also pay expenses associated with conducting and evaluating the
clinical trials and seeking government approvals for our products and
developing new products and patents, including approximately $225,000
to complete the clinical trials and FDA approval process for the
Photon(TM) laser system, and approximately $100,000 for developing the
next generation of the P40 UBM Ultrasound Biomicroscope.

(3) Represents funds required to expand in-house manufacturing capabilities
to reduce product costs.
(4) These funds will be used to pay our obligations to suppliers and
vendors as well as royalty obligations. The obligations to suppliers
and vendors do not accrue any interest. We have endeavored and have
been successful in settling the obligations owed to suppliers and
vendors for amounts less than were owed at the time.
(5) Working capital will be available for use as a reserve for
contingencies. In the event cash generated from operations is
insufficient to fund corporate overhead, working capital may be used to
cover such deficiency.

The allocation of the net proceeds set forth above represents our
estimates based upon our current operating plans and upon certain assumptions
regarding the progress of the development of our products, technological
advances and changing competitive conditions, and assumptions regarding industry
and general economic conditions and other conditions. If all of the shares are
not sold in the offering, the priority of each application of proceeds noted
above will be reduced proportionately. Future events, including problems,
delays, expenses and complications frequently encountered by companies
developing new products, as well as changes in competitive conditions and the
success or lack thereof of our research and development or marketing efforts,
may make it necessary or advisable for us to reallocate the net proceeds among
the above users or use portions of the net proceeds for other purposes.

Any reallocation of the net proceeds other than as provided above, will
be at the discretion of our board of directors. We estimate that the net
proceeds will be sufficient to fund our proposed business and operations for a
period of 12 months from the closing of the offering. If our estimates prove
incorrect, we will have to seek alternative sources of financing during such
period, including debt and equity financing and the reduction of operating cost
and projected growth plans. No assurance can be given that such financing could
be obtained by us on favorable terms, if at all, and if we are unable to obtain
needed financing, our business would be materially adversely affected. The
timing and amount of expenditures of the net proceeds of this offering may vary
depending upon the pace of our growth.

Regarding the common shares being registered for resale in the offering
that are issuable upon the exercise of warrants held by certain warrantholders,
the holders of such warrants are not obligated to exercise any of their
warrants. The last reported sale price of our common shares on the OTC Bulletin
Board on February 23, 2004, was $.15 per share. Only 200,000 of our common
shares underlying the warrants are exercisable for less than $.20 per share. As
a consequence, except for the warrants to purchase 200,000 common shares, the
outstanding warrants are not likely to be exercised unless the trading price
increases substantially. All other shares of our common stock being registered
for resale are either outstanding or will be issued upon conversion of
outstanding Series G preferred stock and we will derive no proceeds from the
conversion or subsequent resales of such shares. If there are any net proceeds
from the exercise of any warrants, we will use these net proceeds to fund
working capital requirements.

Pending application, the net proceeds of the offering will be invested
in short-term, high-grade interest-bearing savings accounts, certificates of
deposit, United States government obligations, money market accounts or
short-term interest bearing obligations.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and do not
anticipate paying any cash dividends on our common stock in the foreseeable
future. Dividends paid in cash pursuant to outstanding shares of our Series A,
Series C, Series D, Series E, Series F and Series G preferred stock are only
payable from our surplus earnings and are non-cumulative and therefore, no
deficiencies in dividend payments from one year will be carried forward to the
next. We currently intend to retain future earnings, if any, to fund the
development and growth of our proposed business and operations. Any payment of
cash dividends in the future on the common stock will be dependent upon our
financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, restrictions, if any, under any debt
obligations, as well as other factors that our board of directors deems
relevant.

CAPITALIZATION

The following table sets forth our capitalization on an actual basis as
of September 30, 2003.

September 30,
2003
-------------

Long-term obligations(2)........................................ $ 75,000

Stockholders' Equity:

Series A Preferred Stock, $.001 par value per share;
500,000 shares authorized, 5,627 issued and outstanding....... -

Series B Preferred Stock, $.001 par value per share; 500,000
shares authorized, 8,986 issued and outstanding............... -

Series C Preferred Stock, $.001 par value per share;
30,000 shares authorized, 0 issued and outstanding........... -

Series D Preferred Stock, $.001 par value per share;
1,140,000 shares authorized, 5,000 issued and outstanding..... -

Series E Preferred Stock, $.001 par value per share;
50,000 shares authorized, 1,500 issued and outstanding........ -

Series F Preferred Stock, $.001 par value per share;
50,000 shares authorized, 5,623.75 issued and outstanding..... -

Series G Preferred Stock, $.001 par value per share;
2,000,000 shares authorized, 1,981,560 issued and outstanding. -

Common Stock, $.001 par value per share; 80,000,000 shares
authorized, 24,991,432 issued and outstanding................. 25,000

Common stock warrants......................................... 1,046,000

Additional paid-in-capital, common stock...................... 56,698,000

Stock subscription receivable................................. (294,000)

Accumulated deficit........................................... (55,962,000)

Total stockholders' equity ..................................... 1,513,000

Total Capitalization............................................ $ 1,588,000

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our authorized capital stock consists of 80,000,000 shares of common
stock, $.001 par value per share, and 5,000,000 shares of preferred stock, $.001
par value per share. We have created six classes of preferred stock, designated
as Series A preferred stock, Series B preferred stock, Series C preferred stock
, Series D preferred stock, Series E preferred stock, Series F preferred stock
and Series G preferred stock.

Our common stock and Class A warrants trade on the OTC Bulletin Board
under the respective symbols of "PMED.OB" and "PMEDW.OB." Prior to July 22,
1996, there was no public market for the common stock. From July 22, 1996 to
June 25, 2003, our common stock and Class A warrants were listed on the Nasdaq
SmallCap Market. Since June 25, 2003, our common stock and Class A warrants have
traded on the OTC Bulletin Board. As of February 23, 2004, the closing sale
prices of the common stock and Class A warrants were $.15 per share and $.03 per
warrant, respectively. The following are the high and low sale prices for the
common stock and Class A warrants by quarter as reported by Nasdaq from January
1, 2000 to June 25, 2003 and by the OTC Bulletin Board since June 25, 2003.

Common Stock Class A Warrants
Price Range Price Range
Period (Calendar Year) High Low High Low
---- --- ---- ---
2000
First Quarter.......................... 14.50 6.88 6.50 2.63
Second Quarter......................... 10.50 4.19 3.63 1.19
Third Quarter.......................... 6.19 3.38 2.00 .50
Fourth Quarter......................... 4.94 1.31 1.25 .50
2001
First Quarter.......................... 4.13 1.50 1.00 .19
Second Quarter......................... 3.50 1.61 .74 .19
Third Quarter.......................... 2.75 1.86 .45 .16
Fourth Quarter......................... 3.08 1.94 .39 .17

2002
First Quarter.......................... 3.31 2.21 .38 .19
Second Quarter......................... 1.91 .60 .32 .05
Third Quarter.......................... 1.50 .16 .20 .08
Fourth Quarter......................... .30 .13 .10 .01

2003
First Quarter.......................... .42 .14 .12 .01
Second Quarter......................... .74 .14 .44 .01
Third Quarter.......................... .42 .18 .18 .01
Fourth Quarter ........................ .24 .15 .10 .02
2004
First Quarter (through
February 23, 2004).................. .21 .15 .04 .01

Our Series A preferred stock, Series B preferred stock, Series C
preferred stock, Series D preferred stock, Series E preferred stock, Series F
preferred stock and Series G preferred stock are not publicly traded. As of
January 31, 2004, there were 717 record holders of common stock, six record
holders of Series A preferred stock, four record holders of Series B preferred
stock, no record holders of Series C preferred stock, no record holders of
Series D preferred stock, 14 record holders of Series E preferred stock, 52
record holders of Series F preferred stock, and two record holders of Series G
preferred stock.

We have never paid any cash dividends on our common stock and does not
anticipate paying any cash dividends on our common stock in the foreseeable
future. We must pay cash dividends to holders of our Series A preferred, Series
B preferred, Series C preferred, Series D preferred stock, Series E preferred,
Series F preferred stock and Series G preferred stock before it can pay any cash
dividend to holders of our common stock. Dividends paid in cash pursuant to
outstanding shares of our Series A, Series B, Series C, Series D, Series E,
Series F and Series G preferred stock are only payable from our surplus
earnings, and are non-cumulative and therefore, no deficiencies in dividend
payments from one year will be carried forward to the next.

We currently intend to retain future earnings, if any, to fund the
development and growth of our proposed business and operations. Any payment of
cash dividends in the future on the common stock will be dependent upon our
financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, restrictions, if any, under any debt
obligations, as well as other factors that our board of directors deems
relevant. We issued 6,764 shares of our Series A preferred and 6,017 shares of
our Series B preferred on January 8, 1996 as a stock dividend to Series A and
Series B preferred shareholders of record as of December 31, 1994.

SELECTED FINANCIAL DATA

The following table sets forth our selected financial data for the
years ended December 31, 2001 and 2002, and the nine months ended September 30,
2002 and 2003. The selected financial data as of and for the years ended
December 31, 2000 and 2001 are derived from our financial statements which have
been audited by Tanner & Co. The selected financial data as of and for the nine
months ended September 30, 2002 and 2003 are derived from our unaudited
quarterly financial statements. The following financial information should be
read in conjunction with the Financial Statements, and related notes thereto,
included at Exhibit "A" attached hereto.

For the year ended For nine months ended
December 31, September 30,
2001 2002 2002 2003
---- ---- ---- ----
Statement of Operations Data: (Unaudited) (Unaudited)
-----------------------------

Net Sales................................. $7,919,000 $5,368,000 3,894,000 $2,225,000
Net cost of sales......................... 4,370,000 4,210,000 2,738,000 1,237,000
Operating expenses........................ 12,834,000 12,277,000 8,450,000 3,526,000
Operating loss............................ (9,285,000) (11,119,000) (7,294,000) (2,538,000)
Other income (expense).................... (858,000) (36,000) (37,000) 233,000
Net loss ................................. (10,143,000) (11,155,000) (7,331,000) (2,305,000)
Net loss per common share................. $(.98) $(.63) $(.45) $(.10)
Shares used in computing net loss per share 13,245,000 17,736,000 16,316,000 22,785,000

As of As of
Balance Sheet Data: December 31, 2002 September 30, 2003
------------------ ----------------- ------------------
Current assets...................... $3,868,000 $3,075,000
Current liabilities................. 2,362,000 2,473,000
Working capital .................... 1,506,000 602,000
Total assets........................ 5,289,000 4,061,000
Accumulated deficit................. (53,656,000) (55,962,000)
Stockholder's equity ............... 2,847,000 1,513,000

MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION

This report contains forward-looking statements and information
relating to us that is based on beliefs of management as well as assumptions
made by, and information currently available to management. These statements
reflect our current view respecting future events and are subject to risks,
uncertainties and assumptions, including the risks and uncertainties noted
throughout the document. Although we have attempted to identify important
factors that could cause the actual results to differ materially, there may be
other factors that cause the forward-looking statements not to come true as
anticipated, believed, projected, expected or intended. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may differ materially from those described herein as
anticipated, believed, projected, estimated, expected or intended.

Critical Accounting Policies

Revenue Recognition. The Company recognizes revenue in compliance with
Staff Accounting Bulletin 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101 details four criteria that must exist before revenue is
recognized:

1. Persuasive evidence of an arrangement exits. Prior to shipment of
product, we require a signed purchase order and, with most customers, a down
payment toward the final invoiced price.

2. Delivery and performance has occurred. Unless the purchase order
requires specific installation or customer acceptance, we recognize revenue when
the product ships. If the purchase order requires specific installation or
customer acceptance, we recognize revenue when such installation or acceptance
has occurred. Title to the product passes to our customer upon shipment. This

revenue recognition policy does not differ among our various different product
lines. We guarantee the functionality of our product. If our product does not
function as marketed when received by the customer, we either make the necessary
repairs on site or have the product shipped to us for the repair work. Once the
product has been repaired and retested for functionality, it is re-shipped to
the customer. We provide warranties that generally extend for one year from the
date of sale. Such warranties cover the necessary parts and labor to repair the
product as well as any shipping costs that may be required. We maintain a
reserve for estimated warranty costs based on our historical experience and
management's current expectations.

3. The sales price is fixed or determinable. The purchase order
received from the customer includes the agreed-upon sales price. We do not
accept customer orders, and therefore do not recognize revenue, until the sales
price is fixed.

4. Collectibility is reasonably assured. With limited exceptions, we
require down payments on product prior to shipment. In some cases we require
payment in full prior to shipment. We also perform credit checks on new
customers and ongoing credit checks on existing customers. We maintain an
allowance for doubtful accounts receivable based on historical experience and
management's current expectations.

Recoverability of Inventory. Since our inception, we have purchased
several complete lines of inventory. In some circumstances we have been able to
utilize certain items acquired and others remain unused. On a quarterly basis,
we attempt to identify inventory items that have shown relatively no movement or
very slow movement. Generally, if an item has shown little or no movement for
over a year, it is determined not to be recoverable and a reserve is established
for that item. In addition, if we identify products that have become obsolete
due to product upgrades or enhancements, a reserve is established for such
products. We intend to make efforts to sell these items at significantly
discounted prices. If items are sold, the cash received would be recorded as
revenue, but there would be no cost of sales on such items due to the reserve
that has been recorded. At the time of sale, the inventory would be reduced for
the item sold and the corresponding inventory reserve would also be reduced.

Recoverability of Goodwill and Other Intangible Assets. Our intangible
assets consist of goodwill, product and technology rights, engineering and
design costs, and patent costs. Intangibles with a determined life are amortized
on a straight-line basis over their determined useful life and are also
evaluated for potential impairment if events or circumstances indicate that the
carrying amount may not be recoverable. Intangibles with an indefinite life,
such as goodwill, are not amortized but are tested for impairment on an annual
basis or when events and circumstances indicate that the asset may be impaired.
Impairment tests include comparing the fair value of a reporting unit with its
carrying net book value, including goodwill. To date, our determination of the
fair value of the reporting unit has been based on the estimated future cash
flows of that reporting unit.

Allowance for Doubtful Accounts. We record an allowance for doubtful
accounts to offset estimated uncollectible accounts receivable. Bad debt expense
associated with the increases in the allowance for doubtful accounts is recorded
as part of general and administrative expense. Our accounting policy generally
is to record an allowance for receivables over 90 days past due unless there is
significant evidence to support that the receivable is collectible.

General

The following Management's Discussion and Analysis of Financial
Condition and Results of Operations, contains forward-looking statements which
involve risks and uncertainty. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain
factors discussed in this section. Our fiscal year is from January 1 through
December 31.

We are engaged in the design, development, manufacture and sale of high
technology diagnostic and surgical eye care products. Given the "going concern"
status of Paradigm Medical, management has focused efforts on those products and
activities that will, in its opinion, achieve the most resource efficient
short-term cash flow. As seen in the results for the nine months ended September
30, 2003, diagnostic products have been the major focus and the Photon(TM) and
other extensive research and development projects have been put on hold pending
future evaluation when our financial position improves. We do not focus on a
specific diagnostic product or products but, instead, on this entire product

group. During the nine months ended September 30, 2003, management made certain
adjustments to the financial statements, including an increase in the reserve
for obsolete or estimated non- recoverable inventory of $382,000, a net increase
in the allowance for doubtful accounts receivable of $83,000, impairment of
fixed assets and intangibles of $159,000, and increases in accruals to settle
outstanding disputes in the amount of $443,000. Although management believes
these adjustments are sufficient, it will continue to monitor and evaluate our
financial position and the recoverability of our assets.

Our ultrasound diagnostic products include a P55 pachymetric analyzer,
a P37 Ultrasonic A/B Scan and a P40 UBM Ultrasound Biomicroscope, the technology
for which was acquired from Humphrey Systems in 1998. We introduced the P45 in
the fall of 2000, which combines the A/B Scan, and the biomicroscope in one
machine. In addition, we market our Blood Flow Analyzer(TM) acquired in the
purchase of Ocular Blood Flow Ltd. in June 2000. Other diagnostic products are
the Dicon(TM) Perimeter and the Dicon (TM) Corneal Topographer which were
acquired in the acquisition of Vismed d/b/a Dicon in June 2000. We purchased the
inventory, design and production rights of the SIStem(TM) from Mentor
Corporation in October 1999, which was designed to perform minimally invasive
cataract surgery. In November 1999, we entered into a Mutual Release and
Settlement Agreement with the manufacturer of the Precisionist
ThirtyThousand(TM) in which we purchased the raw material and finished goods
inventory to bring the manufacturing of this product in-house.

Because of the "going concern" status of the company, management has
focused efforts on those products and activities that will, in its opinion,
achieve the most resource efficient short-term cash flow to the company. As
reflected in the results for the quarter ended September 30, 2003, diagnostic
products are currently our major focus and the Photon(TM) and other extensive
research and development projects have been put on hold pending future
evaluation when the financial position of the company improves. Due to the lack
of current evidence to support recoverability, we have recorded an inventory
reserve to offset the inventory associated with the Precisionist Thirty
Thousand(TM) and the Photon(TM). We do not focus on a specific diagnostic
product or products but, instead, on this entire product group.

Activities for the nine months ended September 30, 2003, included sales
of the Company's products and related accessories and disposable products. In
March 2003, the Company named a new president and chief executive officer, Dr.
Jeffrey F. Poore. The Company named a new vice president of sales and marketing,
Ray Cannefax, during the first quarter of 2003 and a new vice president of
finance and chief financial officer, Gregory C. Hill, during the second quarter
of 2003. Mr. Hill resigned as vice president of finance and chief financial
officer on December 5, 2003.

Activities for the twelve months ended December 31, 2002 included sales
of our products and related accessories and disposable products. On May 7, 2002,
we received a letter from the FDA requesting further clinical information. We
are in the process of generating the additional clinical information in response
to the letter. We cannot market or sell the Photon(TM) in the United States
until FDA approval is granted. On November 4, 2002, we received FDA approval for
expanded indications of use of the Blood Flow Analyzer(TM) for pulsatile ocular
blood flow, volume and pulsatility equivalence index. Also, we are continuing
our efforts to educate the payers of Medicare claims throughout the country
about the Blood Flow Analyzer(TM), its purposes and the significance of our
performance in patient care in order to achieve reimbursements to the providers.
These efforts should lead to a more positive effect on sales.

In April 2001, we received written authorization from the CPT Editorial
Research and Development Department of the American Medical Association to use a
common procedure terminology or CPT code number 92120 for our Blood Flow
Analyzer(TM), for reimbursement purposes for doctors using the device. However,
certain insurance payers have elected not to reimburse doctors using the Blood
Flow Analyzer(TM). We believe the reasons why insurance payors initially elected
not to reimburse doctors using the CPT code were the relatively high volume of
claims that began to be submitted under CPT code number 92120 compared to the
limited volume of claims previously submitted under this code, and the time
consumed by the Blood Flow Analyzer(TM) test, which some payors may have
believed was less than what is allowed under CPT code number 92120. This trend
began shortly after insurance payors were presented with reimbursement requests
under this code, and we believe these reasons were the basis for the initiation
of non-payment.

The impact of this nonpayment by certain payors on our future
operations is a lower volume of sales, particularly in those states where
reimbursement is not yet approved or is delayed. Currently, there is
reimbursement by insurance payors in 22 states and partial reimbursement in four
other states. As insurance payors have the prerogative whether to provide
reimbursement to doctors using the Blood Flow Analyzer(TM), we are continuing to
work with insurance payors in states where there is no reimbursement to doctors
using the CPT code to demonstrate the value of the instrument. However, some
insurance payors are currently not providing reimbursement to doctors where a
regional or state administrator of medicare has elected not to provide medicare
coverage for the Blood Flow Analyzer(TM). We are continuing to work with the
regional and state administrators of medicare who have denied medicare coverage
for the Blood Flow Analyzer(TM) to demonstrate the value of the instrument.

There were a number of factors that contributed to the decrease in
sales of the Blood Flow Analyzer (TM) and other products. September 11, 2001,
the ensuing Afghanistan conflict, and the Iraq war had a significant impact on
our international sales. The U.S. recessionary economic trend has impacted our
domestic sales. Additionally, we are restructuring our sales organization and
sales channels by decreasing our direct sales force who are full-time employees
from 10 direct sales employees on January 1, 2003, to five direct sales
employees on December 31, 2003. The dependent sales force was reduced because we
do not have sufficient revenues to justify the larger direct sales force. We
have increased our efforts to sell our diagnostic products through independent
sales representatives and ophthalmic equipment distributors, which are paid
commissions only for their sales. As of September 30, 2003, we had six
independent sales representatives and equipment distributors in the United
States, all of whom have been recently hired, and 42 representatives and
distributors outside the United States. We hope to benefit from these recently
hired sales representatives and distributors in the United States as they gain
familiarity, through training, of our diagnostic products. Due to poor trade
show attendance, we exhibited at only two trade shows during the first half of
2003. Monitoring trade show attendance will determine whether we will exhibit at
future trade shows.

In April 2002, we announced the closure of our San Diego facility in
anticipation of the termination of the lease for that location. The operations
were transferred to the Salt Lake City facility. We incurred a reduction of
force of 28 San Diego personnel. The consolidation was intended to save costs
and to eliminate duplicities in functions and facilities that occurred with the
acquisition of Dicon. The cost of the consolidation was approximately $80,000.

In January 2002, we purchased certain assets and lease obligations of
Innovative Optics, Inc. by issuing an aggregate of 1,272,825 shares of our
common stock (636,412 shares are held in escrow pending the result of a project
to reduce the cost of the disposable razor blades utilized by the microkeratome,
which was acquired in the transaction), warrants to purchase 250,000 shares of
our common stock at $5.00 per share, exercisable over a period of three years
from the closing date, and $100,000 in cash. The transaction was accounted for
as a purchase in accordance with Statement of Financial Accounting Standards No.
141.

We acquired from Innovative Optics the raw materials, work in process
and finished goods inventories. Additionally, it acquired the patents and trade
name associated with the product, the furniture and equipment of Innovative
Optics used in the manufacturing process of the microkeratome console and the
inspection and packaging of the disposable blades. We subsequently issued
477,039 shares of common stock that were held in escrow at a value of $630,000,
based in the market price of such shares on the date of issuance. This amount
was charged to in-process research and development because the issuance of such
shares related to the continuing research and development of the microkeratome
blades.

We were unsuccessful in reducing the costs of the blade production
process and were unable to supply blades to the user base. We terminated our
marketing and sales efforts for the microkeratome, but we continue to search for
an alternative source of blades or a purchaser of the product line. Because we
determined that we could not manufacture the blades to support our customer base
at an economical cost, in accordance with Statement of Financial Accounting
Standards No. 142, due to the lack of projected future cash flows, during 2002
we recorded an impairment expense of $2,082,000 for the remaining book value of
property and equipment and intangible assets purchased from Innovative Optics.
In addition, we recorded an inventory reserve for the remaining inventory
purchased from Innovative Optics of approximately $160,000.

On September 19, 2002, we completed a transaction with International
Bio-Immune Systems, Inc., a Delaware corporation, in which we acquired
2,663,254, or 19.9%, of its outstanding shares and warrants to purchase
1,200,000 shares of its common stock at $2.50 per share for a period of two
years, through the exchange and issuance of 736,945 shares of our common stock,
the lending of 300,000 shares of our common stock to the company, and the
payment of certain of its expenses through the issuance of an aggregate of
94,000 shares of our common stock to the company and its counsel. The issuance
of 736,945 shares were valued based on the market price of our common stock on
the date of the transaction and resulted in an investment in International
Bio-Immune Systems, when combined with a cash investment of $65,000 made in
2000, of $879,000. The 300,000 shares were also valued at the market price on
the date of issuance and were recorded as a stock subscription receivable of
$294,000 because such shares will either be paid for or returned in the future.

International Bio-Immune Systems is a privately held biotechnology
based, cancer diagnostic and immunotherapy company, located in Great Neck, New
York, with potential clinically effective products for the diagnosis, treatment
and imaging of patients with major tumor types (e.g. colon, lung, cervix,

pancreas and breast). International Bio-Immune Systems does not produce
significant revenues as its products have not received FDA approval. Due to the
uncertainty of future cash flows and the fact that the products have not been
approved by the FDA, we were unable to support the value of the investment by
substantiated methods and determined that the likelihood of recovery of our
investment was remote. Therefore, in accordance with generally accepted
accounting principles, the investment of $879,000 was charged to impairment
expense.

The tragic events of September 11, 2001, the Afghanistan conflict and
the Iraq war combined with a recessionary trend in the economy have had a
negative effect on our sales. International attendance at the trade shows
following September 11, 2001, and through 2003 were down markedly. The absence
of these professionals eliminates many opportunities for us to demonstrate and
sell our products to this sector. It is difficult to quantify how much an effect
that these events have had on us, but we believe that we have suffered some
negative impact due to September 11, 2001, the Afghanistan conflict, the Iraq
war and the downturn in the economy in general, which may continue for an
indefinite period of time.

Results of Operations

Nine Months Ended September 30, 2003, Compared to Nine Months Ended
September 30, 2002

Net sales decreased by $1,669,000, or 43%, to $2,225,000 for the nine
months ended September 30, 2003, from $3,894,000 for the comparable period in
2002. Sales of the Company's diagnostic products were $1,750,000, or 79% of
total revenues, during the first nine months of 2003 compared with $2,563,000,
or 66% of total revenues, for the comparable period of 2002. Sales of surgical
products totaled $94,000, or 4% of total revenues, for the first nine months of
the current year in comparison with $238,000, or 6%, of total revenues in the
comparable period of 2002. In the first nine months of 2003 sales of the P40 UBM
Ultrasound Biomicroscope were $421,000, or 19% of total revenues, compared to
$868,000, or 22% of total revenues, in the same period of 2002. Sales from the
Blood Flow Analyzer(TM) increased by $2,000 to $297,000, or 13% of total
revenues, during the first three quarters of 2003 compared with $295,000, or 8%
of total revenues, in the same period of last year. During the first nine months
of 2003 sales from other ultrasonic products totaled $222,000, or 10% of total
revenues, compared with $452,000, or 12% of total revenues, in the same period
last year. Sales of the perimeter and corneal topographer generated $808,000, or
36% of total revenues, in the first three quarters of 2003 compared with
$948,000, or 24% of total revenues, during the same period of 2002.

There were a number of material reasons that contributed to the
decrease in sales during the nine months ended September 30, 2003, compared to
the same period of 2002. Along with generally weak economic conditions in the
United States, we initiated the restructuring of our sales organization and the
development of new sales channels during the nine months ended September 30,
2003. During the first three months of 2003, we reduced our direct sales force
from ten representatives to three representatives, and during the remainder of
the first nine months of 2003 there were only three direct sales representatives
compared to ten direct sales representatives during the comparable period of
2002. International sales were impacted by weakness in the economies of the
large industrial countries and by the residual impact of the Afghanistan
situation, which had a negative impact on sales to the Middle East, Pakistan,
India and other countries in that region. The decrease in sales of the P40
Ultrasound Biomicroscope as well as other products were the direct result of the
restructuring of the sales and marketing organization. With respect to the
decrease in sales of the Biomicroscope, there has not been an increase in price,
competition remains similar to what it has been previously, and there are no
other particular factors of which we are aware. This restructuring has
significantly reduced our sales expenses and funds dedicated to marketing. In
addition, the sales channels have been altered to include distributor and
independent sale representatives instead of relying more on a direct sales
force. Domestic and international sales have also decreased as a result of the
global financial markets declines beginning in 2000 and the adverse impact of
the events of September 11, 2001.

The decrease in sales of the P40 Ultrasound Biomicroscope as well as
other products were the direct result of the restructuring of the sales and
marketing organization. As to the decrease in sales of the Ultrasonic
Biomicroscope, there has not been an increase in price, competition remains
similar to what it has been previously, and there are no other particular
factors of which we are aware. This restructuring has significantly reduced our

sales expenses and funds dedicated to marketing. In addition, the sales channels
have been altered to include distributor and independent sale representatives
instead of relying exclusively on a direct sales force. Domestic and
international sales have also decreased as a result of the global financial
markets declines beginning in 2000 and the adverse impact of the events of
September 11, 2001.

Other reasons for the decrease in sales were the uncertainties
resulting from our efforts to reduce costs and constraints on availability of
funds that reduced our ability to upgrade and enhance our products and pursue
further regulatory approvals for our products. Additionally, changes in the
exchange rate between these periods have generally made our products more
expensive to customers outside of the United States. Our objective is to focus
our sales efforts on the products with the highest potential for sales and
strong margins.

Gross profit for the nine months ended September 30, 2003 was 44% of
total revenues, compared to 43% for the same period in 2002. Cost of goods sold
for the nine months ended September 30, 2003 was $1,237,000 as compared to
$2,738,000 for the same period in 2002, a reduction of $1,501,000. Cost of goods
sold for the nine months ended September 30, 2003 included an increase in the
reserve for obsolete or estimated non-recoverable inventory of $382,000. Cost of
goods sold for the nine months ended September 30, 2002, included an increase in
the reserve for obsolete or estimated non-recoverable inventory of $500,000.
Since its inception, we have purchased several complete lines of inventory.
While our initial intention was to utilize the substantial majority of inventory
acquired in the manufacture of its products, in some circumstances we have been
unable to utilize certain items acquired.

Marketing and selling expenses decreased by $1,670,000, or 70%, to
$711,000 for the nine months ended September 30, 2003, from $2,381,000 for the
comparable period in 2002 due primarily to the lower headcounts of sales persons
and travel related and associated sales expenses.

General and administrative expenses decreased by $1,053,000, or 36%, to
$1,867,000 for the nine months ended September 30, 2003, from $2,920,000 for the
same period in 2002, reflecting the results of the Company's efforts to reduce
costs, specifically costs associated with maintaining two manufacturing
facilities and consulting costs. As noted above, in April 2002, we announced the
closure of its San Diego facility in anticipation of the termination of the
lease for that location. All operations associated with the San Diego facility
were transferred to the Salt Lake City facility. We incurred a reduction of
force of 28 San Diego personnel. The consolidation was intended to save costs
and to eliminate duplicities in functions and facilities that occurred with the
acquisition of Dicon. The cost of the consolidation was approximately $80,000.
We believe that the annual cost savings of the closure of the San Diego facility
are approximately $2 million. Consulting expenses decreased from approximately
$1,280,000 for the nine months ended September 30, 2002 to approximately
$232,000 in the same period in 2003. Depreciation and amortization expense,
which includes amortization of leasehold improvements, decreased by
approximately $128,000, or 32%, to $268,000 during the first nine months of 2003
compared to the same period of last year. General and administrative expenses
for the nine months ended September 30, 2003, included $83,000 for additions to
the allowance for doubtful accounts and increases in accruals of $443,000 to
settle outstanding disputes.

In addition, general and administrative expense for the nine months
ended September 30, 2003, included $190,000 for 1,262,000 shares of common stock
issued to settle potential litigation. The 1,262,000 common shares were issued
to six investors due to a dispute arising from a private offering that was
completed on January 22, 2003. We agreed to issue the shares to the investors in
the offering at $.25 per share rather than $.50 per share, the original offering
price (or an additional 1,262,000 shares) to resolve a dispute with the
investors concerning certain statements made by a former officer in connection
with the sale of said shares.

Research, development and service expenses decreased by $1,660,000, or
68%, to $789,000 for the nine months ended September 30, 2003, from $2,449,000
for the same period in 2002. This decrease was mainly due to the issuance of
common stock to Innovative Optics in the quarter ended September 30, 2002, which
was valued at $630,000 and expensed as in-process research and development
costs. Expenses associated with the development of new products during the first
nine months of 2003 decreased compared to the same period in 2002 as a
consequence of the Company's efforts to reduce costs and focus on products that
are fully developed and have the highest potential for sales and strong margins.

Impairment of assets was $159,000 for the nine months ended September
30, 2003, compared to $700,000 recorded in the same period of 2002. The
impairment expense for the first nine months of 2003 was due to a reserve
established for anticipated asset disposals and a reduction in the value of
certain intangible assets based on their currently estimated fair value. The
impairment expense for the nine months ended September 30, 2002, was due to an
evaluation by us of our intangible assets, namely goodwill, resulting in a
charge of $700,000 as a write down of the goodwill.

Other income and (expense) increased by $270,000 to income of $233,000
for the nine months ended September 30, 2003, from expense of $(37,000) for the
same period in 2002. During the first nine months of 2003 interest income was
$3,000 compared with $6,000 during the same period of 2002, and other income was

$247,000 compared with expense of $(6,000) during the comparable period in 2002.
During the nine months ended September 30, 2003, other income included a gain of
$188,000 on discounted settlements of accounts payable and obligations, a gain
of $22,000 from reversing an overaccrual of fees related to prior years, and a
gain of $37,000 associated with the settlement of litigation. We had a $20,000
reduction in interest expense to $(17,000) in the nine months ended September
30, 2003, from $(37,000) in the same period of 2002 due to a decrease in
interest expense related to capital leases.

Fiscal Year Ended December 31, 2002 Compared to Fiscal Year Ended
December 31, 2001

Consolidated sales for the twelve months ended December 31, 2002 were
$5,368,000 compared to $7,919,000 for the same period for 2001, approximately a
32% decrease due principally to a decline in sales of the Blood Flow
Analyzer(TM). We have experienced a general decline in sales during 2002. The
reduction of our domestic sales force, competition and the downturn in the
economy are all factors contributing to the decline in sales. Additionally,
certain payers have elected not to reimburse the doctors per the common
procedure terminology or CPT code assigned to us by the American Medical
Association, which has caused decreased sales of the Blood Flow Analyzer(TM) in
2002.

There were a number of material reasons that contributed to the
decrease in sales during fiscal year 2002 compared to fiscal 2001. Along with
generally weak economic conditions in the United States, we initiated a major
restructuring of our sales organization and the development of new sales
channels during 2002. International sales were impacted by the weak economies of
the large industrial countries and by the residual impact of the Afghanistan
situation, which had a negative impact on sales to the Middle East, Pakistan,
India and other countries in that region. Other reasons for the decrease in
sales were the uncertainties resulting from our efforts to reduce costs and
constraints on availability of funds that reduced our ability to upgrade and
enhance our products and pursue further regulatory approvals for products.
Additionally, changes in the exchange rate in 2002 compared with 2001 generally
made our products more expensive to customers outside of the United States.

The revenues generated from sales of the Blood Flow Analyzer(TM) were
$458,000 and slightly less than $2,000,000, or 9% and 25% of total revenues for
2002 and 2001, respectively. On November 4, 2002, we received FDA approval for
expanded indications of use of the Blood Flow Analyzer(TM) for pulsatile ocular
blood flow, volume and pulsatility equivalence index. Also, we are continuing
our aggressive campaign to educate the payers about the Blood Flow Analyzer(TM),
its purposes and the significance of its performance in patient care in order to
achieve reimbursements to the providers. This effort should have a positive
effect on sales.

Sales of the P40 UBM Ultrasound Biomicroscope were approximately
$1,303,000 during 2002, or 24% of total annual revenues, compared to sales of
$1,584,000, or 20% of total revenues for the same period of 2001. Revenues from
the ultrasonic product line, not including the Biomicroscope, totaled
approximately $606,000 during 2002, or 11% of total annual revenues, compared to
$647,000, or 8% of total revenues for the same period last year. We have seen a
recent interest in certain of our ultrasound products and are endeavoring to
take advantage of this interest to the best of our capabilities.

Sales of the perimeter and corneal topographer decreased by $649,000,
from $2,128,000 in 2001, or 27% of total revenues to $1,479,000, or 28% of total
revenues. The perimeter and corneal topographer, both mature products, declined
in sales in 2002 from those in 2001 by approximately 30%. One of the strategies
of the Dicon/Paradigm merger in June of 2000 was to piggyback these products
with the phaco surgical line to achieve penetration into the ophthalmic market,
in addition to the optometric market, resulting in a growth in the sales of the
Dicon products. This anticipated growth has not occurred and may continue to
decrease in the future or remain at a lower level than originally expected.

The phaco surgical line accounted for approximately $245,000, 5% of
total revenues for the twelve months ended December 31, 2002 compared to
$594,000, or 8% of total revenues for the same period in 2001. We concentrated
much of our marketing focus on our diagnostic products (Blood Flow Analyzer(TM)
and the P40 UBM Ultrasound Biomicroscope Workstation or P45) during 2002 and
2001. We also continued aggressively in our efforts to obtain FDA approval for
our Photon(TM) laser system. We sold one Photon(TM) laser system in 2002 and
none in 2001. The Photon(TM) cannot be sold within the United States until FDA
approval is received. International sales of the Photon(TM) have not occurred
due in part to the lack of FDA approval. Although not required in the
international market, we believe many potential customers rely on the FDA
approval of products before purchasing. Due to the lack of such approval and the
lack of current evidence to support recoverability, we have recorded an
inventory reserve to offset the majority of the inventory associated with the
Photon(TM).

Cost of sales for the year ended December 31, 2002 were $4,210,000 as
compared to $4,370,000 in the comparable period for 2001, a decline of $160,000.
The gross profit on sales for the fiscal year 2002 was approximately 22 %
compared to 45% for the same period in 2001. The profit margin decline can be
attributed principally to an increase of $1,755,000 in the reserved for obsolete
inventory. Due to the lack of significant sales volume of certain products, many
inventory items were reduced in cost to reflect obsolescence, technological
advances and product enhancements. Of this amount, approximately $160,000
related to inventory purchased from Innovative Optics in 2002, and the remainder
was mainly related to the Mentor surgical line of products, namely the SIStem,
Odyssey and the Surg-E-trol, which have not experienced significant sales in
2002 and 2001. Since our inception, we have purchased several complete lines of
inventory, such as the Mentor surgical line. While our initial intention was to
utilize the substantial majority of inventory acquired in the manufacture of our
products, in some circumstances we have been unable to utilize certain items
acquired.

On a quarterly basis, we attempt to identify inventory items that have
shown relatively no movement or very slow movement. Generally, if an item has
shown little or no movement for over a year, it is determined not to be
recoverable and a reserve is established for that item. In addition, if we
identify products that have become obsolete due to product upgrades or
enhancements, a reserve is established for such products. Such analysis resulted
in a material increases in the reserve for obsolete or estimated non-recoverable
inventory in 2002. There can be no assurance that we will not identify further
obsolete inventory due to significant declines in sales of certain products or
technological advances of products in the future. We intend to make efforts to
sell these items at significantly discounted prices. If items are sold, the cash
received would be recorded as revenue, but there would be no cost of sales on
such items due to the reserve that has been recorded. At the time of sale, the
inventory would be reduced for the item sold and the corresponding inventory
reserve would also be reduced. We do not expect the sales of these items to be
significant in the future. During 2002, we also reduced sales prices during the
year in an attempt to increase sales, which has reduced our margins.
International sales contributed a greater portion in 2002, compared to 2001,
which sales also produce lower gross margins.

Marketing and selling expenses decreased $1,967,000, or 41%, to
$2,795,000 for the twelve months ended December 31, 2002 from $4,762,000 for the
comparable period in 2001. Our sales force decreased to five domestic sales
people during 2002 resulting in a reduction of personnel and travel costs of
$1,356,000 from the prior year. Marketing efforts were reduced, including the
number of trade shows attended, which resulted in a cost reduction of $611,000
during the fiscal year ended December 31, 2002, compared to the same period in
2001.

General and administrative expenses decreased by $1,423,000, or 28%, to
$3,702,000 for the 2002 fiscal year from $5,125,000 for the comparable period in
2001, due principally to our ongoing efforts to reduce costs, primarily in the
areas of maintaining two manufacturing facilities and consulting expenses.
During 2002, we closed our San Diego manufacturing facility and consolidated
operations in our Salt Lake City facility. This resulted in a reduced workforce
of 28 individuals. Payroll related costs included in general and administrative
expense decreased by approximately $197,000 during the twelve months ended
December 31, 2002 compared to the same period in 2001 reflecting our reduced
number of employees. In addition, our efforts to reduce consulting expense
resulted in a decrease of $932,000 in 2002 as compared with 2001. In the past,
we have relied heavily on consultants for research and development, financing
activities, marketing, accounting, and other administrative functions. We have
made efforts to minimize the use of such consultants and use the abilities of
our trained employees and board members to accomplish many of the tasks
previously performed by consultants. Travel related costs declined $139,000 and
general operating costs were reduced by $169,000 due principally to the
reduction of personnel and the closure of the San Diego facility.

Research, development and service expenses (which includes production
and manufacturing support and the service department expenses) decreased by
$128,000, or 4%, to $2,819,000 for the twelve months ended December 31, 2002
from $2,947,000 for the same period in 2001. The closure of the San Diego office
resulted in lower payroll related expenses of $927,000 in 2002 compared to the
same period in 2001. Pursuant to the asset purchase agreement with Innovative
Optics, Inc., we issued 477,000 shares of common stock, which was valued at
$630,000 based upon the current market value of the stock at the time of issue.
This amount was recorded as in-process research and development costs related to
the blade cost reduction project. No such expense was recorded in 2001.
Consulting fees related to software development and enhancements increased by
$71,000 during 2002 compared to the year ended December 31, 2001.

We recognized impairment expenses of $2,961,000 during the year ended
December 31, 2002, principally due to the requirements of SFAS No. 142, which
requires impairment of intangible assets if the valuation cannot support the

asset value recorded. The impairment of $2,961,000 consisted of $1,419,000 of
goodwill obtained in the acquisition of Innovative Optics; $530,000 related to
patents, rights, and trade name acquired from Innovative Optics; $98,000 of
additional costs capitalized in connection with the acquisition of Innovative
Optics; $30,000 of property and equipment acquired from Innovative Optics; our
investment in International Bio-Immune Systems of $879,000; and $5,000 of costs
related to unissued patents.

We acquired the assets of Innovative Optics, Inc. in January 2002. The
principal product was a microkeratome with the corresponding disposable blades.
This acquisition resulted in goodwill of $1,419,000 and other intangible assets
of $530,000. During our third quarter, based on the work performed in efforts to
reduce the cost of manufacture of the microkeratome blades, it became evident
that our earlier cash flow projections were too high. Accordingly, we revised
the projections to reflect management's best estimates of future cash flows as
of September 30, 2002. This revision in estimated future cash flows resulted in
an impairment expense during the third quarter of $700,000 to the goodwill
related to the Innovative Optics acquisition. During the fourth quarter we were
unsuccessful in producing the blades for the user base at a cost that was
economically feasible and the original manufacturing process proved unworkable
and unprofitable. We decided not to continue supporting the product, thus
creating an event that resulted in a complete impairment of the goodwill, other
intangible assets, property and equipment, and other capitalized intangible
costs of $2,077,000. To date, we have analyzed impairment charges based on a
cash flow projection analysis as allowed under SFAS 142. Due to our decision to
not continue with development, marketing, and sale of the microkeratome blade,
we revised our initial cash flow projections related to the assets acquired from
Innovative Optics to $0. Therefore, an impairment charge for the net book value
of all assets acquired in connection with Innovative Optics was recorded. This
resulted in an impairment charge of $1,377,000 in the fourth quarter. The total
impairment expense recorded in 2002 related to assets acquired from Innovative
Optics was $2,077,000.

On September 19, 2002, we completed a transaction with International
Bio-Immune Systems, Inc., a Delaware corporation, in which we acquired
2,663,254, or 19.9% of the outstanding shares of its common stock, and warrants
to purchase 1,200,000 shares of its common stock at $2.50 per share for a period
of two years, through the exchange and issuance of 736,945 shares of our common
stock, the lending of 300,000 shares of our common stock to the company, and the
payment of certain of its expenses through the issuance of an aggregate of
94,000 shares of our common stock to the company and its counsel. The issuance
of 736,945 shares were valued on the basis of the market price of our common
stock on the date of the transaction and resulted in an investment in
International Bio-Immune Systems, when combined with a cash investment of
$65,000 made in 2000, of $879,000. The 300,000 shares were also valued at the
market price on the date of issuance and were recorded as a stock subscription
receivable of $294,000 because such shares will either be paid for or returned
in the future.

International Bio-Immune Systems is a privately held biotechnology
based, cancer diagnostic and immunotherapy company with potential clinically
effective products for the diagnosis, treatment and imaging of patients with
major tumor types (e.g., colon, lung, cervix, pancreas and breast). The company
is located in Great Neck, New York. It does not produce significant revenues as
its products have not received FDA approval. Due to the uncertainty of future
cash flows and the fact that the products have not been approved by the FDA, we
were unable to support the value of the investment by substantiated methods and
determined that the likelihood of recovery of the investment was remote.
Therefore, in accordance with generally accepted accounting principles, the
investment of $879,000 was charged to impairment expense.

Net interest expense was $36,000 during 2002 compared to net interest
income of $7,000 for the twelve months ended December 31, 2001 due to interest
expense incurred from capital leases for the purchase of certain fixed assets
and due to smaller amounts of cash on deposit during 2002. Other expense
included a charge to expense in 2001of $812,000 representing the value of the
350,000 shares of common stock issued to Mentor in settlement of a dispute
concerning whether the 485,751 shares of our common stock issued to Mentor
Corporation pursuant to an asset purchase transaction were required to have been
registered in our registration statement declared effective on January 5, 2000.

We incurred a net loss of $11,155,000, or ($.63) per share based upon
17,736,000 weighted average shares outstanding for the year ended December 31,
2002. This compares to a net loss applicable to common shareholders of
$10,143,000, or ($.98) per share, based on 13,245,000 weighted average shares
outstanding for the year ended December 31, 2001. For the year ended December
31, 2001, the net loss attributable to common shareholders included a reduction
of $2,901,000 in connection with two private placements offered by us in 2001
($2,587,000 was attributable to the beneficial conversion feature included in
the Series E and Series F Preferred Stock offerings and $314,000 represented the
computed value of the warrants associated with the Series E Preferred Stock
offering). No such calculation was included in the net loss for the fiscal year

2002. The net loss for 2002 included $2,961,000 of impairment expense due
principally to the write down of intangible assets in excess of current
valuation.

Liquidity and Capital Resources

We used $712,000 cash in operating activities for the nine months ended
September 30, 2003, compared to $2,497,000 for the nine months ended September
30, 2002. The reduction in cash used by operating activities for the first nine
months of 2003 was primarily attributable to reduced operating costs, including
the closure of the San Diego facility, as well as other savings resulting from
our ongoing efforts to substantially reduce costs and management of its current
assets and current liabilities. We generated $5,000 from investing activities
for the nine months ended September 30, 2003, compared to cash used of $238,000
in the same period in 2002. Cash used in investing activities in the first nine
months of 2002 was primarily due to the cash paid in the acquisition of certain
assets of Innovative Optics and capital equipment. Net cash provided by
financing activities was $726,000 for the nine months ended September 30, 2003
versus $518,000 in the same period in 2002. During the nine months ended
September 30, 2003, we raised approximately $84,000 through a $20,000,000 equity
line of credit under an investment banking arrangement and $699,000 through
private placements from the sale of the Company's common stock and Series G
preferred stock and warrants. However, the equity line of credit is not
currently available as a source of equity because a registration statement is
not currently effective registering the shares issuable under the equity line of
credit. In the past, we have relied heavily upon sales of our common and
preferred stock to fund operations. There can be no assurance that such equity
funding will be available on terms acceptable to us in the future.

We will continue to seek funding to meet our working capital
requirements through collaborative arrangements and strategic alliances,
additional public offerings and private placements of our securities, and bank
borrowings. We are uncertain whether or not the combination of existing working
capital, benefits from sales of our products and the private equity line of
credit will be sufficient to assure continued operations through December 31,
2003. As of September 30, 2003, we had accounts payable of $596,000, a
significant portion of which is over 90 days past due. We have contacted many of
the vendors or companies that have significant amounts of payables past due in
an effort to delay payment, renegotiate a reduced settlement payment, or
establish a longer- term payment plan. While some companies have been willing to
renegotiate the outstanding amounts, others have demanded payment in full. Under
certain conditions, including but not limited to judgments rendered against us
in a court of law, a group of creditors could force us into bankruptcy due to
our inability to pay the liabilities arising out of such judgments at that time.
In addition to the accounts payable noted above, we also have noncancellable
capital lease obligations and operating lease obligations that require the
payment of approximately $103,000 in 2003, $51,000 in 2004, $38,000 in 2005, and
$14,000 in 2006.

We have taken numerous steps to reduce costs and increase operating
efficiencies. These steps consist of the following:

1. We closed our San Diego facility. In so doing, numerous
manufacturing, accounting and management responsibilities were consolidated. In
addition, such closure resulted in significant headcount reductions as well as
savings in rent and other overhead costs.

2. We have significantly reduced the use of consultants, which has
resulted in a large decrease to these expenses.

3. We have reduced our direct sales force to five representatives,
which has resulted in less payroll, travel and other selling expenses.

Because we have significantly fewer sales representatives, our ability
to generate sales has been reduced.

At September 30, 2003, we had net operating loss carryforwards of
approximately $40,000,000 and research and development tax credit carry-forwards
of approximately $78,000. These loss carryforwards are available to offset
future taxable income, if any, and have begun to expire in 2001 and extend for
twenty years. Our ability to use net operating loss carryforwards to offset
future income is dependant upon certain limitations as a result of the pooling
transaction with Vismed and the tax laws in effect at the time of the loss
carryforwards can be utilized. The Tax Reform Act of 1986 significantly limits
the annual amount that can be utilized for certain of these loss carryforwards
as a result of change of ownership.

As of September 30, 2003, we had raised approximately $1,584,000
through a $20,000,000 equity line of credit under an investment banking
arrangement. As of September 30, 2003, approximately $18,416,000 was available
under the equity line of credit. However, the equity line of credit expired by
its terms on December 8, 2003, but we are currently in the process of renewing
the agreement. Moreover, the equity line of credit is currently unavailable as a

source of equity because there is currently no registration statement that is
effective registering the shares of our common stock that may be sold under the
equity line of credit. In the past, we have relied heavily upon sales of our
common and preferred stock to fund operations. There can be no assurance that
such equity funding will be available on terms acceptable to us in the future.
We will continue to seek funding to meet our working capital requirements
through collaborative arrangements and strategic alliances, additional public
offerings and/or private placements of its securities or bank borrowings. We are
uncertain whether or not the combination of existing working capital, benefits
from sales of our products and the private equity line of credit will be
sufficient to assure our operations through December 31, 2003.

We have taken measures to reduce the amount of uncollectible accounts
receivable such as more thorough and stringent credit approval, improved
training and instruction by sales personnel, and frequent direct communication
with the customer subsequent to delivery of the system. The allowance for
doubtful accounts was 27% of total outstanding receivables as of December 31,
2002 and 38% as of September 30, 2003. Much of the increase in the allowance
relates to our outstanding receivable balance pertaining to our international
dealers. The downturn in the economy worldwide has resulted in increased
difficulty in collecting certain accounts. Certain international dealers have
some aged unpaid invoices that have not been resolved. We have addressed our
credit procedures and collection efforts and have instituted changes that
require more payments at the time of sale via letters of credit and not on a
credit term basis. We intend to continue our efforts to reduce the allowance as
a percentage of accounts receivable. While the allowance as a percentage of
accounts receivable has grown, it is mainly a result of the significant decline
in sales. The total amount of the allowance has increased from $347,000 at
December 31, 2002, to $429,000 at September 30, 2003. The majority of the
receivables included in the allowance for doubtful accounts are a result of
sales before we implemented the various changes to improve the collectibility of
our receivables. During 2002, we had a net recovery of receivables previously
allowed for of $23,000 and during the nine months ended September 30, 2003, we
added a net of $83,000 to the allowance for doubtful accounts. We believe that
by requiring a large portion of payment prior to shipment, we have greatly
improved the collectibility of our receivables.

We carried an allowance for obsolete or estimated non-recoverable
inventory of $2,508,000 at September 30, 2003, and $2,126,000 as of December 31,
2002, or approximately 57% and 45% of total inventory, respectively. This
inventory reserve was increased by $382,000 in the first nine months of 2003 and
$1,755,000 during 2002 mainly due to sales declines and the discontinuance of
the microkeratome purchased from Innovative Optics in 2002. Our means of
expansion and development of product has been largely from acquisition of
businesses, product lines, existing inventory, and the rights to specific
products. Through such acquisitions, we have acquired substantial inventory,
some of which the eventual use and recoverability was uncertain. In addition, we
have a significant amount of inventory relating to the Photon(TM) laser system,
which does not yet have FDA approval in order to sell the product domestically.
Therefore, the allowance for inventory was established to reserve for these
potential eventualities.

On a quarterly basis, we attempt to identify inventory items that have
shown relatively no movement or very slow movement. Generally, if an item has
shown little or no movement for over a year, it is determined not to be
recoverable and a reserve is established for that item. In addition, if we
identify products that have become obsolete due to product upgrades or
enhancements, a reserve is established for such products. We intend to make
efforts to sell these items at significantly discounted prices. If items are
sold, the cash received would be recorded as revenue, but there would be no cost
of sales on such items due to the reserve that has been recorded. At the time of
sale, the inventory would be reduced for the item sold and the corresponding
inventory reserve would also be reduced. During the fourth quarter of 2003, we
sold all inventory and rights associated with the Phaco SIStem(TM) and
Odyssey(TM) for $125,000. Because the full amount of inventory related to the
SIStem(TM) and Odyssey(TM) had been fully reserved, no cost of sales were
recorded in connection with this sale, thus resulting in gross profit equal to
the sales price of $125,000. We do not expect the sales of these items, if any,
to be significant in the future.

At this time, our Photon(TM) Laser Ocular Surgery Workstation requires
additional development and regulatory approvals. Any possible future efforts to
complete development of the Photon(TM) and obtain the necessary regulatory
approvals would depend on our economic evaluations and adequate funding. If
these efforts were undertaken but proved to be unsuccessful, the impact would
include the costs associated with these efforts and the anticipated future
revenues that we would not receive as expected. We are unable to provide a
detailed estimate of possible liquidity needs and expected sources of funds for
possible future efforts to complete development of the Photon(TM) and obtain the
necessary regulatory approvals since this estimate would depend on a
comprehensive economic evaluation.

Effect of Inflation and Foreign Currency Exchange

We have not realized a reduction in the selling price of our products
as a result of domestic inflation. Nor have we experienced unfavorable profit
reductions due to currency exchange fluctuations or inflation with its foreign
customers. All sales transactions to date have been denominated in U.S. Dollars.

Impact of New Accounting Pronouncements

In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." Statement of Financial
Accounting Standards 149 provides for certain changes in the accounting
treatment of derivative contracts. Statement of Financial Accounting Standards
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except for certain provisions that relate to SFAS No. 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
which should continue to be applied in accordance with their respective
effective dates. The guidance should be applied prospectively. We anticipate
that the adoption of Statement of Financial Accounting Standards No. 149 will
not have a material impact on our consolidated financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This new
statement changes the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. It requires that those
instruments be classified as liabilities in balance sheets. Most of the guidance
in Statement of Financial Accounting Standards 150 is effective for all
financial instruments entered into or modified after May 31, 2003. We anticipate
that the adoption of Statement of Financial Accounting Standards 150 will not
have a material impact on our consolidated financial statements.

The Emerging Issues Task Force issued EITF No. 00-21, "Revenue
Arrangements with Multiple Deliverables" addressing the allocation of revenue
among products and services in bundled sales arrangements. EITF 00-21 is
effective for arrangements entered into in fiscal periods after June 15, 2003.
We do not expect the adoption of EITF 00-21 to have a material impact on our
financial position or future operations.

In April 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 145, "Rescission of FASB
Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This statement requires the classification of gains or losses from
the extinguishments of debt to meet the criteria of Accounting Principles Board
Opinion No. 30 before they can be classified as extraordinary in the income
statement. As a result, companies that use debt extinguishment as part of their
risk management cannot classify the gain or loss from that extinguishment as
extraordinary. The statement also requires sale-leaseback accounting for certain
lease modifications that have economic effects similar to sale-leaseback
transactions. We do not expect the adoption of Statement No. 145 to have a
material impact on our financial position or future operations.

In June 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities." This standard, which is effective for exit or
disposal activities initiated after December 31, 2002, provides new guidance on
the recognition, measurement and reporting of costs associated with these
activities. The standard requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date the
company commits to an exit or disposal plan. We do not expect the adoption of
Statement of Financial Accounting Standards No. 146 to have a material impact on
our financial position or future operations.

In December 2002, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of Financial Accounting
Standards Board Statement No. 123," which is effective for all fiscal years
ending after December 15, 2002. Statement No. 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation under Statement No. 123 from
the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25. Statement 148 also changes the disclosure
requirements of Statement No 123, requiring a more prominent disclosure of the
pro-forma effect of the fair value based method of accounting for stock-based
compensation. We do not expect the adoption of Statement No. 148 to have a
material impact on our financial position or future operations.

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Ethics, which
addresses consolidation by business enterprises of variable interest entities.
Interpretation No. 46 clarifies the application of Accounting Research Bulletin
No. 51, Consolidated Financial Statements, to certain entities in which equity
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
Interpretation No. 46 applies immediately to variable interest entities created
after January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before February
1, 2003. We do not expect to identify any variable interest entities that must
be consolidated. In the event a variable interest entity is identified, we do
not expect the requirements of Interpretation No. 46 to have a material impact
on our financial condition or future operations.

In November 2002, the Financial Accounting Standards Board issued
Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others.
Interpretation No. 45 requires certain guarantees to be recorded at fair value,
which is different from current practice to record a liability only when a loss
is probable and reasonably estimable, as those terms are defined in Financial
Accounting Standard Board Statement No. 5, Accounting for Contingencies.
Interpretation No. 45 also requires us to make significant new disclosures about
guarantees. The disclosure requirements of Interpretation No. 45 are effective
for us in the first quarter of fiscal year 2003. Interpretation No. 45's initial
recognition and initial measurement provisions are applicable on a prospective
basis to guarantees issued or modified after December 31, 2002. Our previous
accounting for guarantees issued prior to the date of the initial application of
Interpretation No. 45 will not be revised or restated to reflect the provisions
of Interpretation No. 45. We do not expect the adoption of Interpretation No. 45
to have a material impact on our consolidated financial position, results of
operations or cash flows.

BUSINESS

General

We develop, manufacture, source, market and sell ophthalmic surgical
and diagnostic instrumentation and related accessories, including disposable
products. Our surgical equipment is designed for minimally invasive cataract
treatment. We market two cataract surgery systems with related accessories and
disposable products. Our cataract removal system, the Photon(TM) laser system,
is a laser cataract surgery system marketed as the next generation of cataract
removal. Because of the "going concern" status of the company, management has
focused efforts on those products and activities that will, in its opinion,
achieve the most resource efficient short-term cash flow to the company. As
reflected in the results for the quarter ended September 30, 2003, diagnostic
products are currently our major focus and the Photon(TM) and other extensive
research and development projects have been put on hold pending future
evaluation when the financial position of the company improves. Due to the lack
of FDA approval and the lack of current evidence to support recoverability, we
have recorded an inventory reserve to offset the majority of the inventory
associated with the Photon(TM). In addition, most inventory associated with the
Precisionist Thirty Thousand(TM) has been reserved for due to the estimated lack
of recoverability. Our focus is not on any specific diagnostic product or
products, but rather on our entire group of diagnostic products. The Photon(TM)
can be sold in markets outside of the United States. Both the Photon(TM) and the
Precisionist ThirtyThousand (TM) are manufactured as an Ocular Surgery
Workstation(TM). We are considering marketing the Photon(TM) and other lasers
for use in eye care.

Our diagnostic products include a pachymeter, a P55 pachymetric
analyzer, a P37 Ultrasonic A/B Scan, a P40 UBM Ultrasound Biomicroscope, a
perimeter, a corneal topographer and the Blood flow Analyzer(TM). The diagnostic
ultrasonic products including the P55 pachymetric analyzer, the P37 Ultrasonic
A/B Scan and the P40 UBM Ultrasound Biomicroscope were acquired from Humphrey
Systems, a division of Carl Zeiss in 1998. We developed and offered for sale in
the fall of 2000 the P45, which combines the P37 Ultrasonic A/B Scan and the UBM
biomicroscope in one machine. The perimeter and the corneal topographer were
added when we acquired the outstanding shares of the stock of Vismed, Inc.
d/b/a/ Dicon(TM) in June 2000. We purchased Ocular Blood Flow, Ltd. in June 2000
whose principal product is the Blood Flow Analyzer(TM). This product is designed
for the measurement of intraocular pressure and pulsatile ocular blood flow
volume for detection and treatment of glaucoma. We are currently developing
additional applications for all of its diagnostic products.

A cataract is a condition, which largely affects the elderly
population, in which the natural lens of the eye hardens and becomes cloudy,
thereby reducing visual acuity. Treatment consists of removal of the cloudy lens
and replacement with a synthetic lens implant, which restores visual acuity.
Cataract surgery is the single largest volume and revenue producing outpatient
surgical procedure for ophthalmologists worldwide. The Health Care Finance
Administration reports that in the United States approximately two million
cataract removal procedures are performed annually, making this the largest
outpatient procedure reimbursed by Medicare. Most cataract procedures are
performed using a method called phacoemulsification or "phaco", which employs a
high frequency (40 kHz to 60 kHz) ultrasonic probe needle device to fragment the
cataract while still in the eye and remove it in pieces by suction through a
small incision.

In June 1997, we received FDA clearance to market the Blood Flow
Analyzer(TM) for measurement of intraocular pressure and pulsatile ocular blood
flow for the detection of glaucoma and other retina related diseases. Ocular
blood flow is critical, the reduction of which may cause nerve fiber bundle
death through oxygen deprivation, thus resulting in visual field loss associated
with glaucoma. Our Blood Flow Analyzer(TM) is a portable automated in-office
system that presents an affordable method for ocular blood flow testing for the
ophthalmic and optometric practitioner. In June 2000, we purchased Occular Blood
Flow, Ltd., the manufacturer of the Blood Flow Analyzer(TM). The terms and
conditions of the sale were $100,000 in cash and 100,000 shares of common stock.
In April 2001, we received authorization to use a common procedure terminology
or CPT code from the American Medical Association for procedures performed with
the Blood Flow Analyzer(TM) , for reimbursement purposes for doctors using the
device. However, certain payers have elected not to reimburse doctors using the
Blood Flow Analyzer(TM).

On July 23, 1998, we entered into an Agreement for Purchase and Sale of
Assets with the Humphrey Systems Division of Carl Zeiss, Inc. to acquire the
ownership and manufacturing rights to certain assets of Humphrey Systems that
are used in the manufacturing and marketing of an ultrasonic
microprocessor-based line of ophthalmic diagnostic instruments, including the
Ultrasonic Biometer Model 820, the A/B Scan System Model 837, the Ultrasound
Pachymeter Model 855, and the Ultrasound Biomicroscope Model 840, and all
accessories, packaging and end-user collateral materials for each of the product
lines for the sum of $500,000, payable in the form of 78,947 shares of common
stock which were issued to Humphrey Systems and 26,316 shares of common stock
which were issued to business broker Douglas Adams. If the net proceeds received
by Humphrey Systems from the sale of the shares issued pursuant to the Agreement
was less than $375,000, after payment of commissions, transfer taxes and other
expenses relating to the sale of such shares, we would be required to issue
additional shares of common stock, or pay additional funds to Humphrey Systems
as would be necessary to increase the net proceeds from the sale of the assets
to $375,000. Since Humphrey Systems realized only $162,818 from the sale of
78,947 shares of our common stock, we issued 80,000 additional shares in January
1999 to enable Humphrey Systems to receive its guaranteed amount. The amount of
$21,431 was paid to us as excess proceeds from the sale of this additional
stock.

The rights to the ophthalmic diagnostic instruments, which have been
purchased from Humphrey Systems, complement both our cataract surgical equipment
and our ocular Blood Flow Analyzer(TM). The Ultrasonic Biometer calculates the
prescription for the intraocular lens to be implanted during cataract surgery.
The P55 pachymetric measures corneal thickness for the new refractive surgical
applications that eliminate the need for eyeglasses and for optometric
applications including contact lens fitting. The P37 Ultrasonic A/B Scan
combines the Ultrasonic Biometer and ultrasound imaging for advanced diagnostic
testing throughout the eye and is a viable tool for retinal specialists. The P40
UBM Ultrasound Biomicroscope utilizes microscopic digital ultrasound resolution
for detection of tumors and improved glaucoma management. We introduced the P45
in the fall of 2000, which combines the P37 Ultrasonic A/B Scan, and the
Ultrasonic Biometer in one machine.

On October 21, 1999, we purchased Mentor's surgical product line,
consisting of the Phaco SIStem(TM), the Odyssey(TM) and the Surg-E-Trol(TM).
This acquisition was an attempt to round out our cataract surgery product line
by adding entry-level, moderately priced cataract surgery products. The
transaction was paid for with $1.5 million worth of our common stock. Due to the
lack of sales volume of these products, they have been determined to be obsolete
and a reserve has been established to offset all inventory associated with these
products. During the fourth quarter of 2003, we sold all inventory rights
associated with the SIStem(TM) and Odyssey(TM) for $125,000.

On June 5, 2000, we purchased Vismed Inc. d/b/a Dicon(TM) under a
pooling of interest accounting treatment. The purchase included the Dicon(TM)
perimeter product line consisting of the LD 400, the TKS 5000, the SST(TM),
FieldLink(TM), FieldView(TM) and Advanced FieldView and the corneal topographer
product line, the CT 200TM, the CT 50 and an ongoing service and software
business. Perimeters are used to determine retinal sensitivity testing the
visual pathway. Corneal topographers are used to determine the shape and

integrity of the cornea, the anterior surface of the eye. Corneal topographers
are used for the refractive surgical applications that eliminate the need for
eyeglasses and for optometric applications including contact lens fitting.

In January 2002, we purchased the Innovatome(TM) microkeratome of
Innovative Optics, Inc. by issuing an aggregate of 1,272,825 shares of its
common stock, warrants to purchase 250,000 shares of our common stock at $5.00
per share, exercisable over a period of three years from the closing date, and
$100,000 in cash. The transaction was accounted for as a purchase in accordance
with Statement of Financial Accounting Standards No. 141.

We acquired from Innovative Optics raw materials, work in process and
finished goods inventories. Additionally, we acquired the furniture and
equipment used in the manufacturing process of the microkeratome console and the
inspection and packaging of the disposable blades. We were unsuccessful in
supplying the disposable blades. We discontinued the marketing and sales efforts
of this product during the third quarter of 2002. On April 1, 2002, we entered
into a consulting agreement with John Charles Casebeer, M.D. to develop and
promote the microkeratome. For Dr. Casebeer's services during the period from
April 1, 2002 to September 30, 2002, we issued him a total of 43,684 shares of
our common stock, representing payment of $100,000 in stock for his services.

On September 19, 2002, we completed a transaction with International
Bio-Immune Systems, Inc., a Delaware corporation , in which we acquired
2,663,254 shares, or 19.9% of the outstanding shares of its common stock, and
warrants to purchase 1,200,000 shares of its common stock of at $2.50 per share
for a period of two years, through the exchange and issuance of 736,945 shares
of our common stock, the lending of 300,000 shares of our common stock to the
company and the payment of certain of its expenses through the issuance of an
aggregate of 94,000 shares of our common stock to the company and its counsel.

International Bio-Immune Systems, Inc. may sell the 300,000 shares of
our common stock loaned by us and the proceeds therefrom shall be deemed a loan
from us payable on the earlier of September 19, 2002, or the closing of any
private placement or public offering of the securities of International
Bio-Immune Systems, any merger involving more than 50% of the outstanding shares
of International Bio-Immune Systems, or any sale, dissolution, transfer, or
assignment of corporate assets other than in the ordinary course of business.
Interest shall accrue on the unpaid principal of the loan at the rate of 10% per
annum. If International Bio-Immune Systems does not sell the shares by September
19, 2004, it is required to return the shares, or any amount which has not been
sold, to us. International Bio-Immune Systems currently controls the voting
decisions regarding these shares. The President and Chief Executive Officer of
International Bio-Immune Systems is Leslie F. Stern, who exercises sole voting
and investment powers regarding the shares.

On December 3, 2003, we executed a purchase agreement with American
Optisurgical, Inc. for the sale of the Mentor surgical products line, consisting
of the Phaco SlStem(TM) and the Odyssey(TM). The assets sold in the transaction
included patents, trademarks, software codes and programs, supplies, work in
process, finished goods, and molds related to the equipment. The purchase price
paid to us by American Optisurgical for the assets was $125,000. The purchase
agreement also contained a noncompete provision in which we agreed for a period
of three years from the closing date not to own, manage, operate or control any
business that competes with cataract removal equipment substantially the same as
the proprietary technology of the Phaco SlStem(TM) and the Odyssey(TM).

Background

Corporate History: Our business originated with Paradigm Medical, Inc.,
a California corporation formed in October 1989. Paradigm Medical Industries,
Inc. developed our present ophthalmic business and was operated by our founders
Thomas F. Motter and Robert W. Millar. In May 1993, Paradigm Medical, Inc.
merged with Paradigm Medical Industries, Inc. At the time of the merger, we were
a dormant public shell existing under the name French Bar Industries, Inc.
French Bar had operated a mining and tourist business in Montana. Prior to its
merger with Paradigm Medical, Inc. in 1993, French Bar had disposed of its
mineral and mining assets in a settlement of outstanding debt and had returned
to the status of a dormant entity. Pursuant to the merger, we caused a
1-for-7.96 reverse stock split of our shares of common stock. We then acquired
all of the issued and outstanding shares of common stock of Paradigm Medical,
Inc. using shares of our own common stock as consideration. As part of the
merger, we changed our name from French Bar Industries, Inc. to Paradigm Medical
Industries, Inc. and our management assumed control of the company. In April
1994, we caused a 1-for-5 reverse stock split of our shares of common stock. In
February 1996, we re-domesticated to Delaware pursuant to a reorganization.

Overview

Disorders of the Eye: The human eye is a complex organ which functions
much like a camera, with a lens in front and a light-sensitive screen, the
retina, in the rear. The intervening space contains a transparent jelly-like
substance, the vitreous, which together with the outer layer, the sclera and
cornea, helps the eyeball to maintain its shape. Light enters through the
cornea, a transparent domed window at the front of the eye. The size of the
pupil, an aperture in the center of the iris, controls the amount of light that
is then focused by the lens onto the retina as an upside-down image. The lens is
the internal optical component of the eye and is responsible for adjusting
focus. The lens is enclosed in a capsule. The retina is believed to contain more
than 130 million light-receptor cells. These cells convert light into nerve
impulses that are transmitted right-side up by the optic nerve to the brain,
where they are interpreted. Muscles attached to the eye control its movements.

Birth defects, trauma from accidents, disease and age related
deterioration of the components of the eye could all contribute to eye
disorders. The most common eye disorders are either pathological or refractive.
Many pathological disorders of the eye can be corrected by surgery. These
include cataracts (clouded lenses), glaucoma (elevated pressure in the eye),
corneal disorders such as scars, defects and irregular surfaces and
vitro-retinal disorders such as the attachment of membrane growths to the retina
causing blood leakage within the eye. All of these disorders can impair vision.
Many refractive disorders can be corrected through the use of eyeglasses and
contact lenses. Myopia (nearsightedness), hyperopia (farsightedness) and
presbyopia (inability to focus) are three of the most common refractive
disorders.

Ultrasound Technology: Ultrasound devices have been used in
ophthalmology since the late 1960's for diagnostic and surgical applications
when treating or correcting eye disorders. In diagnostics, ultrasound
instruments are used to measure distances and shapes of various parts of the eye
for prescription of eyeglasses and contact lenses and for calculation of lens
implant prescriptions for cataract surgery treatment. These devices emit sound
waves through a hand-held probe that is placed onto or near the eye with the
sound waves emitted being reflected by the targeted tissue. The reflection
"echo" is computed into a distance value that is presented as a visual image, or
cross-section of the eye, with precise measurements displayed and printed for
diagnostic use by the surgeon.

Surgical use of ultrasonics in ophthalmology is limited to treatment of
cataract lenses in the eye through a procedure called phacoemulsification or
"phaco." A primary objective of cataract surgeries is the removal of the
opacified (cataract) lens through an incision that is as small as possible. The
opacified lens is then replaced by a new synthetic lens intraocular implant.
Phaco technology involves a process by which a cataract is broken into small
pieces using ultrasonic shock waves delivered through a hollow, open-ended metal
needle attached to a hand-held probe. The fragments of cataracts tissue are then
removed through aspiration. Phaco systems were first designed in the late 1960's
after various attempts by surgeons to use other techniques to remove opacified
lenses, including crushing, cutting, freezing, drilling and applying chemicals
to the cataract. By the mid-1970's, ultrasound had proven to be the most
effective technology to fragment cataracts. Market Scope's (Manchester,
Missouri), "The 2001 Report on the Worldwide Cataract Market", January 2001
indicates that phaco cataract treatment was the technology for cataract removal
used in over 80% of surgeries in the United States and over 20% of all foreign
surgeries.

Laser Technology: The term "laser" is an acronym for Light
Amplification by Stimulated Emission of Radiation. Lasers have been commonly
used for a variety of medical and ophthalmic procedures since the 1960's. Lasers
emit photons into a highly intense beam of energy that typically radiates at a
single wavelength or color. Laser energy is generated and intensified in a laser
tube or solid-state cavity by charging and exciting photons of energy contained
within material called the lazing medium. This stored light energy is then
delivered to targeted tissue through focusing lenses by means of optical mirrors
or fiber optics. Most laser systems use solid state crystals or gases as their
lazing medium. Differing wavelengths of laser light are produced by the
selection of the lazing medium. The medium selected determines the laser
wavelength emitted, which in turn is absorbed by the targeted tissue in the
body. Different tissues absorb different wavelengths or colors of laser light.
The degree of absorption by the tissue also varies with the choice of wavelength
and is an important variable in treating various tissues. In a surgical laser,
light is emitted in either a continuous stream or in a series of short duration
"pulses", thus interacting with the tissue through heat and shock waves,
respectively. Several factors, including the wavelength of the laser and the
frequency and duration of the pulse or exposure, determine the amount of energy
that interacts with the targeted tissue and, thus, the amount of surgical effect
on the tissue.

Lasers are widely accepted in the ophthalmic community for treatment of
certain eye disorders and are popular for surgical applications because of their
relatively non-invasive nature. In general, ophthalmic lasers, such as argon,
Nd:YAG and excimer (argon-fluoride) are used to coagulate, cut or ablate
targeted tissue. The argon laser is used to treat leaking blood vessels on the
retina (retinopathy) and retinal detachment. The excimer laser is used in
corneal refractive surgery. The Nd:YAG pulsed laser is used to perforate clouded

posterior capsules (posterior capsulotomy) and to relieve glaucoma-induced
elevated pressure in the eye (iridotomy, trabeulorplasty, transcleral
cyclophotocoagulation). Argon, Nd:YAG and excimer lasers are primarily used for
one or two clinical applications each. In contrast to these conventional laser
systems, our Photon(TM) laser cataract system is designed to be used for
multiple ophthalmic applications, including certain new applications that may be
made possible with our proprietary technology. Such new applications, however,
must be tested in clinical trials and be approved by the FDA.

Products

Our principal proprietary surgical products are systems for use by
ophthalmologists to perform surgical treatment procedures to remove cataracts.
We have complete ownership of each product with no technological licensing
limitations.

Precisionist ThirtyThousand(TM): The Precisionist ThirtyThousand(TM) is
our core phaco surgical technology. The Precisionist(TM) was placed into
production and offered for sale in 1997. As a phaco cataract surgery system, we
believe the Precisionist(TM) with its new fluidics panel is equal or superior to
the present competitive systems in the United States. However, due to the lack
of recent sales, the majority of our inventory associated with the Precisionist
Thirty Thousand(TM) has been estimated to be obsolete and therefore a reserve
for such inventory has been recorded. The system features a graphic color
display and unique proprietary on-board computer and graphic user interface
linked to a soft-key membrane panel for flexible programmable operation. The
system provides real-time "on-the-fly" adjustment capabilities for each surgical
parameter during the surgical procedure for high-volume applications. In
addition, the Precisionist(TM) provides one hundred pre-programmable surgery
set-ups, with a second level of sub-programmed custom modes within each major
surgical screen (i.e., ultrasound phaco and irrigation/aspiration modes). The
Precisionist(TM) features our newly developed proprietary fluidics panel which
is completely non-invasive for improved sterility and to provide a surgical
environment in the eye that virtually eliminates fluidic surge and solves
chamber maintenance problems normally associated with phaco cataract surgery.
This new fluidics system provides greater control for the surgeon and allows the
safe operation at much higher vacuum settings by sampling changes in aspiration
100 times per second. Greater vacuum in phaco surgery means less use of
ultrasound or laser energy to fragment the cataract and less chance for
surrounding tissue damage. In addition to the full complement of surgical
modalities (e.g., irrigation, aspiration, bipolar coagulation and anterior
vitrectomy), system automation includes "dimensional" audio feedback of vacuum
levels and voice confirmation for major system functions, providing an intuitive
environment in which the advanced phaco surgeon can concentrate on the surgical
technique rather than the equipment. Sales of the Precisionist(TM) were 2% of
total revenue and not significant in the fiscal years 2002 or 2001,
respectively.

Ocular Surgery Workstation(TM): The Ocular Surgery Workstation(TM)
comprises the base system of the Precisionist ThirtyThousand(TM) and is the
first system to our knowledge, which uses the expansive capabilities of today's
advanced computer technology to offer seamless open architecture expandability
of the system hardware and software modules. The Workstation(TM) utilizes an
embedded open architecture computer developed for us and controlled by a
proprietary software system developed by us that interfaces with all components
of the system. Ultrasound, fluidics (irrigation), aspiration, venting,
coagulation and anterior vitrectomy (pneumatic) are all included in the base
model. Each component is controlled as a peripheral module within this fully
integrated system. This approach allows for seamless expansion and refinement of
the Workstation(TM) with the ability to add other hardware and software
features. Expansion such as our Photon(TM) laser system and hardware for
additional surgical applications are easily implemented by means of a
pre-existing expansion rack, which resides in the base of the Workstation(TM).
These expanded capabilities could include, but would not be limited to laser
systems, video surgical fiber optic imaging, cutting and electrosurgery
equipment. However, there is no guarantee that the Workstation(TM) will be
accepted in the marketplace. If the FDA approves the Photon(TM), we will refer
to the Workstation(TM) as the Photon(TM) Ocular Surgery Workstation(TM). To
date, we have not commercially developed or offered for sale any other added
hardware or software features to its Workstation (TM). Because of the "going
concern" status of the company, management has focused efforts on those products
and activities that will, in its opinion, achieve the most resource efficient
short-term cash flow to the company. As reflected in the results for the quarter
ended September 30, 2003, diagnostic products are currently our major focus and
the Photon(TM) and other extensive research and development projects have been
put on hold pending future evaluation when the financial position of the company
improves. Due to the lack of FDA approval and the lack of current evidence to
support recoverability, we have recorded an inventory reserve to offset the
majority of the inventory associated with the Photon(TM). Our focus is not on
any specific diagnostic product or products, but rather on the entire group of
diagnostic products.

Photon(TM) Laser System: The Photon(TM) laser cataract system, which is
still subject to FDA approval, is designed to be installed as a seamless plug-in
upgrade or add-on to our Precisionist(TM) Ocular Surgery Workstation(TM). The
plug-in platform concept is unique in the ophthalmic surgical market for systems
of this magnitude and presents a unique market opportunity for us. The main
elements of the laser system are the Nd:YAG laser module, Photon(TM) laser
software package and interchangeable disposable hand-held fiber optic laser
cataract probe. The Photon(TM) laser utilizes the on-board microprocessor
computer of the Workstation(TM) to generate short pulse laser energy developed
through the patented LCP(TM) to targeted cataract tissue inside the eye, while
simultaneously irrigating the eye and aspirating the diseased cataract tissue
from the eye. The probe is smaller in diameter than conventional ultrasound
phaco needles and presents no damaging vibration or heat build-up in the eye.
Our Phase I clinical trials demonstrated that this probe could easily reduce the
size of the cataract incision from 3.0 mm to under 2.0 mm thereby reducing
surgical trauma and complementing current foldable intraocular implant
technology.

The laser probe may also eliminate any possibility for burns around the
incision or at the cornea and may therefore be used with cataract surgery
techniques that utilize a more delicate clear cornea incision which can
eliminate sutures and be conducted with topical anesthesia. However, this system
may not effectively remove harder grade cataracts. Harder grade cataracts can be
removed using the already existing ultrasound capability of the
Precisionist(TM). Because of the "going concern" status of the company,
management has focused efforts on those products and activities that will, in
its opinion, achieve the most resource efficient short-term cash flow to the
company. As reflected in the results for the quarter ended September 30, 2003,
diagnostic products are currently our major focus and the Photon(TM) and other
extensive research and development projects have been put on hold pending future
evaluation when our financial position improves. Due to the lack of FDA approval
and the lack of current evidence to support recoverability, we have recorded an
inventory reserve to offset the majority of the inventory associated with the
Photon(TM). Our focus is not on any specific diagnostic product or products, but
rather on our entire group of diagnostic products.

At some point in the future, we may intend, subject to economic
feasibility and the availability of adequate funds, to refine the laser delivery
system and laser cataract surgical technique used on soft cataracts through
expanded research and clinical studies. Subject to the aforementioned
constraints, we intend to refine the fluidics management system by improving
chamber maintenance during surgical procedures and to develop techniques to
optimize time and improve invasive techniques through expanded research and
clinical studies. As for as we can determine, no integrated single laser
photofragmenting probe is presently available on the market that uses laser
energy directly, contained in an enclosed probe, to denature cataract tissue at
a precise location inside the eye while simultaneously irrigating and aspirating
the site.

Our laser system is based upon the concept that pulsed laser energy
produced with the micro-processor controlled Nd:YAG laser system provides
ophthalmic surgeons with a more precise and less traumatic alternative in
cataract surgery. Although conventional ultrasonic surgical systems have proven
effective and reliable in clinical use for many years, their use of high
frequency shock waves and vibration to fragment the cataract can make the
procedure difficult and can present risk of complication both during and after
surgery. In contrast, our laser system, which utilizes short centralized energy
bursts, should permit the delivery of the laser beam with less trauma to
adjacent tissue. Therefore, unlike ultrasonic systems, whose vibrations and
shock waves affect (and can damage) non-cataracts tissues within the eye, our
Photon(TM) laser cataract system should only affect tissues with which it comes
into direct contact.

In October of 2000, we received FDA approval for the PhotonTM
Workstation(TM) to be used with a 532mm green laser which is effective for
medical procedures other than cataract removal, such as photocoagulation of
retinal and venous anomalies within or outside the eye, pigmented lesions around
the orbital socket, posterior or anterior procedures associated with glaucoma or
diabetes and general photocoagulation for various dermatological venous
anomalies including telangiectasia (surface veins), or commonly referred to as
"spider veins". The goal is to be able to integrate multiple laser wavelengths
into one system or workstation that can be used for multiple medical
specialties. This approval represents only one of the potential applications
that could represent substantial growth opportunities including additional sales
of equipment, instruments, accessories and disposables.

The Photon(TM) Ocular Surgery Workstation(TM) has not been commercially
developed with any other added hardware or software features. There is no
guarantee that the ophthalmic surgery market will accept the laser in this
capacity or that the FDA will grant approval. Regulatory approval would require
completion of pending Photon(TM) clinical trials and resubmission of a 510(k)
predicate device application to the FDR. Because of the "going concern" status
of the company, management has focused efforts on those products and activities
that will, in its opinion, achieve the most resource efficient short-term cash
flow to the company. As reflected in the results for the quarter ended September
30, 2003, diagnostic products consisting mainly of the P40 UBM Ultrasound

Biomicroscope, perimeter, CT 50 Corneal Topographer, and Blood Flow Analyzer(TM)
are currently our major focus and the Photon(TM) and other extensive research
and development projects have been put on hold pending future evaluation when
the financial position of the company improves. Our focus is not on any specific
diagnostic product or products, buy rather on the entire group of diagnostic
products.

The SIStem(TM): The SIStem(TM) has been our entry-level
phacoemulsification system. The SIStem(TM) was designed to be a full-featured,
cost-effective, reliable phaco machine; however, due to the lack of sales in
2002, the product was determined to be obsolete. Fiscal years 2002 and 2001
sales of the SIStem(TM) represented approximately 2% and 6% of total revenues,
respectively. On December 3, 2003, we completed the sale of the SIStem(TM),
including patents, trademarks, software codes and programs, supplies, work in
process, finished goods and molds, to American Optisurgical, Inc.

Surgical Instruments and Disposables: In addition to the cataract
surgery equipment, our surgical systems utilize or will utilize accessory
instruments and disposables, some of which are proprietary to us. These include
replacement ultrasound tips, sleeves, tubing sets and fluidics packs, instrument
drapes and laser cataract probes. We intend to expand its disposable accessories
as it further penetrates the cataract surgery market and expands the treatment
applications for its Workstation(TM). These products contributed approximately
9% and 3% of total revenues for 2002 and 2001, respectively.

Diagnostic Eye Care Products: Glaucoma is a second leading cause of
adult blindness in the world. Glaucoma is described as a partial or total loss
of visual field resulting from certain progressive disease or degeneration of
the retina, macula or nerve fiber bundle. The cause and mechanism of the
glaucoma pathology is not completely understood. Present detection methods focus
on the measurement of intraocular pressure in the eye, visual field and
observation of the optic nerve head to determine the possibility of pressure
being exerted upon the retina, and optic nerve fiber bundle, which can diminish
visual field. Recently, retinal blood circulation has been indicated as a key
component in the presence of glaucoma. Some companies produce color Doppler
equipment in the $80,000 price range intended to provide measurement of ocular
blood flow activity in order to diagnose and treat glaucoma at an earlier stage.

Blood Flow Analyzer(TM): In June 1997, we received FDA clearance to
market the Blood Flow Analyzer(TM) for early detection and treatment management
of glaucoma and other retina related diseases. The device measures not only
intraocular pressure but also pulsatile ocular blood flow, the reduction of
which may cause nerve fiber bundle death through oxygen deprivation thus
resulting in visual field loss associated with glaucoma. Our Blood Flow
Analyzer(TM) is a portable automated in-office system that presents an
affordable method for ocular blood flow testing for the ophthalmic and
optometric practitioner. This was our first diagnostic eye care device. The
device is a portable desktop system that utilizes a proprietary and patented
pneumatic Air Membrane Applanation Probe(TM) or AMAP(TM), which can be attached
to any model of standard examination slit lamp, which is then placed on the
cornea of the patient's eye to measure the intraocular pressure within the eye.
The device is unique in that it reads a series of intraocular pressure pulses
over a short period of time (approximately five to ten seconds) and generates a
waveform profile, which can be correlated to blood flow volume within the eye. A
proprietary software algorithm developed by David M. Silver, Ph.D., at Johns
Hopkins University, calculates the blood flow volume. The device presents a
numerical intraocular pressure reading and blood flow analysis rating in a
concise printout, which is affixed to the patient history file. In addition, the
data generated by the device can be downloaded to a personal computer system for
advanced database development and management.

We market the Blood Flow Analyzer(TM) as a stand-alone model packaged
with a custom built computer system. The Blood Flow Analyzer(TM) utilizes a
single-use disposable cover for the Air Membrane Applanation Probe(TM), a
corneal probe which is shipped in sterile packages. The probe tip cover provides
accurate readings and acts as a prophylactic barrier for the patient. The device
has been issued a patent in the European Economic Community and the United
States and has a patent pending in Japan. The FDA cleared the Blood Flow
Analyzer(TM) for marketing in June 1997 and we commenced selling the system in
September 1997. In addition to the Humphrey products, this diagnostic product
allowed us to expand its market to approximately 35,000 optometry practitioners
in the United States in addition to the approximately 18,000 ophthalmic
practitioners who currently perform eye surgeries and are candidates for our
surgical systems.

In April 2001, we received written authorization from the CPT Editorial
Research and Development Department of the American Medical Association to use
common procedure terminology or CPT code number 92120 for our Blood Flow
Analyzer(TM), for reimbursement purposes for doctors using the device. However,
certain payers have elected not to reimburse doctors using the Blood Flow
Analyzer(TM). We are continuing our aggressive campaign to educate the payers
about the Blood Flow Analyzer(TM), its purposes and the significance of its
performance in patient care in order to achieve reimbursements to the doctors.
Currently, there is reimbursement by insurance payors to doctors using the Blood

Flow Analyzer(TM) in 22 states and partial reimbursement in four other states.
The amount of reimbursement to doctors using the Blood Flow Analyzer(TM)
generally ranges from $56.00 to $76.00 per patient, depending upon the insurance
payor. Insurance payors providing reimbursement for the Blood Flow Analyzer(TM)
have the discretion to increase or reduce the amount of reimbursement. We are
endeavoring to obtain reimbursement by insurance payors in other states where
there is currently no reimbursement being made.

The manufacturing activities for the Blood Flow Analyzer(TM) have been
moved to the Salt Lake City facility from the outsourced plant located in
England. The revenues from sales of the Blood Flow Analyzer(TM) represented
approximately 9% and 25% of total 2002 and 2001 revenues, respectively. On
October 21, 2002, we received FDA approval on our 510(k) application for
additional indications of use for the Blood Flow Analyzer(TM). The additional
indications include pulsatile ocular blood flow and pulsatile ocular blood
volume. These are diagnostic measurements that assess the hemodynamic and
vascular health of the eye. Also, we are continuing our aggressive campaign to
educate the insurance payers about the Blood Flow Analyzer(TM), its purposes and
the significance of its performance in patient care in order to achieve
reimbursements to the doctors using our Blood Flow Analyzer(TM). Sales of the
Blood Flow Analyzer(TM) accounted for approximately 9% and 25% of total sales
for the fiscal years ended December 31, 2002 and 2001, respectively.

Dicon(TM) perimeters consist of the LD 400, the TKS 5000, the SST(TM),
FieldLink(TM), FieldView(TM) and Advanced FieldView. Perimeters are used to
determine retinal sensitivity testing the visual pathway. Perimeters have become
a standard of care in the detection and monitoring of glaucoma worldwide.
Perimetry is reimbursable worldwide. The Dicon(TM) perimeters feature patented
kinetic fixation and voice synthesis now in 27 different languages. Software
programs are sold to assist in the analysis of the test results. Sales of the
perimeters generated approximately 20% and 15% of the 2002 and 2001 total
revenues, respectively.

Dicon(TM) corneal topographers include the CT 200(TM) and the CT 50.
Corneal topographers are used to determine the shape and integrity of the
cornea, the anterior surface of the eye. Clinical applications for corneal
topographers include refractive surgery that eliminates the need for eyeglasses
and optometric applications including contact lens fitting. Revenues from the
topographer were 7% and 12% of the total revenues for 2002 and 2001,
respectively. An enhanced version of the CT 200(TM), the CT 2000(TM), is
scheduled to be introduced during the fourth quarter of 2003. We are completing
the development of upgrades to the CT 200(TM) and the CT 50 Corneal Topographer,
which will be operating upon completion of the upgrades with Windows XP software
rather than the former Windows 95 operating systems. We are also revising our
upgrade to offer the CT 200(TM) with Windows 2000 software rather than the
Windows XP software that we announced in August 2003.

P55 Pachymetric Analyzer: The ultrasonic pachymeter is used for
measurement of corneal thickness. The Model P55 is positioned as a standard
office pachymeter. This device is targeted to the refractive surgery market and
contributed approximately 3% and 1% of the total revenues for 2002 and 2001,
respectively.

Ultrasonic A-Scan: The Ultrasonic A-Scan has been removed from our line
of diagnostic products. The A-Scan is a prerequisite procedure reimbursed by
Medicare and is performed before every cataract surgery. Over 5,000 A-Scan
systems have been installed in the worldwide market, representing a substantial
market opportunity for software upgrades and extended warranty contract sales.
A-Scan sales were approximately 2% and 1% of the total revenues for 2002 and
2001, respectively.

P37 Ultrasonic A/B Scan: The A/B Scan is used by retinal
sub-specialists to identify foreign bodies in the posterior chamber of the eye
and to evaluate the structural integrity of the retina. The A/B Scan is
attractive to the general ophthalmic community at large because of its lower
price point. Sales from this product were approximately 7% and 6% of the total
revenues for 2002 and 2001, respectively.

P40 Ultrasound Biomicroscope: The P40 Ultrasound Biomicroscope was
developed by Humphrey Systems in conjunction with the New York Eye and Ear
Infirmary in Manhattan and the University of Toronto. The UBM biomicroscope and
its intellectual property were included in the purchase from Humphrey Systems
and gives us the proprietary rights to this device. The UBM biomicroscope
creates a high-resolution computer image of the unseen parts of the eye that is
a "map" for the glaucoma surgeon. The UBM biomicroscope is an "enabling
technology" for the ophthalmologist, one that we have repositioned for broader
market sales penetration. Formerly sold only to glaucoma sub-specialty
practitioners, we reintroduced the UBM biomicroscope at a price-point targeted
for the average practitioners seeking to add glaucoma filtering surgical
procedures and income to their cataract surgical practice.

The P40 UBM Ultrasound Biomicroscope related surgical filtering
procedures are fully reimbursable by Medicare and insurance providers. This
untapped new market positions us with our proprietary UBM biomicroscope and to
our knowledge, the only commercially viable product of this type on the market,
as a leader in the rapidly expanding glaucoma imaging and treatment segment. In
the fall of 2000 we introduced the P45, which combines the P40 UBM Ultrasound
Biomicroscope and the P37 Ultrasonic A/B Scan in one instrument. We believe that
by combining functions, the P45 will appeal to a broader market. The P40 UBM
Ultrasound Biomicroscope sales were approximately 12% and 12% of the total
revenues for 2002 and 2001, respectively. The P45 contributed approximately 12%
and 8% of the total revenues for 2002 and 2001, respectively.

In July of 2000, we received ISO 9001 and EN 46001 certification using
TUV Essen as the notified body. Under ISO 9001 certification, our products are
now CE marked. The CE mark allows us to ship product for revenue into the
European Community. We successfully retained our certification in 2002.

Parts and Services: The parts and services revenue from the repair of
equipment sold accounted for approximately 11% and 8% of total revenues in 2002
and 2001, respectively.

Sales of other products represented 5% and 3% of total revenues in 2002
and 2001, respectively.

The following table identifies each product class, status of commercial
development, the percentage of sales contributed by that class, reimbursement
status, and status of applicable United States and foreign regulatory approvals:

Commercial Reimbursement % 2002 Regulatory
Product (1) Product Class Development Status Sales Approvals

P55 Pachymetric System, Imaging, Complete Yes 3% FDA 510(K) K844299*
Analyzer Pulsed Echo Diagnostic ISO 9001: 1994, EN ISO
9001**

P20 Biometric Analyzer, System, Imaging, Discontinued Yes 2% FDA 510(K) K844299*
Ultrasonic A-Scan Pulsed Echo ISO 9001: 1994,
Diagnostic EN ISO 9001**

P37 A/B Scan Ocular Transducer, Ultrasonic Complete Yes 7% FDA 510(K) K844299*
Diagnostic, Ultrasonic Diagnostic ISO 9001: 1994,
A/B Scan EN ISO 9001**

P40 UBM Ultrasound System, Imaging, Complete Yes 12% FDA 510(K) K844299*
BioMicroscope Pulsed Echo Ultrasonic ISO 9001: 1994,
Diagnostic EN ISO 9001**

P45 UBM Ultrasonic System, Imaging, Complete Yes 12% FDA 510(K) K844299*
Biomicroscope, Pulsed Echo Ultrasonic ISO 9001: 1994,
Workstation Plus Diagnostic EN ISO 9001**

BFA Ocular Blood Flow Tonometer, Manual Complete Yes**** 9% FDA 510(K) K844299*
Analyzer(TM) Diagnostic ISO 9001: 1994,
EN ISO 9001**

CT 200 Corneal Topographer Corneal Complete Yes 7% FDA 510(K) K844299*
Topography System AC-Powered ISO 9001: 1994,
Diagnostic EN ISO 9001**

LD 400 Full Field Perimeter, Automatic Complete Yes 18% FDA 510(K) K844299*
Autoperimetry AC-Powered ISO 9001: 1994,
System Diagnostic EN ISO 9001**

TKS 5000 Perimeter, Automatic Complete Yes 2% FDA 510(K) K844299*
AC-Powered, ISO 9001: 1994,
Diagnostic EN ISO 9001**

Precisionist Thirty Phacofragmentation Complete Yes 2% FDA 510(K) K844299*
Thousand, Ocular ISO 9001: 1994,
Surgery Workstation with EN ISO 9001**
Surgical Equipment and
Disposables

SIStem(TM)(2) Phacofragmentation Sold Yes 2% FDA 510(K) K844299*

Photon(TM)Laser, Ocular Phacoemulsification In-Process No - IDE G940151
Surgery Workstation with BFA tips ISO 9001: 1994,
Surgical Equipment and EN ISO 9001
Disposables(3)

--------------------------

(1) Except for the Photon(TM) Ocular Surgery Workstation, which can only be
sold in countries outside the United States, these products can be sold
in the United States and in foreign countries including but not limited
to Argentina, Australia, Bangladesh, Borneo, Brazil, Canada, China,
Czechoslovakia, Egypt, France, Germany, Greece, Hong Kong, India,
Israel, Italy, Japan, Jordan, Korea, Malaysia, Mexico, New Zealand,
Pakistan, Peru, Poland, Puerto Rico, Russia, Saudi Arabia, Spain, Sri
Lanka, Taiwan, Thailand, Turkey, United Kingdom, and United Arab
Emirates
(2) Due to the lack of recent sales volume, the inventory associated with
the Precisionist Thirty Thousand (TM) and the SIStem(TM) has been
deemed obsolete and a reserve has been recorded to offset such
inventory.
(3) Due to the lack of recent evidence to support the recoverability of
inventory associated with the Photon(TM), we have recorded a reserve to
offset the majority of such inventory on hand.
* FDA 510(K) K844299 represents domestic approval by U.S. Food and Drug
Administration
** ISO 9001: 1994, EN ISO 9001 represents international approval
*** IDE G940151 represents approval for international distribution only
**** Represents full reimbursement in 22 states and partial reimbursement in
four other states.

As detailed in the table above, except for the Photon(TM) Laser Ocular
Surgery Workstation, which requires additional development and regulatory
approvals, our current products are developed and available for sale in the
footnote (1) of the table. Our possible future efforts to finalize development
of the Photon(TM) and obtain the necessary regulatory approvals would depend on
our economic evaluations and adequate funding. If these efforts were undertaken
but proved to be unsuccessful, the impact would include the costs associated
with these efforts and the anticipated future revenues which we would not
receive as expected. The "Use of Proceeds" section provides information on the
estimated application of proceeds for Research and Development. We anticipate
that a majority of the estimated costs for Research and Development will be used
for the enhancement and upgrading of our current products approved for sale. We
are unable to provide an estimate of the details of possible liquidity needs and
expected source of funds for possible future efforts to finalize development of
the Photon(TM) and obtain the necessary regulatory approvals since this estimate
would depend on a possible comprehensive economic evaluation.

Any possible future efforts to complete development of the Photon(TM)
and obtain the necessary regulatory approvals would depend on our economic
evaluations and adequate funding. If these efforts were undertaken but proved to
be unsuccessful, the impact would include the costs associated with these
efforts and the anticipated future revenues that we would not receive as
expected. The "Use of Proceeds" section provides information on the estimated
application of proceeds for research and development. We anticipate that a
majority of the estimated costs for research and development will be used for
the enhancement and upgrading of our current products being offered for sale. We
are unable to provide a detailed estimate of possible liquidity needs and
expected sources of funds for possible future efforts to complete development of
the Photon(TM) and obtain the necessary regulatory approvals since this estimate
would depend on a comprehensive economic evaluation.

We currently purchase components and parts used in our products from a
limited number of key suppliers. Our reliance on our principal suppliers could
result in delays associated with redesigning a product due to an inability to
obtain an adequate supply of required components and parts, and reduced control
over pricing, quality and timely delivery. The loss of any of these principal
suppliers or the inability of a supplier to meet performance and quality
specifications, requested quantities or delivery schedules could cause our
revenues to decline. In addition, any interruption or discontinuance in the
supply of components or parts could have an adverse effect on our business,
results of operation and financial condition. Our principal suppliers include
Capistrano Labs, US Ultrasound and Anello.

Marketing and Sales

Ophthalmologists are mainly office-based and perform their surgeries in
local hospitals or surgical centers that provide the necessary surgical
equipment and supplies. Ophthalmologists are generally involved in decisions
relating to the purchase of equipment and accessories for their independent
ambulatory surgical centers and for the hospitals with which they are
affiliated. This provides the opportunity for direct, targeted, personal
selling, responsive high quality customer service and short buying cycles to
achieve a product sale in the office or hospital. Hospitals also comprise a
significant market, as recent demand for ultrasonic surgery technology has put
pressure on the ophthalmologist, who in turn persuades the hospital to install
the latest technology system so that he can offer this procedure to his patients
and the community.

Industry analysts report that the United States ophthalmic surgical
device market has been characterized by slower growth in recent years. This has
apparently been caused by the potential reforms associated with the health care
industry. Further, hospitals have been inclined to keep their older phaco
machines longer than expected as they have been forced to mind budgets more
carefully and have become less willing to invest in capital equipment until more
information on health care reform becomes available. However, analysts predict
that the ophthalmic surgical device market will see renewed growth in the coming
years as the health care environment stabilizes and as the growing elderly
population produces an increased number of cataract surgeries. As a consequence
of these factors, the market should see a greater rate of replacement of older
machines that hospitals and surgeons have been postponing for longer than usual.

Current Market Acceptance and Potential: The principal purchasers of
our products have been ophthalmologists, optometrists and clinics in many
countries throughout the world. We believe that the market for our products is
being driven by: (i) the aging of the population, which is evidenced by the
domestic and international cataract surgery volume growth trend over the past
ten years, (The National Eye Institute reported in March 2002 that the number of
blind or visually impaired Americans is likely to double over the next 30
years.) (ii) the entry by emerging countries (including China, Russia, and other
countries in Asia, Eastern Europe and Africa) into advanced technology medical
care for their populations, (iii) increased awareness worldwide of the benefits
of the minimally invasive phaco cataract procedure and (iv) the introduction of
technology improvements such as our laser system.

Marketing Organization: We market our products internationally through
a network of dealers and domestically through direct sales representatives,
independent sales representatives, and ophthalmic product distributors. As of
December 31, 2003, we had ten direct domestic sales representatives in the
United States and 65 foreign dealers. These sales representatives are assigned
exclusive territories and have entered into contracts with us that contain
performance quotas. Domestic sales channels have been expanded to include
independent sales representatives and distributors who began training on our
products in August 2003. We also plan to continue to market our products by
identifying customers through internal market research, trade shows and direct
marketing programs. We also utilize a Clinical Advisory Board comprised of
leading ophthalmic surgeons in the United States and Europe who speak at
conventions, train ophthalmologists and visit foreign doctors and dealers to
promote our products.

Product advertising is intended to be focused in the major industry
trade newspapers. Most of the ophthalmologists or optometrists in the United
States receive one or more of these magazines through professional subscription
programs. The media has shown strong interest in our technology and products, as
evidenced by several recent front-page articles in these publications.

Manufacturing and Raw Materials: Currently, we maintain a 23,238 square
foot facility in Salt Lake City. We transferred the manufacturing activities for
the Blood Flow Analyzer(TM) to San Diego from Occular Blood Flow, Ltd. in
England during 2001. During the second quarter of 2002, we consolidated and
closed the San Diego operations into the Salt Lake City facility. The facility
accommodates our manufacturing, marketing and engineering capabilities. We

manufacture under systems of quality control and testing, which comply with the
Quality System Requirements established by the FDA, as well as similar
guidelines established by foreign governments, including the CE Mark and
IS0-9001.

We subcontract the manufacturing of some of its ancillary instruments,
accessories and disposables through specified vendors in the United States.
These products are contracted in quantities and at costs consistent with our
financial purchasing capabilities and pricing needs. We manufacture certain
accessories and fluidics surgical tubing sets at our facility in Salt Lake City.

Product Service and Support: Service for our products is overseen from
our Salt Lake City location and is augmented by our international dealer network
who provide technical service and repair. Installation, on-site training and a
limited product warranty are included as the standard terms of sale. We provide
distributors with replacement parts at no charge during the warranty period.
International distributors are responsible for installation, repair and other
customer service to installed systems in their territory. All systems parts are
modular sub-components that are easily removed and replaced. We maintain
adequate parts inventory and provides overnight replacement parts shipments to
its dealers.

On July 11, 2002, we entered into a Major Account Facilitator Contract
with Peter Kristensen and F. Briton McConkie. Under the terms of the contract,
Messrs. Kristensen and McConkie agreed to serve as intermediators between us and
an international agent or customer that would result in an order for 150
Photon(TM) laser systems in Asia. The contract provides that upon execution, we
are to issue 100,000 shares of our common stock to Messrs. Kristensen and
McConkie to cover all expenses associated with the pursuit of the transaction,
and upon presentation of a verified order to us, we have agreed to issue an
additional 100,000 shares of common stock to Messrs. Kristensen and McConkie.
Upon completion, and delivery and receipt of payment in full from the
international agent or customer for the 150 Photon(TM) laser systems, Messrs.
Kristensen and McConkie would be issued an additional 480,000 shares of common
stock for serving as transaction facilitator. We have issued a total of 100,000
shares of our common stock to Messrs. Kristensen and McConkie pursuant to the
terms of the contract.

Messrs. Kristensen and McConkie have retained Ralph Thompson of Novus
Technologies, a Utah based firm, to assist in the marketing and sales of our
Photon(TM) laser system in Asia. Mr. Thompson, who lived in China for over 10
years, represents U.S. businesses doing business in China. He currently makes
trips to China on a regular basis on behalf of the businesses he represents.
Although Mr. Thompson continues to represent us in the sale of our Photon(TM)
laser system in Asia, he has not been successful to date in selling our
Photon(TM) laser system to any customers in China or other Asian countries.

Research and Development

Our primary market for our surgical products is the cataract surgery
market. However, we believe that our laser systems may potentially have broader
ophthalmic applications. Consequently, we believe that a strong research and
development capability is important for our future. In addition to our expanded
in-house research and development capabilities, we have enlisted several
recognized and respected consultants and other technical personnel to act in
technical and medical advisory capacities.

We believe our research and development capabilities provide us with
the ability to respond to regulatory developments, including new products, new
product features devised from our users and new applications for our products on
a timely and proprietary basis. We intend to continue investing in research and
development and to strengthen our ability to enhance existing products and
develop new products.

Research, development and service expenses (which includes production
and manufacturing support and the service department expenses) decreased by
$128,000, or 4%, to $2,819,000 for the twelve months ended December 31, 2002,
from $2,947,000 for the same period in 2001. Pursuant to the asset purchase
agreement with Innovative Optics, Inc., we issued 477,000 shares of our common
stock, which was valued at $630,000 based upon the current market value of the
stock at the time of issue. This amount was recorded as in-process research and
development costs related to the blade cost reduction project. No such expense
was recorded in 2001. Consulting fees related to software development and
enhancements increased to $71,000 during 2002 from $0 for the same period in
2001. None of the costs of research and development activities during 2002 and
2001 was borne directly by customers.

From December 1, 2000 to November 30, 2002, we entered into a series of
consulting agreements with Michael B. Limberg, M.D., in which he agreed to
evaluate new technologies and instruments for us. For his services during that
period, we issued Dr. Limberg a total of 48,000 shares of our common stock and
warrants to purchase 300,000 shares of common stock at exercise prices ranging
from $4.00 to $6.75 per share.

During the period in which Thomas F. Motter served as our chairman and
chief executive officer, he formed a clinical advisory board and met from time
to time with the board. Jeffrey F. Poore, who currently serves as our president
and chief executive officer, decided not to utilize the clinical advisory board.
Instead, he consults with former members of the advisory board on an informal
basis. We currently have no agreements with any former members of the clinical
advisory board and none of these former members hold or own any rights to our
products or technologies.

Competition

General. We are subject to competition in the cataract surgery and the
glaucoma diagnostic markets from two principal sources: (i) manufacturers of
competing ultrasound systems used when performing cataract treatments and (ii)
developers of technologies for ophthalmic diagnostic and surgical instruments
used for treatment. A few large companies that are well established in the
marketplace, have experienced management, are well financed and have well
recognized trade names and product lines dominate the surgical equipment
industry. We believe that the combined sales of five entities account for over
90% of the cataract surgery market. The remaining market is fragmented among
emerging smaller companies, some of which are foreign. The ophthalmic diagnostic
market has a similar composition.

Most major competitors either entered or expanded into the cataract or
glaucoma markets through the acquisition of smaller, entrepreneurial
high-technology manufacturing companies. Therefore, because existing competitors
or other entities desiring to enter the market could conceivably acquire current
entrepreneurial enterprises with small market activity, any and all competitors
must be considered to be formidable.

The Cataract Surgical System Industry. The major manufacturers
utilizing ultrasonic technology offer products currently in use. Those systems
rely on accessories including single-use cassette packs and other ancillary
surgical disposables such as saline solution, sutures and intraocular lenses for
their profits. The cassette packs are required for fluid and tissue collection
during the surgical procedure. The cassette packs are generally unique and
proprietary to their respective systems and represent a barrier to entry for
third-party, lower-cost after-market suppliers. While there is growing market
resistance in the United States and internationally to single-use cassettes, we
anticipate that manufacturers of ultrasound equipment will continue to develop
and enhance their present ultrasound products in order to protect their
investments in system and cassette technology and to protect their profits from
sales of these cassettes and accessories. Our Precisionist Thirty Thousand(TM)
ultrasonic phaco system has the ability to use either reusable or single-use
disposable components. The Photon(TM) laser cataract system will utilize probes
and cassette packs designed for single-use and semi-disposable instruments
priced at a level consistent with the demands of health care cost containment.
This will allow the health care providers a substantial measure of cost
containment, while providing us with the quality control and income capability
of cassette sales.

The international market, with significantly lower medical budgets, has
not been able to justify the expense of using disposable components. Budgetary
constraints have limited current manufacturers from gaining a significant share
of the international ultrasound equipment market, and have provided a niche for
the emerging smaller companies discussed above.

Ultrasound Equipment Manufacturers. As a relatively recent entrant into
the cataract surgical equipment market with a newer equipment line, we are
establishing ourself and, as yet, do not hold a significant share of the market.
We currently recognize Bausch & Lomb, Alcon Laboratories, and Allergan Medical
Optics as our primary competitors in the ultrasound phaco cataract equipment
market.

Laser Equipment Manufacturers. There are several other companies
attempting to develop laser equipment for cataract surgery. These companies can
be differentiated by the laser wavelength employed for the cataract surgery.
Based on the information currently available to us; Er:YAG laser wavelength
appears to offer a less viable means of removing cataracts than the Nd:Yag
wavelength used by the Photon(TM). One competitor uses a Nd:YAG wavelength,
however the laser is used only to vibrate an ultrasonic needle. Thus the device
remains an ultrasonic system subject to same risk factors of phaco, thereby
eliminating the benefits of using a laser to remove the cataract. We also

believe that our product is sufficiently distinctive and, if properly marketed,
can capture a significant share of the cataract surgical device market. However,
there are substantial risks in undertaking a new venture in an established and
already highly competitive industry. In the short-term, we are seeking to
exploit these opportunities. Depending upon further developments, we may
ultimately exploit those opportunities through a merger with a stronger entity
already established or one that desires to enter the medical industry.

We believe that our ability to compete successfully will depend on our
capability to create and maintain advanced technology, develop proprietary
products, attract and retain scientific personnel, obtain patent or other
proprietary protection for our products and technologies, obtain required
regulatory approvals and manufacture, assemble and successfully market products
either alone or through third parties.

The Retinal Diagnostic Market. The Glaucoma Research Foundation
suggests that with the aging of the so-called baby boom generation, there will
be an increase of macular degeneration and glaucoma in the United States, the
leading causes of adult blindness worldwide. The National Eye Institute stated
in 2002 that the number of visually impaired Americans is likely to double over
the next three decades. Their report estimated that 2.4 million people suffer
some vision impairment in this country. The damage caused by these diseases is
irreversible. The preconditions for the onset of macular degeneration or
glaucoma are low ocular blood flow and/or high intraocular pressure. Diagnostic
screening is important for individuals susceptible to these diseases. People in
high risk categories include: African Americans over 40 years of age, all
persons over 60 years of age, persons with a family history of glaucoma or
diabetes, and the very nearsighted. The glaucoma Research Foundation recommends
that these high risk individuals be tested regularly for glaucoma. According to
the U.S. Census Bureau, in 1995 there were over 30 million adults 65 years of
age and older and 8 million African Americans 45 years of age and older. The
Glaucoma Research Foundation reports that glaucoma currently accounts for more
than 7 million visits to physicians annually.

We are subject to intense competition in the ophthalmic diagnostic
market from well-financed, established companies with recognizable trade names
and product lines and new and developing technologies. The industry is dominated
by several large entities which we believe account for the majority of
diagnostic equipment sales. We continue to derive revenues from the sale of its
ultrasound diagnostic equipment and blood flow analyzer. The blood flow analyzer
is designed to detect glaucoma in an earlier stage than is presently possible.
In addition, the device performs tonometry and blood flow analysis. Other
ophthalmic diagnostic devices that do not detect glaucoma in the early stages of
the disease as does our analyzer retail at comparable prices. Thus, we believe
that we can compete in the diagnostic market place based upon the lower price
and improved diagnostic functions of the analyzer.

Intellectual Property Protection

Our cataract surgical products are proprietary in design, engineering
and performance. Our surgical ultrasonic products have not been patented to date
because the primary technology for ultrasonic tissue fragmentation, as available
to all competitors in the market, is mainly in the public domain.

We did acquire proprietary intellectual property in the transaction
with Humphrey Systems when we purchased the diagnostic ultrasonic product line
in 1999. This technology uses ultrasound to create a high-resolution computer
image of the unseen parts of the eye that is a "map" for the practitioner. The
P40 UBM Ultrasound Biomicroscope, one of the ultrasonic products we purchased,
is subject to a license agreement dated September 27, 1990, with Sunnybrook
Health Science Center. Under the terms of the license agreement, we have the
exclusive worldwide rights to manufacture and sell the UBM biomicroscope, for
which we are required to pay a royalty of $150 for each licensed product sold.
The license agreement was automatically terminated by its terms on September 27,
2002, at which time we had a royalty free world-wide license to use and sell the
P40 UBM Ultrasound Biomicroscope. However, we have a continuing obligation after
such termination to continue to use and sell the biomicroscope only in the field
of ophthalmology.

The Photon(TM) laser cataract probe is protected under a United States
patent issued to Daniel M. Eichenbaum, M.D. in 1987 and subsequently assigned to
PhotoMed International, Inc. and a Japanese patent issued to us in 1997 for the
utility and methods of laser ablation, aspiration and irrigation of tissue
through a hand-held probe of a unique design. The United States patent is due to
expire in September 2004.

We secured the exclusive worldwide rights to this patent shortly after
its issue, and to the international patents pending, from PhotoMed by means of a
license agreement dated July 7, 1993. The license agreement provides us with the
rights to manufacture, distribute and sell a laser system using the Photon(TM)

laser cataract probe and related components to customers on a world wide basis,
for which PhotoMed is to receive a 1% royalty on all net sales of such systems
and related components sold worldwide.

Under the license agreement PhotoMed is entitled to all royalty
payments from net sales at the time of billing to the purchaser or within 30
days of the date of shipment, whichever occurs first. We are required each
quarter to prepare a summary of sales and the royalties to which PhotoMed is
entitled to be paid. The sales summary must list the number of surgical systems
and disposable units sold in each country, the dollar value of gross and net
sales, the amount of the royalty to which PhotoMed is entitled, and any other
information requested by PhotoMed from time to time. Under the terms of the
agreement, we have agreed to be actively engaged in either research and
development of a saleable product utilizing the patent or in marketing and
selling such a product.

The license agreement was amended on December 5, 1997 to allow PhotoMed
the right to conduct research, development and marketing utilizing the patent in
certain medical subspecialties other than ophthalmology for which we would
receive royalty payments equal to 1% of the proceeds from the net sales of
products utilizing the patent. The license agreement expires when the United
States patent rights expire in September 2004, but the license agreement shall
be automatically extended or renewed for any term of extension or renewal
awarded for the patent rights. In addition, we have the right to terminate the
license agreement at any time after July 7, 2003 upon 90 days prior written
notice to PhotoMed.

PhotoMed and Dr. Eichenbaum brought legal action against us on
September 11, 2000 involving an amount of royalties that are allegedly due and
owing to them from the sale of equipment by us. We have paid $14,736 to bring
all royalty payments up to date through June 30, 2001. We have been working with
PhotoMed and Dr. Eichenbaum to ensure that the royalty calculations have been
correctly made. It is anticipated that once the parties agree on the correct
royalty calculations, the legal action will be dismissed. However, if the partes
are unable to agree on a method for calculating royalties, there is a risk that
PhotoMed and Dr. Eichenbaum might amend the complaint to request termination of
the license agreement and, if successful, we would lose our rights to
manufacture or sell the Photon(TM) laser system.

The Photon(TM) laser cataract probe is also protected under a United
States patent issued to us in 2002 for a laser surgical device for the removal
of intraocular tissue including a handpiece and a trap. The patent is due to
expire in August 2019. There are also two pending United States patents relating
to the Photon(TM) laser cataract probe.

The Blood Flow Analyzer(TM) has been granted a patent in the United
Kingdom in 1998 and in the United States in 1999, and has a patent pending in
Japan. These patents relate to pneumatic pressure probes for use in measuring
change in intra-ocular pressure and in measuring pulsatile ocular blood flow.
The United States patent rights expire in January 2019 and the United Kingdom
patent rights expire in November 2015.

The Dicon(TM) Perimeter and the Dicon(TM) Corneal Topographer each have
a U.S. patent with a wide scope of claims. The United States patent for the
Dicon(TM) Perimeter was issued in 1991 and the patent rights expire in March
2010. The United States patent for the Dicon(TM) Corneal Perimeter was issued in
2002 and the patent rights expire in January 2018.

Our trademarks are important to our business. It is our policy to
pursue trademark registrations for its trademarks associated with its products
as appropriate. Also, we rely on common law trademark rights to protect its
unregistered trademarks, although common law trademark rights do not provide us
with the same level of protection as would U.S. federal registered trademarks.
Common law trademark rights only extend to the geographical area in which the
trademark is actually used while U.S. federal registration prohibits the use of
the trademark by any party anywhere in the United States.

We also rely on trade secret law to protect some aspects of our
intellectual property. All of our key employees, consultants and advisors are
required to enter into a confidentiality agreement with us. Most of our
third-party manufacturers and formulators are also bound by confidentiality
agreements with us.

Regulation

The FDA under the Food, Drug and Cosmetics Act regulates our surgical
and diagnostic systems as medical devices. As such, these devices require
Premarket clearance or approval by the FDA prior to their marketing and sale.

Such clearance or approval is premised on the production of evidence sufficient
for us to show reasonable assurance of safety and effectiveness regarding our
products. Pursuant to the Food, Drug and Cosmetics Act, the FDA regulates the
manufacture, distribution and production of medical devices in the United States
and the export of medical devices from the United States. Noncompliance with
applicable requirements can result in fines, injunctions, civil penalties,
recall or seizure of products, total or partial suspension of production, denial
of Premarket clearance or approval for devices. Recommendations by the FDA that
we not be allowed to enter into government contracts and criminal prosecution
may also be made.

Following the enactment of the Medical Device Amendments to the Food,
Drug and Cosmetics Act in May 1976, the FDA began classifying medical devices in
commercial distribution into one of three classes: Class I, II or III. This
classification is based on the controls that are perceived to be necessary to
reasonably ensure the safety and effectiveness of medical devices. Class I
devices are those devices, the safety and effectiveness of which can reasonably
be ensured through general controls, such as adequate labeling, advertising,
pre-marketing notification and adherence to the FDA's Quality System
Requirements regulations. Some Class I devices are exempt from some of the
general controls. Class II devices are those devices the safety and
effectiveness of which can reasonably be assured through the use of special
controls, such as performance standards, postmarket surveillance, patient
registries and FDA guidelines. Class III devices are devices that must receive
pre-marketing approval by the FDA to ensure their safety and effectiveness.
Generally, Class III devices are limited to life-sustaining, life-supporting or
implantable devices, or to new devices that have been found not to be
substantially equivalent to legally marketed devices.

There are two principal methods by which FDA approval may be obtained.
One method is to seek FDA approval through a pre- marketing notification filing
under Section 510(k) of the Food, Drug and Cosmetics Act. If a manufacturer or
distributor of a medical device can establish that a proposed device is
"substantially equivalent" to a legally marketed Class I or Class II medical
device or to a pre-1976 Class III medical device for which the FDA has not
called for a pre-marketing approval, the manufacturer or distributor may seek
FDA Section 510(k) pre-marketing clearance for the device by filing a Section
510(k) pre-marketing notification. The Section 510(k) notification and the claim
of substantial equivalence will likely have to be supported by various types of
data and materials, possibly including clinical testing results, obtained under
an Investigational Device Exemption granted by the FDA. The manufacturer or
distributor may not place the device into interstate commerce until an order is
issued by the FDA granting pre- marketing clearance for the device. There can be
no assurance that we will obtain Section 510(k) pre-marketing clearance for any
of the future devices for which we seek such clearance including the Photon(TM)
laser system.

The FDA may determine that the device is "substantially equivalent" to
another legally marketed Class I, Class II or pre-1976 Class III device for
which the FDA has not called for a pre-marketing approval, and allow the
proposed device to be marketed in the United States. The FDA may determine,
however, that the proposed device is not substantially equivalent, or may
require further information, such as additional test data, before the FDA is
able to make a determination regarding substantial equivalence. A "not
substantially equivalent" determination or a request for additional information
could delay our market introduction of our products and could have a material
adverse effect on our business, operating results and financial condition.

The alternate method to seek approval is to obtain pre-marketing
approval from the FDA. If a manufacturer or distributor of a medical device
cannot establish that a proposed device is substantially equivalent to another
legally marketed device, whether or not the FDA has made a determination in
response to a Section 510(k) notification, the manufacturer or distributor will
have to seek pre- marketing approval for the proposed device. A pre-marketing
approval application would have to be submitted and be supported by extensive
data, including preclinical and clinical trial data to prove the safety and
efficacy of the device. If human clinical trials of a proposed device are
required and the device presents a significant risk, the manufacturer or the
distributor of the device will have to file an Investigational Device Exemption
application with the FDA prior to commencing human clinical trials. The
Investigational Device Exemption application must be supported by data,
typically including the results of animal and mechanical testing. If the
Investigational Device Exemption application is approved, human clinical trials
may begin at a specific number of investigational sites, and the approval letter
could include the number of patients approved by the FDA.

An Investigational Device Exemption clinical trial can be divided into
several parts or phases. Sometimes, a company will conduct a feasibility study
(Phase I) to confirm that a device functions according to its design and
operating parameters. This is a usual clinical trial site. If the Phase I
results are promising, the applicant may, with the FDA's permission, expand the
number of clinical trial sites and the number of patients to be treated to

assure reasonable stability of clinical results. Phase II studies are performed
to confirm predictability of results and the absence of adverse reactions. The
applicant may, upon receipt of the FDA's authorization, subsequently expand the
study to a third phase with a larger number of clinical trial sites and a
greater number of patients. This involves longer patient follow-up times and the
collection of more patient data. Product claims, labeling and core data for the
pre-marketing approval are derived primarily from this portion of the clinical
trial. The applicant may also, upon receipt of the FDA's permission, consolidate
one or more of such portions of the study. Sponsors of clinical trials are
permitted to sell those devices distributed in the course of the study, provided
such compensation does not exceed recovery of the costs of manufacture,
research, development and handling. Although both approval methods may require
clinical testing of the device in question under an approved Investigational
Device Exemption, the pre-marketing approval procedure is more complex and time
consuming.

Upon receipt of the pre-marketing approval application, the FDA makes a
threshold determination whether the application is sufficiently complete to
permit a substantive review. If the FDA determines that the pre-marketing
approval is sufficiently complete to permit a substantive review, the FDA will
"file" the application. Once the submission is filed, the FDA has by regulation
90 days to review it; however, the review time is often extended significantly
by the FDA asking for more information or clarification of information already
provided in the submission. During the review period, an advisory committee may
also evaluate the application and provide recommendations to the FDA as to
whether the device should be approved. In addition, the FDA will inspect the
manufacturing facility to ensure compliance with the FDA's Quality System
Requirements prior to approval of a pre-marketing application. While the FDA has
responded to pre-marketing approval applications within the allotted time
period, pre-marketing approval reviews generally take approximately 12 to 18
months or more from the date of filing to approval. The pre-marketing approval
process is lengthy and expensive, and there can be no assurance that such
approval will be obtained for any of our products determined to be subject to
such requirements. A number of devices for which other companies have sought
pre-marketing approval have never been approved for marketing.

Any products manufactured or distributed by us pursuant to a premarket
clearance notification or pre-marketing approval are or will be subject to
pervasive and continuing regulation by the FDA. The Food, Drug and Cosmetics Act
also requires that our products be manufactured in registered establishments and
in accordance with Quality System Requirements regulations. Labeling,
advertising and promotional activities are subject to scrutiny by the FDA and,
in certain instances, by the Federal Trade Commission. The export of medical
devices is also subject to regulation in certain instances. In addition, the use
of our products may be regulated by various state agencies. All lasers
manufactured for us are subject to the Radiation Control for Health and Safety
Act administered by the Center for Devices and Radiological Health of the FDA.
The law requires laser manufacturers to file new product and annual reports and
to maintain quality control, product testing and sales records, to incorporate
certain design and operating features in lasers sold to end users pursuant to
specific performance standards, and to comply with labeling and certification
requirements. Various warning labels must be affixed to the laser, depending on
the class of the product, as established by the performance standards.

Although we believe that we currently comply and will continue to
comply with all applicable regulations regarding the manufacture and sale of
medical devices, such regulations are always subject to change and depend
heavily on administrative interpretations. There can be no assurance that future
changes in review guidelines, regulations or administrative interpretations by
the FDA or other regulatory bodies, with possible retroactive effect, will not
materially adversely affect us. In addition to the foregoing, we are subject to
numerous federal, state and local laws relating to such matters as safe working
conditions, manufacturing practices, environmental protection, fire hazard
control and disposal of potentially hazardous substances. There can be no
assurance that we will not be required to incur significant costs to comply with
such laws and regulations and that such compliance will not have a material
adverse effect upon our ability to conduct business.

We and the manufacturers of our products may be inspected on a routine
basis by both the FDA and individual states for compliance with current Quality
System Requirements regulations and other requirements.

Congress has considered several comprehensive federal health care
programs designed to broaden coverage and reduce the costs of existing
government and private insurance programs. These programs have been the subject
of criticism within Congress and the health care industry, and many alternative
programs and features of programs have been proposed and discussed. Therefore,
we cannot predict the content of any federal health care program, if any is
passed by Congress, or its effect on us and our business. Some measures that
have been suggested as possible elements of a new program, such as government
price ceilings on non-reimbursable procedures and spending limitations on
hospitals and other healthcare providers for new equipment, could have an
adverse effect on our business, operating results or financial condition.
Uncertainty concerning the features of any health care program considered by the
Congress, its adoption by the Congress and the effect of the program on our
business could result in volatility of the market price of our common stock.

Furthermore, the introduction of our products in foreign countries may
require us to obtain foreign regulatory clearances. We believe that only a
limited number of foreign countries have extensive regulatory requirements,
including France, Germany, Korea, China and Japan. The time involved for
regulatory approval in foreign countries varies and can take a number of years.
A number of European and other economically advanced countries, including Italy,
Norway, Spain and Sweden, have not developed regulatory agencies for intensive
supervision of such devices. Instead, they generally have been willing to accept
the approval of the FDA. Therefore, a pre-marketing approval, Section 510(k) or
approved Investigational Device Exemption from the FDA is tantamount to approval
in those countries. These countries and most developing countries have simply
deferred direct discretion to licensed practicing surgeons to determine the
nature of devices that they will use in medical procedures. Our two ultrasound
systems, the Photon(TM) laser cataract system we are developing and the ocular
blood flow analyzer are all devices, which require FDA approval. Therefore, a
significant aspect of the acceptance of the devices in the market is the our
effectiveness in obtaining the necessary approvals. Having an approved
Investigational Device Exemption allows us to export a product to qualified
investigational sites.

Regulatory Status of Products

All of our products, with the exception of the Photon(TM), are approved
for sale in the U.S. by the FDA under a 510(k). All of our products have been
accepted for import into CE countries and various non-CE countries.

We acquired permission from the FDA to export the Photon(TM) Laser
Cataract System outside the United States under an open Investigational Device
Exemption granted by the FDA in September 1994. Although the Photon(TM) laser
cataract system is uniquely configured in an original and proprietary manner,
the laser system, a Nd:YAG laser, is not proprietary to the device or us and is
widely used in the medical industry and other industries as well. Of particular
significance is the fact that this particular component has received previous
market clearance from the FDA for other ophthalmic and medical applications.
Also of significance is our belief that the surgical treatment method used with
the Photon(TM) laser is similar to the current ultrasound cataract treatment
employed by ophthalmologists.

We submitted a Premarket Notification 510(k) application to the FDA for
the Photon(TM) laser cataract system in September 1993. The FDA requested
clinical support data for claims made in the 510(k), and in October 1994 we
submitted an Investigational Device Exemption application to provide for a
"modest clinical study" in order to collect the data required by the FDA for
clearance of the Photon(TM) laser cataract system. The FDA granted this
Investigational Device Exemption in May 1995 for a Phase I Feasibility Study. We
began human clinical trials in April 1996 and completed the Phase I study in
November 1997. We started Phase II trials in September 1998 and completed
numerous cases of treatment group and control group patients which were included
in our submission to the FDA.

We received a warning letter dated August 30, 2000, from the Office of
Compliance, Center for Devices and Radiological Health of the Food and Drug
Administration relating to certain deficiencies in the human clinical trials for
our Photon(TM) Laser Cataract System. The warning letter concerns the conditions
found by the FDA during several audits at our clinical sites. The FDA's comments
were isolated to the administrative procedures of compiling data from the
clinical sites. We responded to the warning letter in a submission dated
September 27, 2000. In the submission we took corrective action that included
submitting a revised clinical protocol and case report forms and procedures for
the collection and control of data. In a subsequent letter dated November 2,
2000 to us, the FDA granted conditional approval provided that we correct
certain deficiencies. After providing several additional submissions to the FDA,
we received a letter dated February 13, 2001 from the FDA stating that the
deficiencies had been corrected and the clinical trials could continue.

Subsequent to the warning letter, we received approval to continue our
clinical trials, the results of which were included in our supplemental
submission to the FDA in October 2001 for the existing (510)(k) predicate device
application for the Photon(TM) laser system. In December 2001, we received a
preliminary review from the FDA regarding the supplemental submission. As a
result of that preliminary review, we submitted additional clinical information
to the FDA on February 6, 2002. The application is receiving ongoing review by
the FDA. On May 7, 2002, we received a letter from the FDA requesting further
clinical information. We have generated additional clinical information in
response to the letter and are uncertain if we will make a submission to the FDA
with the additional clinical information. Because of the "going concern" status
of the company, management has focused efforts on those products and activities
that will, in its opinion, achieve the most resource efficient short-term cash
flow to the company. Our diagnostic products are currently our major focus and
the Photon(TM) and other extensive research and development prospects have been
put on hold pending future evaluation when our financial position improves. Our
focus is not on any specific diagnostic product or products, but rather on our
entire group of diagnostic products.

Facilities

Our executive offices are currently located at 2355 South 1070 West,
Salt Lake City, Utah. This facility consists of approximately 23,238 square feet
of leased office space under a three-year lease that was to expire on March 1,
2003 with an additional three-year renewal option. These facilities are leased
from Eden Roc, a California partnership, at a base monthly rate of $21,163 plus
a $3,342 monthly common area maintenance fee. In January 2003, we renegotiated a
three-year lease with Eden Roc at a monthly rate of $9,295 plus a $1,859 common
area maintenance fee for the year 2003, with rate increases to $9,574 for 2004
and to $9,861for 2005. Pursuant to the lease, we pay all real estate and
personal property taxes and the insurance costs on the premises.

We believe that these facilities are adequate and satisfy our needs for
the foreseeable future.

Employees

As of December 31, 2003, we had 31 full-time employees. This number
does not include our manufacturer's representatives who are independent
contractors rather than our employees. We also utilize several consultants and
advisors. There can be no assurance that we will be successful in recruiting or
retaining key personnel. None of our employees are a member of a labor union and
we have never experienced any business interruption as a result of any labor
disputes.

In December 2001, we initiated the first phase of a corporate
downsizing program to reduce our operating expenses. We implemented the second
phase of our downsizing program in the second quarter of 2002, by closing and
transferring our manufacturing from our site in San Diego, California to Salt
Lake City, resulting in further reductions in operating expenses. As a result of
the downsizing program and some resignations, the number of our employees has
been reduced by 77% from 112 to 26 employees. The estimated cost savings from
the downsizing program will be in excess of $2,000,000 annually. The costs of
downsizing have included one-time expenses of approximately $43,000 for moving
and travel. In addition, we incurred additional one-time expenses of
approximately $18,000 for housing accommodations for key employees working in
Salt Lake City. We realized a net cost savings from downsizing of approximately
$2,394,000 during the twelve month period ended December 31, 2002.

Legal Proceedings

An action was brought against us in March 2000 by George Wiseman, a
former employee, in the Third District Court of Salt Lake County, State of Utah.
The complaint alleges that we owe Mr. Wiseman 6,370 shares of our common stock
plus costs, attorney's fees and a wage penalty (equal to 1,960 additional shares
of our common stock) pursuant to Utah law. The action is based upon an extension
of a written employment agreement. We dispute the amount allegedly owed and
intend to vigorously defend against the action.

An action was brought against us on March 7, 2000 in the Third District
Court of Salt Lake County, State of Utah, by the Merrill Corporation that
alleges that we owe the Merrill Corporation approximately $20,000 together with
interest thereon at the rate of 10% per annum from August 30, 1999, plus costs
and attorney's fees. The complaint alleges a breach of contract relative to
printing services. We filed an answer to the complaint. On August 12, 2003, the
court dismissed the action without prejudice.

An action was brought against us on September 11, 2000 by PhotoMed
International, Inc. and Daniel M. Eichenbaum, M.D. in the Third District Court
of Salt Lake County, State of Utah. The action involves an amount of royalties
that are allegedly due and owing to PhotoMed International, Inc. and Dr.
Eichenbaum under a license agreement dated July 7, 1993, with respect to the
sale of certain equipment, plus costs and attorneys' fees. Discovery has taken
place and we have paid royalties of $14,736 to bring all payments up to date
through June 30, 2001. We have been working with PhotoMed and Dr. Eichenbaum to
ensure that the calculations have been correctly made on the royalties paid as
well as the proper method of calculation for the future.

It is anticipated that once the parties can agree on the correct
calculations on the royalties, the legal action will be dismissed. The issue in
dispute concerning the method of calculating royalties is whether royalties
should be paid on returned equipment. Since July 1, 2001, only one Photon(TM)

laser system has been sold and no systems returned. Thus, the amount of
royalties due, according to our calculations, is $600. We intend to make payment
of this amount to PhotoMed and Dr. Eichenbaum and, as a result, to have the
legal action dismissed. However, if the parties are unable to agree on a method
for calculating royalties, there is a risk that PhotoMed and Dr. Eichenbaum
might amend their complaint to request termination of the license agreement and,
if successful, we would lose our right to manufacture and sell the Photon(TM)
laser system.

We received a demand letter dated December 9, 2002 from counsel for Dan
Blacklock, dba Danlin Corp. The letter demands payment in the amount of $65,160
for manufacturing and supplying parts for microkeratome blades. Our records show
that we received approximately $34,824 in parts from the Danlin Corp., but that
the additional amounts that the Danlin Corp contends are owed were from parts
that were received but rejected by us because they had never been ordered. On
August 14, 2003, we agreed to make a $13,650 payment to Danlin Corp. in
settlement of the dispute. We have since made the $13,650 payment to Danlin
Corp.

On January 24, 2003, an action was brought by Dr. John Charles Casebeer
against us in the Montana Second Judicial District Court, Silver Bow County,
State of Montana (Civil No. DU-0326). The complaint alleges that Dr. Casebeer
entered into a personal services contract with us memorialized by a letter dated
April 20, 2002, with it being alleged that Dr. Casebeer fully performed his
obligations. Dr. Casebeer asserts that he is entitled to $43,750 per quarter for
consultant time and as an incentive to be granted each quarter $5,000 in options
issued at the fair market value. An additional purported incentive was $50,000
in shares of stock being issued at the time a formalized contract was to be
signed by the parties. In the letter it is provided that at its election, we may
pay the consideration in the form of stock or cash and that stock would be
issued within 30 days of the close of the quarter. Prior to the litigation, we
issued 43,684 shares to Dr. Casebeer. The referenced letter provides that
termination may be made by either party upon giving 90 days written notice.
Notice was given by us in early November 2002. We recently filed its answer in
defense of the action. Issues include whether or not Dr. Casebeer fully
performed as asserted. The case has been settled through the issuance of 300,000
additional shares of our common stock to Dr. Casebeer.

Analyzer(TM). The complaint also alleges that on July 11, 2002, we issued a
press release falsely announcing that we had received a purchase order from
Valdespino Associates Enterprises and Westland Financial Corporation for 200
sets of our entire portfolio of products, with $70 million in systems to be
delivered over a two-year period, then another $35 million of orders to be
completed in the third year. As a result of these statements, the complaint
contends that the price of our shares of common stock was artificially inflated
during the period from April 25, 2001 through May 14, 2003, and the persons who
purchased our common shares during that period suffered substantial damages. The
complaint requests judgment for unspecified damages, together with interest and
attorney's fees.

On July 11, 2002, we issued a press release that stated we received a
purchase order from Valdespino Associates Enterprises and Westland Financial
Corporation for 200 complete sets of our entire product portfolio of diagnostic
and surgical equipment for Mexican ophthalmic practitioners, to be followed by a
second order of 100 sets of equipment. The press release was based on a purchase
order dated July 10, 2002 that we entered into with Westland Financial
Corporation for the sale of 200 complete sets of our surgical and diagnostic
equipment to Mexican ophthalmic practitioners. The press release also stated
that the initial order was for $70 million of our equipment to be filled over a
two-year period followed by the second order of $35 million in equipment to be
completed in the third year. The press release further stated that delivery
would be made in traunches of 25 complete sets of our equipment, beginning in 30
days from the date of the purchase order.

which is excess of a $250,000 retention. The officers and directors named in the
consolidated cases have requested coverage under the policy. U.S. Fire is
currently investigating whether it may have a right to deny coverage for the
consolidated cases based upon policy terms, conditions and exclusions or to
rescind the policy based upon misrepresentations contained in our application
for insurance.

On July 10, 2003, an action was filed in the United States District
Court, District of Utah, by Innovative Optics, Inc. and Barton Dietrich
Investments, L.P. Defendants include us, Thomas Motter, Mark Miehle and John
Hemmer, former officers of the company. The complaint claims that Innovative and
Barton entered into an asset purchase agreement with us on January 31, 2002, in
which we agreed to purchase all the assets of Innovative in consideration for
the issuance of 1,310,000 shares of the Company's common stock to Innovative.
The complaint claims we breached the asset purchase agreement. The complaint
also claims that we allegedly made false and misleading statements pertaining to
the Blood Flow Analyzer(TM) and concerning a purchase order from Valdespino
Associates Enterprises and Westland Financial Corporation. The purpose of these
statements, according to the complaint, was to induce Innovative to sell its
assets and purchase the shares of our common stock at artificially inflated
prices while simultaneously deceiving Innovative and Barton into believing that
the Company's shares were worth more than they actually were. The complaint
contends that had Innovative and Barton known the truth they would not have sold
Innovative to us, would not have purchased our stock for the assets of
Innovative, or would not have purchased the stock at the inflated prices that
were paid. The complaint further contends that as a result of the allegely false
statements, Innovative and Barton suffered substantial damages in an amount to
be proven at trial.

An action was filed on June 20, 2003, in the Third Judicial District
Court, Salt Lake County, State of Utah (Civil No. 030914195) by CitiCorp Vendor
Finance, Inc., formerly known as Copelco Capital, Inc. The complaint claims that
$49,626 plus interest is due for the leasing of two copy machines that were
delivered to our Salt Lake City facilities on or about April of 2000. The action
also seeks an award of attorney's fees and costs incurred in the collection. We
dispute the amounts allegedly owed, asserting that the equipment we returned to
the leasing company did not work properly. A responsive pleading has not yet
been filed. We are currently engaged in settlement discussions with CitiCorp.

An action was filed in June, 2003 in the Third Judicial District Court,
Salt Lake County, State of Utah (Civil No. 030914719) by Franklin Funding, Inc.
in which it alleges that we had entered into a lease agreement for the lease of
certain equipment for which payment is due. It is claimed that there is due and
owing approximately $89,988 after accruing late fees, interest, repossession
costs, collection costs and attorneys' fees. On August 28, 2003, we agreed to a
settlement of the case with Franklin Funding by agreeing to make 24 monthly
payments of $2,300 to Franklin Funding, with the first monthly payment due on
August 29, 2003.

We are not a party to any other material legal proceedings outside the
ordinary course of its business or to any other legal proceedings which, if
adversely determined, would have a material adverse effect on our financial
condition or results of operations.

MANAGEMENT

Directors and Executive Officers

As of December 12, 2003, our executive officers and directors, their
ages and their positions are set forth below:

Name Age Position
---- --- --------
Jeffrey F. Poore 55 President and Chief Executive Officer
David I. Cullumber 48 Chief Operating Officer and Chief
Technical Officer
Randall A. Mackey, Esq. 58 Chairman of the Board, Secretary and
Director
David M. Silver, PhD. 61 Director
Keith D. Ignotz 54 Director

The directors are elected for one-year terms that expire at the next
annual meeting of shareholders. Executive officers are elected annually by the
Board of Directors to hold office until the first meeting of the Board following
the next annual meeting of shareholders and until their successors have been
elected and qualified.

Jeffrey F. Poore, D.D.S. has served as our President and Chief
Executive Officer since March 24, 2003. Dr. Poore served as Court Appointed
Receiver and Custodian of a $50 million a year company from 2000 to 2003. From
1998 to 2000, Dr. Poore served as Chief Executive Officer for Outsource Group, a
high-tech company that produces medical practice management software. From 1996
to 1998, he served as Chairman, Chief Executive Officer and acting President of
Healthchair Group, Inc., a manufacturer of medical and dental equipment. From
1994 to 1996, Dr. Poore served as President and Chief Executive Officer of
Comphealth, one of the nation's largest health care professional staffing
organizations. From 1985 to 1992, Dr. Poore served as Associate Regional Vice
President of FHP of Utah, Inc. He earned a B.A. degree in Economics from Brigham
Young University in 1971, and a D.D.S. degree from Loyola Medical Center in
1976. Dr. Poore also served as a director of Interwest Home Medical from 1995
until its acquisition by Praxair in June 2001

David I. Cullumber has served as our Chief Operating Officer since
November 6, 2003 and our Chief Technical Officer since August 18, 2003. From
1982 to August 2003, Mr. Cullumber served as President and founder of A-Mech
Engineering, Inc., a Utah based mechanical and industrial engineering firm. He
is an accomplished multi-discipline engineer with experience in solving
technical problems and mastering technologies to develop design solutions. Mr.
Cullumber also has experience in opto-mechanical and high performance
electro-mechanical mechanisms and has worked with robotics, materials, stress
analysis, high vacuum equipment, consumer products and medical devices. In
addition, he is the holder of numerous design patents. Mr. Cullumber received a
B.S.M.E. degree in Mechanical Engineering from California State Polytechnic
University in 1978.

Randall A. Mackey, Esq. has been our Chairman of the Board since August
20, 2002, and a director since January 2000. He had served as a director of the
company from November 1995 to September 1998. Mr. Mackey has been President of
the Salt Lake City law firm of Mackey Price & Thompson since 1992, and a
shareholder and director of the firm and its predecessor firms since 1989. Mr.
Mackey received a B.S. degree in Economics from the University of Utah in 1968,
an M.B.A. degree from the Harvard Business School in 1970, a J.D. degree from
Columbia Law School in 1975 and a B.C.L. degree from Oxford University in 1977.
Mr. Mackey has also served as Chairman of the Board from June 2001 to May 2003,
and as a director from 1998 to May 2003 of Cimetrix, Incorporated, a software
development company. Mr. Mackey has additionally served as Chairman of the Board
from July 2000 to July 2003 and as a trustee from 1993 to July 2003 of Salt Lake
Community College.

David M. Silver, Ph.D. has been a director since January 2000. He had
served as a director of the company from November 1995 to September 1998. Dr.
Silver is a Principal Senior Scientist in the Milton S. Eisenhower Research and
Technology Development Center at the Johns Hopkins University Applied Physics
Laboratory, where he has been employed since 1970. He served as the J. H.
Fitzgerald Dunning Professor of Ophthalmology in the Johns Hopkins Wilmer Eye
Institute in Baltimore during 1998-99. He received a B.S. degree from Illinois
Institute of Technology, an M.A. degree from Johns Hopkins University and a
Ph.D. degree from Iowa State University before holding a postdoctoral fellowship
at Harvard University and a visiting scientist position at the University of
Paris.

Keith D. Ignotz has been a director since November 2000. He has been
President and Chief Operating Officer of SpectRx, Inc., a medical technology
company that he founded in 1992, which develops, manufactures and markets
alternatives to traditional blood-based medical tests. From 1986 to 1992, Mr.
Ignotz was Senior Vice President of Allergan Humphrey, Inc., a medical
electronics company. From 1985 to 1986, he was President of Humphrey Instruments
Limited-SKB, a medical electronics company, and from 1980 to 1985, Mr. Ignotz
was President of Humphrey Instruments GmbH, also a medical electronics company.
Mr. Ignotz also served on the Board of Directors of Vismed, Inc., d/b/a Dicon
from 1992 to June 2000. Mr. Ignotz received a B.A. degree in Sociology and
Political Science from San Jose University and an M.B.A. degree from Pepperdine
University. Mr. Ignotz has served as a trustee of Pennsylvania College of
Optometry since 1990, as a director for FluoRx, Inc. since 1997, and as a member
of the American Marketing Association of the American Association of Diabetes
Education.

Appointment of New Chief Operating Officer

On November 6, 2003, David I. Culumber was appointed as our Chief
Operating Officer. Mr. Culumber was also appointed as our Chief Technical
Officer on August 18, 2003.

Board Meetings and Committees

The Board of Directors held a total of seven meetings during the fiscal
year ended December 31, 2002. No director attended fewer than 75% of all
meetings of the Board of Directors during the 2002 fiscal year. The Audit
Committee of the Board of Directors consists of directors Dr. David M. Silver,
Randall A. Mackey and Keith D. Ignotz. The Audit Committee met twice during the
fiscal year. The Audit Committee is primarily responsible for reviewing the
services performed by our independent public accountants and internal audit
department and evaluating our accounting principles and our system of internal
accounting controls. The Compensation Committee of the Board of Directors
consists of directors Dr. David M. Silver, Randall A. Mackey and Keith D.
Ignotz. The Compensation Committee met two times during the fiscal year. The
Compensation Committee is primarily responsible for reviewing compensation of
executive officers and overseeing the granting of stock options.

Executive Compensation

The following table sets forth, for each of the last three fiscal
years, the compensation received by Thomas F. Motter, former Chairman of the
Board, and Chief Executive Officer and other executive officers whose salary and
bonus for all services in all capacities exceed $100,000 for the fiscal years
ended December 31, 2003, 2002 and 2001.

Summary Compensation Table
--------------------------

Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other Securities
Annual Restricted Underlying Long-term All Other
Name and Compen- Stock Options/ Incentive Compensa-
Principal Position Year Salary$ Bonus($) sation($)(6) Awards($) SARs(#) Payouts($) tion($)
------------------ ---- ------- -------- ------------ --------- ------------ ---------- ---------

Jeffrey F. Poore 2003(1) $136,015 0 0 0 1,000,000(6) 0 0
President and
Chief Executive
Officer

David I. 2003(1) $22,312 0 $16,616(7) 0 150,000(8) 0 0
Cullumber, Chief
Operating Officer
and Chief
Technical Officer

Gregory C. Hill 2003(1) $84,000 0 0 0 0 0 0
Former Vice
President of
Finance and
Chief Financial
Officer

Thomas F. Motter 2002(2) $187,483(9) 0 0 0 0 0 $19,750(4)(5)
Former Chairman 2001(3) $200,000 $ 22,380(10) 0 0 925,000(11) 0 $ 6,000(4)
of the Board and
Chief Executive 0
Officer

Mark R. Miehle 2002(2) $134,202 0 0 0 55,000(12) 0 $18,000(4)(14)
Former President 2001(3) $150,000 0 0 0 110,000(13) 0 $ 6,000(4)
and Chief
Operating Officer

Aziz A. 2003(1) $ 24,219 0 0 0 0 0 0
Mohabbat 2002(2) $126,878 0 0 0 0 0 0
Former Vice
President of
Operations(15)

Heber C. 2003(1) $ 36,855 0 0 0 150,000(17) 0 0
Maughan 2002(2) $114,416 0 0 0 0 0 0
Former Chief 2001(3) $ 27,500 0 0 0 30,000(18) 0 0
Financial
Officer(16)

--------------------
(1) For the fiscal year ended December 31, 2003
(2) For the fiscal year ended December 31, 2002
(3) For the fiscal year ended December 31, 2001

(4) The amounts under "All Other Compensation" for 2003, 2002 and 2001 include
payments related to the operation of automobiles and/or automobiles and
insurance by the named executives.
(5) The amounts under "All Other Compensation" for 2002 include payments
related to the residential housing accommodations for our employees,
living outside of Utah while they were working at our corporate
headquarters in Salt Lake City, leased from Mr. Motter at $2,500 per
month.
(6) On March 19, 2003, our board of directors granted Mr. Poore options to
purchase 1,000,000 shares of our common stock at an exercise price of $.16
per share.
(7) We paid A-Mech Engineering, Inc. a total of $16,616 for consulting
services during 2003. From 1982 to August 2003, Mr. Cullumber served as
President of A-Mech Engineering, Inc.
(8) On November 6, 2003, our board of directors granted Mr. Cullumber options
to purchase 150,000 shares of our common stock at an exercise price of
$.21 per share.
(9) Although Mr. Motter resigned as Chairman and Chief Executive Officer on
August 30, 2002, he continued to receive his salary under the terms of his
employment agreement through December 16, 2002.
(10) We awarded Mr. Motter a cash bonus in June 2001.
(11) On September 11, 2001, we granted Mr. Motter options to purchase 925,000
shares of our common stock at an exercise price of $2.75 per share.
(12) On January 29, 2002, our Board of Directors granted Mr. Miehle options to
purchase the 55,000 shares of our common stock at an exercise price of
$2.75 per share.
(13) On September 11, 2001, our Board of Directors granted Mr. Miehle options
to purchase 110,000 shares of our common stock at an exercise price of
$2.75 per share.
(14) On September 3, 2002, we entered into a consulting agreement with Mr.
Miehle in which we are required to pay him monthly consulting fees of
$5,000 over a period of six months. We paid him a total of $15,000 for
consulting services during the months of September, October and November
of 2002.
(15) Mr. Mohabbat was named as Interim Chief Operating Officer on August 30,
2002. He was not an officer in prior years.
(16) Mr. Maughan was named as Interim Chief Executive Officer on August 30,
2002. He was appointed Vice President of Finance, Treasurer and Chief
Financial Officer on October 1, 2001.
(17) On May 13, 2003, our Board of Directors granted Mr. Maughan options to
purchase 150,000 shares of our common stock at an exercise price of $.16
per share.
(18) On October 1, 2001, our Board of Directors granted options Mr. Maughan
options to purchase 30,000 shares of our common stock at an exercise price
of $2.75 per share.

Options

The following table sets forth information regarding stock options
granted during the fiscal year ended December 31, 2003, to each named executive
officer.

Option Grants in Last Fiscal Year

Individual Grants
-------------------------------------------------------------
Percentage of
Number of Total
Securities Options Exercise
Underlying Granted to Price
Options Employees in Per Share Expiration
Name Granted (#) Fiscal Year(%) ($/Sh) Date
---- ----------- -------------- ------ ----

Jeffrey F. Poore......................... 1,000,000(1) 56.3% $.16 3/19/08
David I. Cullumber....................... 150,000(2) 8.5% $.21 11/6/08
Gregory C. Hill.......................... 0 -- -- --
Heber C. Maughan......................... 150,000(3) 8.5% $.16 5/13/08
Aziz A. Mohabbat......................... 0 -- -- -

(1) Options for 800,000 shares vested on March 19, 2003, options for an
additional 100,000 shares vest on March 19, 2004, and options for the
remaining 100,000 shares vest on March 19, 2005.
(2) Options vest in three equal annual installments, beginning on November 6,
2003.
(3) Options vest in three equal annual installments, beginning on May 13,
2003.

The following table sets forth information regarding unexercised
options to acquire shares of our common stock held as of December 31, 2003, by
each named executive officer.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at December 31, 2003(#) at December 31, 2003($)
----------------------- -----------------------
Shares Acquired Value
Name on Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------

Jeffrey F. Poore.......... 0 0 800,000 200,000 0 0
David I. Cullumber........ 0 0 50,000 100,000 0 0
Gregory C. Hill........... 0 0 0 0 0 0
Heber C. Maughan............ 0 0 50,000 100,000 0 0
Aziz A. Mohabbat............ 0 0 0 0 0 0

Director Compensation

On July 11, 2003, Messrs. Randall A. Mackey, Dr. David M. Silver and
Keith D. Ignotz, directors of our company, were each granted options to purchase
125,000 shares of our common stock at an exercise price of $.25 per share. In
addition, outside directors are also reimbursed for their expenses in attending
board and committee meetings. Directors are not precluded from serving us in any
other capacity and receiving compensation therefore. The options were not issued
at a discount to the then market price.

Employee 401(k) Plan

In October 1996, our board of directors adopted a 401(k) Retirement
Savings Plan. Under the terms of the 401(k) plan, effective as of November 1,
1996, we may make discretionary employer matching contributions to our employees
who choose to participate in the plan. The plan allows the board to determine
the amount of the contribution at the beginning of each year. The Board adopted
a contribution formula specifying that such discretionary employer matching
contributions would equal 100% of the participating employee's contribution to
the plan up to a maximum discretionary employee contribution of 3% of a
participating employee's compensation, as defined by the plan. All persons who
have completed at least six months' service with us and satisfy other plan
requirements are eligible to participate in the plan.

1995 Stock Option Plan

We adopted a 1995 Stock Option Plan, for the officers, employees,
directors and consultants of our company on November 7, 1995. The plan
authorized the granting of stock options to purchase an aggregate of not more
than 300,000 shares of our common stock. On February 16, 1996, options for
substantially all 300,000 shares were granted. On June 9, 1997, our shareholders
approved an amendment to the plan to increase the number of shares of common
stock reserved for issuance thereunder from 300,000 shares to 600,000 shares. On
September 3, 1998, our shareholders approved an amendment to the plan to
increase the number of shares of common stock reserved for issuance thereunder
from 600,000 shares to 1,200,000 shares. On November 29, 2000, our shareholders
approved an amendment to the plan to increase the number of shares of common
stock reserved for issuance thereunder from 1,200,000 shares to 1,700,000
shares. On September 11, 2001, our shareholders approved an amendment to the
1995 plan to increase the number of shares of common stock reserved for issuance
thereunder from 1,700,000 shares to 2,700,000 shares. On June 13, 2003, our
shareholders approved an amendment to the plan to increase the member of shares
of common stock reserved for issuance thereunder from 2,700,000 shares to
3,700,000 shares.

The compensation committee administers the 1995 Stock Option Plan. In
general, the compensation committee will select the person to whom options will
be granted and will determine, subject to the terms of the plan, the number,
exercise, and other provisions of such options. Options granted under the plan
will become exercisable at such times as may be determined by the compensation
committee. Options granted under the plan may be either incentive stock options,
as such term is defined in the Internal Revenue Code, or non-incentive stock
options. Incentive stock options may only be granted to persons who are our
employees. Non-incentive stock options may be granted to any person, including,
but not limited to, our employees, independent agents, consultants as the
compensation committee believes has contributed, or will contribute, to our
success as the compensation committee believes has contributed, or will
contribute, to our success. The compensation committee determines the exercise
price of options granted under the 1995 Stock Option Plan, provided that, in the
case of incentive stock options, such price is not less than 100% (110% in the
case of incentive stock options granted to holders of 10% of voting power of our
stock) of the fair market value (as defined in the plan) of the common stock on
the date of grant. The aggregate fair market value (determined at the time of
option grant) of stock with respect to which incentive stock options become
exercisable for the first time in any year cannot exceed $100,000.

The term of each option shall not be more than ten years (five years in
the case of incentive stock options granted to holders of 10% of the voting
power of our stock) from the date of grant. The Board of Directors has a right
to amend, suspend or terminate the 1995 Stock Option Plan at any time; provided,
however, that unless ratified by our shareholders, no amendment or change in the
plan will be effective that would increase the total number of shares that may
be issued under the plan, materially increase the benefits accruing to persons
granted under the plan or materially modify the requirements as to eligibility
and participation in the plan. No amendment, supervision or termination of the
plan shall, without the consent of an employee to whom an option shall
heretofore have been granted, affect the rights of such employee under such
option.

Employment Agreements

We entered into an employment agreement with Thomas F. Motter, which
commenced on January 1, 1998 and expires on December 31, 2002. The employment
agreement requires Mr. Motter to devote substantially all of his working time as
our Chairman and Chief Executive Officer, provided that he may be terminated for
"cause" (as provided in the agreements) and prohibits him from competing with us
for two years following the termination of his employment agreement. The
employment agreement provides for the payment of an initial base salary of
$135,000, effective as of January 1, 1998. The employment agreement also
provides for salary increases and bonuses as shall be determined at the
discretion of the Board of Directors. Effective as of October 1, 1999, the Board
of Directors approved an increase in Mr. Motter's annual base salary to
$160,000, and effective as of July 1, 2000, the board approved an increase in
his annual base salary to $200,000, which remained in effect during 2002. Mr.
Motter resigned as Chairman and Chief Executive Officer on August 30, 2002. He
continued to receive his salary under the terms of the employment agreement
through December 16, 2002.

We entered into an employment agreement with Mark R. Miehle, which
commenced on June 5, 2000, and was to expire on June 4, 2003. The employment
agreement required Mr. Miehle to devote substantially all of his working time as
our President and Chief Operating Officer, provided that he may be terminated
for "cause" (as provided in the agreement) and prohibited him from competing
with us for two years following the termination of his employment agreement. The
employment agreement provided for the payment of an initial annual base salary
of $150,000, effective as of June 5, 2000, and the issuance of stock options to
purchase 150,000 shares of our common stock at $6.00 per share, to be vested in
equal annual amounts over a three year period. The employment agreement also
provided for salary increases and bonuses as to be determined at the discretion
of the Board of Directors. The stated annual compensation remained in effect
through December 31, 2001 and into 2002. The Board of Directors terminated the
employment agreement with Mr. Miehle on August 30, 2002. He entered into a six
month consulting agreement, which expired on February 28, 2003, for $5,000 per
month. Mr. Miehle was paid $15,000 in 2002 under the terms of the consulting
agreement.

We entered into an employment agreement with Jeffrey F. Poore, which
commenced on March 19, 2003 and expires on March 19, 2006. The employment
agreement requires Mr. Poore to devote substantially all of his working time as
our President and Chief Executive Officer, provided that he may be terminated
for "cause" (as provided in the agreements) and prohibits him from competing
with us for two years following the termination of his employment agreement. The
employment agreement provides for the payment of an initial base salary of
$175,000, effective as of March 19, 2003. The employment agreement also provides
for salary increases and bonuses as shall be determined at the discretion of the
Board of Directors. The employment agreement further provides for the issuance
of stock options to purchase 1,000,000 shares of our common stock at $.16 per
share, of which options to purchase 800,000 shares of common stock shall vest on
March 19, 2003, options for an additional 100,000 shares of common stock shall
vest on March 19, 2004, and options for an additional 100,000 shares of common
stock shall vest on March 19, 2005.

Severance Agreement

On August 30, 2002, the Board of Directors terminated the employment
agreement with Mark R. Miehle who had been serving as our President and Chief
Operating Officer. Under the terms of the termination of Mr. Miehle's employment
agreement, the stock options issued to him on April 19, 2000 to purchase 150,000
shares of our common stock at $6.00 per share, on September 11, 2001 to purchase
110,000 shares of our common stock at $2.75 per share, and on January 28, 2002
to purchase 55,000 shares of our common stock at $2.75 per share were fully
vested as of the date of such termination and continue to be exercisable for a
period of one year following the termination of a consulting agreement, at which
time such options would expire.

The termination of the employment agreement also required us to enter
into a consulting agreement with Mr. Miehle. Under the terms of the consulting
agreement, Mr. Miehle is to provide consulting services to us for a period of
six months for a fee of $5,000 per month. The consulting agreement is to be
automatically renewed for an additional six months at a fee of $3,000 per month
unless we deliver written notice to Miehle at least 30 days prior to the end of
the initial six month term that we will not renew the agreement. We paid Mr.
Miehle a total of $15,000 under the consulting agreement for consulting services
during the months of September, October and November of 2002. We also provided
written notice to Mr. Miehle more than 30 days prior to the end of the initial
six month term of the consulting agreement of our intention not to review the
agreement.

Limitation of Liability and Indemnification

We reincorporated in Delaware in February 1996, in part, to take
advantage of certain provisions in Delaware's corporate law relating to
limitations on liability of corporate officers and directors. We believe that
the reincorporation into Delaware, the provisions of its Certificate of
Incorporation and Bylaws and the separate indemnification agreements outlined
below are necessary to attract and retain qualified persons as directors and
officers. Our Certificate of Incorporation limits the liability of directors to
the maximum extent permitted by Delaware law. This provision is intended to
allow our directors the benefit of Delaware General Corporation Law that
provides that directors of Delaware corporations may be relieved of monetary
liabilities for breach of their fiduciary duties as directors, except under
certain circumstances, including breach of their duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law, unlawful payments of dividends or unlawful stock repurchases
or redemptions or any transaction from which the director derived an improper
personal benefit. Our Bylaws provide that we shall indemnify our officers and
directors to the fullest extent provided by Delaware law. Our Bylaws authorize
the use of indemnification agreements and we have entered into such agreements
with each of our directors and executive officers.

There is pending litigation against Thomas F. Motter, Mark R. Miehle
and John W. Hemmer, former officers of the company, to whom we have
indemnification obligations. The pending litigation consists of class action
complaints for alleged violations of the federal securities laws filed in the
United States District Court, District of Utah, captioned Richard Meyer,
individually and on behalf of others similarly situated v. Paradigm Medical
Industries, Inc., Thomas Motter, Mark Miehle and John Hemmer, Case No. 2:03
CV00448TC, Michael Marrone v. Paradigm Medical Industries, Inc., Thomas Motter,
Mark Miehle, and John Hemmer, Case No. 2:03 CV00513PGC, and Milian v. Paradigm
Medical Industries, Inc., Thomas Motter, Mark Miehle and John Hemmer, Case No.
2:03 CV00617PGC. We have retained legal counsel to review the complaints, which
appear to be focused on alleged false and misleading statements pertaining to
the Blood Flow Analyzer(TM)and concerning a purchase order from Valdespino
Associates Enterprises and Westland Financial Corporation.

More specifically, each of the complaints alleges that we falsely
stated in our Securities and Exchange Commission filings and press releases that
we had received authorization to use an insurance reimbursement CPT code from
the CPT Code Research and Development Division of the American Medical
Association in connection with the Blood Flow Analyzer(TM), adding that the CPT
code provides for a reimbursement to doctors of $57.00 per patient for use of
the Blood Flow Analyzer(TM). The complaints also allege that on July 11, 2002,
we issued a press release falsely announcing that we had received a purchase
order from Valdespino Associates Enterprises and Westland Financial Corporation
for 200 sets of our entire portfolio of products, with $70 million in systems to
be delivered over a two-year period, then another $35 million of orders to be
completed in the third year. As a result of these statements, the complaints
contend that the price of our shares of common stock was artificially inflated

during the period from April 25, 2001 through May 14, 2003, and the persons who
purchased our common shares during that period suffered substantial damages. The
complaints request judgment for unspecified damages, together with interest and
attorneys' fees. These three cases have been consolidated into a single action.
If we are not successful in defending and protecting our interests in these
cases, resulting in a judgment against us for substantial damages, and U.S. Fire
Insurance Company denies coverage in the cases under the Directors and Officers
Liability and Company Reimbursement Policy, we would not be able to pay the
indemnification obligations and, as a result, would be forced to seek bankruptcy
protection.

There is also pending litigation against Messrs. Motter, Miehle and
Hemmer in an action filed in the United States District Court, District of Utah
by Innovative Optics, Inc. The complaint claims that Innovative and Barton
entered into an asset purchase agreement with us on January 31, 2002, in which
we agreed to purchase all the assets of Innovative in consideration for the
issuance of 1,310,000 shares of the Company's common stock to Innovative. The
complaint also claims that we allegedly made false and misleading statements
pertaining to the Blood Flow Analyzer(TM) and concerning a purchase order from
Valdespino Associates Enterprises and Westland Financial Corporation. The
purpose of these statements, according to the complaint, was to induce
Innovative to sell its assets and purchase the shares of our common stock at
artificially inflated prices while simultaneously deceiving Innovative and
Barton into believing that the Company's shares were worth more than they
actually were. Had Innovative and Barton known the truth, the complaint
contends, they would not have sold Innovative to us, would not have purchased
our stock for the assets of Innovative, or would not have purchased the stock at
the inflated prices that were paid. The complaint further contends that as a
result of these statements, Innovative and Barton suffered substantial damages
in an amount to be proven at trial.

The complaint further claims that 491,250 of the shares to be issued to
Innovative in the asset purchase transaction were not issued on a timely basis
and we also did not file a registration statement with the Securities and
Exchange Commission within five months of the closing date of the asset purchase
transaction. As a result, the complaint alleges that the value of the shares of
our common stock issued to Innovative in the transaction declined, and
Innovative and Barton suffered damages in an amount to be proven at trial. We
filed an answer to the complaint and also filed counterclaims against Innovative
and Barton for breach of contract. If we are not successful in defending and
protecting our interests in this action, resulting in a judgment against us for
substantial damages, and U.S. Fire denies coverage in the cases under the
Directors and Officers Liability and Company Reimbursement Policy, we would not
be able to pay the indemnification obligations and, as a result, would be forced
to seek bankruptcy protection.

Finally, there is also pending litigation against Messrs. Motter,
Miehle and Hemmer and Randall A. Mackey, Chairman of the Board and Secretary, to
whom we have indemnification obligations, in a class action complaint filed in
the Third Judicial District Court, Salt Lake County, State of Utah, captioned
Albert Kinzinger, Jr., individually and on behalf of all others similarly
situated vs. Paradigm Medical Industries, Inc., Thomas Motter, Mark Miehle,
Randall A. Mackey, and John Hemmer, Case No. 030922608. We have retained legal
counsel to review the complaint, which appears to be focused on alleged false or
misleading statements pertaining to the Blood Flow Analyzer(TM). More
specifically, the complaint alleges that we falsely stated in its Securities and
Exchange Commission filings and press releases that it had received
authorization to use an insurance reimbursement CPT code from the CPT Code
Research and Development Division of the American Medical Association in
connection with the Blood Flow Analyzer(TM), adding that the CPT code provides
for a reimbursement to doctors of $57.00 per patient for the Blood Flow
Analyzer(TM).

The purpose of these statements, according to the complaint, was to
induce investors to purchase shares of our Series E preferred stock in a private
placement transaction at artificially inflated prices. The complaint contends
that as a result of these statements, the investors that purchased shares of our
Series E preferred stock in the private offering suffered substantial damages to
be proven at trial. The complaint also alleges that we sold Series E preferred
shares without registering the sale of such shares or obtaining an exemption
from registration. The complaint requests rescission, compensatory damages and
treble damages, including interest and attorneys' fees. We filed an answer to
the complaint. If we are not successful in defending and protecting our
interests in the action, resulting in a judgment against us for substantial
damages, and U.S. Fire denies coverage in this action under the Directors and
Officers Liability and Company Reimbursement Policy, we would not be able to pay
the indemnification obligations and, as a result, would be forced to seek
bankruptcy protection.

Except for these litigation matters, there is no pending litigation or
proceedings involving a director, officer, employee or other agent of our
company as to which indemnification is being sought, nor are we aware of any
threatened litigation that may result in claims for indemnification by any
director, officer, employee or other agent.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers, directors and persons who own more than 10% of any class of
our common stock to file initial reports of ownership and reports of changes of
ownership of common stock. Such persons are also required to furnish us with all
Section 16(a) reports they file. Based solely on our review of the copies of
such reports received by us with respect to fiscal 2003, or written
representations from certain reporting persons, we believe that all filing
requirements applicable to its directors, officers and greater than 10%
beneficial owners were complied with.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to
beneficial ownership of our common stock as of December 31, 2003 for (i) each
executive officer (ii) each director, (iii) each person known to us to be the
beneficial owner of more than 5% of the outstanding shares, and (iv) all
directors and officers as a group.

Percent of
Name and Address(1) Number of Shares Ownership
------------------- ---------------- ---------
Douglas A. MacLeod, M.D. (2)
502 South M Street
Tacoma Washington 98405 2,538,451 10.1%
Jeffrey F. Poore(3) 800,000 3.1%
Dr. David M. Silver(4) 741,166 2.9%
Randall A. Mackey(4) 725,000 2.8%
Keith D. Ignotz(5) 444,560 1.7%
David I. Cullumber 50,000 *
Gregory C. Hill - *
Heber C. Maughan(6) 50,000 *
Aziz A. Mohabbat - *
Executive officers and directors
as a group (eight persons) 2,810,726 11.0%
--------- -----
-----------------
*Less than 1%.

(1) Unless otherwise indicated, the address of each listed stockholder is c/o
Paradigm Medical Industries, Inc., 2355 South 1070 West, Salt Lake City,
Utah, 84119.
(2) Includes the stock held by Douglas A. MacLeod, M.D. Profit Sharing Trust,
St. Mark's Eye Institute and Milan Holdings, Ltd.
(3) Includes options to purchase 800,000 shares of Common Stock granted to Dr.
Poore that are currently exercisable or will become exercisable within 60
days of December 31, 2003.
(4) Includes options to purchase 600,000 shares of Common Stock granted to
each of Dr. Silver and Mr. Mackey that are currently exercisable or will
become exercisable within 60 days of December 31, 2003.
(5) Includes options to purchase 328,851 shares of Common Stock granted to Mr.
Ignotz that are currently exercisable or will become exercisable within 60
days of December 31, 2003.
(6) Includes options to purchase 50,000 shares granted to Mr. Maughan that are
currently exercisable or will become exercisable within 60 days of
December 31, 2003.

CERTAIN TRANSACTIONS

The information set forth herein describes certain transactions between
us and certain affiliated parties. Future transactions, if any, will be approved
by a majority of the disinterested members and will be on terms no less
favorable to us than those that could be obtained from unaffiliated parties.

Thomas F. Motter, our former Chairman of the Board and Chief Executive
Officer, leased his former residence to us for $2,500 per month. The primary use
of the residential property was for housing accommodations for our employees
living outside of Utah while they were working at our corporate headquarters in
Salt Lake City. We paid $14,000 in rent during 2002. This agreement was
terminated on January 31, 2003.

We entered into a consulting agreement with Mark R. Miehle, the our
former president and chief operating officer for a period of six months
commencing on September 3, 2002. The agreement was renewable for additional six
month terms. We did not renew the contract upon its expiration. We paid $15,000
under this agreement during 2002 and had an accrual of $5,000 as of December 31,
2002.

Randall A. Mackey, a director since January 21, 2000, and from
September 1995 to September 3, 1998 and chairman of the board since August 30,
2002, is President and a shareholder of the law firm of Mackey Price & Thompson,
which rendered legal services in connection with various corporate matters.
Legal fees and expenses paid to Mackey Price & Thompson for the fiscal years
ended December 31, 2003 and 2002, totaled $97,000 and $167,000, respectively. As
of December 31, 2003, we owed this firm $136,000, which is included in accounts
payable.

SELLING SECURITYHOLDERS

The following table sets forth information regarding the beneficial
ownership of our common stock being registered for resale as of January 31,
2004, (i) by each of the holders of common stock pursuant to registration
rights, (ii) by each of the holders of Series G convertible preferred stock,
assuming each of the Series G preferred shareholders elects to convert the
Series G preferred shares into shares of common stock for resale, and (iii) by
each of the holders of warrants, assuming each of the warrantholders elects to
exercise the warrants to purchase shares of common stock for resale; the number
of shares of common stock to be sold by each selling securityholder, and the
percentage of each selling securityholder after the sale of the common stock
included in this prospectus.

Number of
Shares Beneficially Shares Being Shares Beneficially
Shareholders Owned Prior to Offering Offered Owned After Offering
------------ ----------------------- ------------ --------------------
Number Percent Number Percent
------ ------- ------ -------

Les Anderton Retirement Plan One 50,000 * 50,000 0 *
Byron B. Barkley 125,000 * 125,000 0 *
Byron B. Barkley IRA 125,000 * 125,000 0 *
M. Dale Burningham 33,666 * 33,666 0 *
John Charles Casebeer, M.D.(1) 300,000 1.2% 300,000 0 *
Lane Clissold 50,000 * 50,000 0 *
Crescent International, Inc.(2) 1,687,443 6.6% 1,687,443 0 *
Lyle W. Davis 125,000 * 125,000 0 *
Paul N. Davis 140,000 * 140,000 0 *
Timothy R. Forstrom(3) 200,000 * 200,000 0 *
Gemcard Portfolios Ltd.(4) 79,500 79,500 0 *
Denton Harris 405,000 1.8% 405,000 0 *
Steven H. Ingle and Susan Ingle
Revocable Trust(5) 112,500 * 112,500 0 *
JJR Investments, LLC(6) 213,333 * 213,333 0 *
OTAPE Investments LLC(7) 676,470 2.7% 676,470 0 *
Ruby Ream 39,900 * 39,900 0 *
Carolyn D. Stewart and Denise
Stewart McDonough, Joint
Tenants 75,000 * 75,000 0 *
Wilco(8) 71,193 * 71,193 *
Wilson-Davis & Co., Inc.
401(k) Profit Sharing Plan(9) 42,000 * 42,000 0 *
--------- --------- ------------
TOTAL 4,281,005 4,281,005 0

-------------------
*Less than 1%.

(1) Dr. Casebeer served as a consultant to the Company.
(2) The investment advisor of Crescent International, Inc. is Greenlight
(Switzerland) S.A., which exercises sole voting and investment powers, and
Mel Craw and Maxi Brezzi are the managers of Greenlight (Switzerland) S.A.
(3) Mr. Forstrom is a consultant to the Company.
(4) The director of Gemcard Portfolios, Ltd. is Michael Riegels, who exercises
sole voting and investment powers.
(5) The trustees of the Steven H. Ingle and Susan Ingle Revocable Trust are
Steven H. Ingle and Susan Ingle, who exercise shared voting and investment
powers
(6) The manager of JJR Investments, LLC is James J. Robinson, who exercises
sole voting and investment powers.
(7) The chief executive officer of OTAPE Investments LLC is Ira M. Leventhal,
who exercises sole voting and investment powers.
(8) The managing partner of Wilco, a Utah general partnership, is Paul N.
Davis, who exercises sole voting and investment powers.
(9) The trustee of Wilson-Davis & Co., Inc. 401(k) Profit Sharing Plan is Paul
N. Davis and Lyle W. Davis, who exercise shared voting and investment
powers.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 80,000,000 shares of common
stock, $.001 par value per share, of which 25,509,868 shares were issued and
outstanding as of January 31, 2004, and 5,000,000 shares of undesignated
preferred stock, $.001 par value per share. We have created seven classes of
preferred stock, designated as Series A preferred stock, Series B preferred
stock, Series C convertible preferred stock, Series D convertible preferred
stock, Series E convertible preferred stock, Series F convertible preferred
stock and Series G convertible preferred stock. The following is a summary of
the material terms and provisions of our capital stock and related securities.
Because it is a summary, it does not include all of the information that is
included in our certificate of incorporation. The text of our certificate of
incorporation, which is attached as an exhibit to this registration statement,
is incorporated into this section by reference. Common Stock Voting Rights. The
holders of our common stock will have one vote per share and are not entitled to
vote cumulatively for the election of directors. Generally, all matters to be
voted on by stockholders must be approved by a majority or, in the case of
election of directors, by plurality of the votes cast at a meeting at which a
quorum is present and voting together as single class, subject to any voting
rights granted to the holders of any then outstanding preferred stock.

Dividends. Holders of common stock are entitled to receive any
dividends declared by our board of directors, subject to the preferential rights
of any preferred stock then outstanding. Dividends consisting of shares of
common stock may be paid to holders of shares of common stock.

Other Rights. Upon our liquidation, dissolution or winding up, the
holders of common stock are entitled preferential to share ratably in any assets
available for distribution to holders of shares of common stock. No holders of
shares are subject to redemption or have preemptive rights to purchase
additional shares of common stock.

Preferred Stock

Our certificate of incorporation provides that 5,000,000 shares of
preferred stock may be issued from time to time in one or more series. Our board
of directors is authorized to fix the voting rights, if any, designations,
powers, preferences, qualifications, limitations and restrictions, applicable to

the shares of each series. Our board of directors may, without stockholder
approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common
stock and could have anti-takeover effects, including preferred stock or rights
to acquire preferred stock in connection with implementing a stockholder rights
plan. The ability of our board of directors to issue preferred stock without
stockholder approval could have the effect of delaying, deferring or preventing
a change of control with respect to our company or the removal of existing
management. As of August 30, 2003, we have created and issued shares of seven
classes of preferred stock.

Series A, B, C, D, E, F and G Preferred Stock.

The Board of Directors has authorized the issuance of 500,000 shares of
Series A Preferred Stock, 500,000 shares of Series B Preferred Stock, 30,000
shares of Series C Preferred Stock, 1,140,000 shares of Series D Preferred
Stock, 50,000 shares of Series E Preferred Stock, 50,000 shares of Series F
Preferred Stock, and 2,000,000 shares of Series G Preferred Stock. Each of the
shares of preferred stock are convertible into shares of common stock at a
different conversion price. As of January 31, 2004, there were issued and
outstanding 5,627 shares of Series A Preferred Stock convertible into 6,753
shares of our common stock; 8,986 shares of Series B Preferred Stock convertible
into 10,783 shares of our common stock; no shares of Series C Preferred Stock;
5,000 shares of Series D Preferred Stock; 1,000 shares of Series E Preferred
Stock convertible into 53,333 shares of common stock; 4,598.75 shares of Series
F Preferred Stock convertible into 245,267 shares of our common stock; and
1,981,560 shares of Series G Preferred Stock convertible into 1,981,560 shares
of our common stock The voting rights, dividends, conversion rights, redemption
rights, and liquidation rights of the Series A, Series B, Series C, Series D,
Series E, Series F and Series G Preferred Stock are more fully described below.

Series A Preferred Stock

Voting Rights. Except as provided by applicable law, the Series A
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series A preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series A preferred stock is entitled to non-cumulative
preferred dividends at $.24 per share per annum payable, at our option, in cash
from surplus earnings.

Conversion. At any time the Series A preferred stockholder may convert
each share of Series A preferred stock into 1.2 shares of our common stock,
subject to adjustment for stock splits, stock dividends, recapitalizations and
similar transactions involving our common stock.

Other Rights. Upon our liquidation, dissolution, or sale of
substantially all of our assets, the Series A preferred stockholders are
entitled to distributions equal to $1.00 per share, plus accrued and unpaid
dividends. The shares of Series A preferred stock are subject to redemption but
have no preemptive rights to purchase additional shares of Series A preferred
stock or our common stock.

Series B Preferred Stock

Voting Rights. Except as provided by applicable law, the Series B
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series B preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series B preferred stock is entitled to non-cumulative
preferred dividends at $.24 per share per annum payable, at our option, in cash
from surplus earnings.

Conversion. At any time the Series B preferred stockholder may convert
each share of Series B preferred stock into 1.2 shares of our common stock,
subject to adjustment for stock splits, stock dividends, recapitalizations and
similar transactions involving our common stock.

Other Rights. Upon our liquidation, dissolution, or sale of
substantially all of our assets, the Series B preferred stockholders are
entitled to distributions equal to $4.00 per share, plus accrued and unpaid
dividends. The Series B preferred stockholders are entitled to preferential
distributions over all other classes of capital stock, other than Series A
preferred stock. The shares of Series B preferred stock are subject to
redemption but have no preemptive rights to purchase additional shares of Series
B preferred stock or our common stock.

Series C Preferred Stock

Voting Rights. Except as provided by applicable law, the Series C
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series C preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series C preferred stock is entitled to 12%
non-cumulative preferred dividends payable, at our option, in common stock or
cash from surplus earnings.

Conversion. At any time the Series C preferred stockholder may convert
each share of Series C preferred stock into 57.14 shares of common stock,
subject to adjustment for stock splits, stock dividends, recapitalizations and
similar transactions involving our common stock. Any shares of Series C
preferred stock outstanding after January 1, 2002, are automatically converted
into our shares to common stock at the conversion price then in effect.

Other Rights. Upon our liquidation, dissolution or sale of
substantially all of our assets, the Series C preferred stockholders are
entitled to distributions equal to the greater of (i) the amount of
distributions such shares would have received had such holders converted the
Series C preferred stock into common stock immediately prior to liquidation, or
(ii) the stated value of $100.00 per share, plus declared but unpaid dividends.
The Series C preferred stockholders are entitled to preferential distributions
over all other classes of capital stock, other than Series A and Series B
preferred stock. No shares of Series C preferred stock are subject to redemption
or have preemptive rights to purchase additional shares of Series C preferred
stock or our common stock.

Series D Preferred Stock

Voting Rights. Except as provided by applicable law, the Series D
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series D preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series D preferred stock is entitled to 8%
non-cumulative preferred dividends payable, at our option, in common stock or
cash from surplus earnings.

Conversion. At any time the Series D preferred stockholder may convert
each share of Series D preferred stock into one share of common stock, subject
to adjustment for stock splits, stock dividends, recapitalizations and similar
transactions involving our common stock. Any shares of Series D preferred stock
outstanding after January 1, 2002, are automatically converted into our shares
of common stock at the conversion price then in effect.

Other Rights. Upon our liquidation, dissolution or sale of
substantially all of our assets, the Series D preferred stockholders are
entitled to distributions equal to the greater of (i) the amount of
distributions such shares would have received had such holders converted the
Series D preferred stock into common stock immediately prior to liquidation, or
(ii) the stated value of $1.75 per share, plus declared but unpaid dividends.
The Series D preferred stockholders are entitled to preferential distributions
over all other classes of capital stock, other than Series A, Series B and
Series C preferred stock. No shares of Series D preferred stock are subject to
redemption or have preemptive rights to purchase additional shares of Series D
preferred stock or our common stock.

Series E Preferred Stock

Voting Rights. Except as provided by applicable law, the Series E
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series E preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series E preferred stock is entitled to 8%
non-cumulative preferred dividends payable, at our option, in common stock or
cash from surplus earnings.

Conversion. At any time the Series E preferred stockholder may convert
each share of Series E preferred stock into 53.33 shares of common stock,
subject to adjustment for stock splits, stock dividends, recapitalizations and
similar transactions involving our common stock. Any shares of Series E
preferred stock outstanding are automatically converted into shares of our
common stock (i) after January 1, 2005, or (ii) after a registration statement
registering our common shares issuable upon conversion has been effective for a
least 30 days and the average closing price of our common stock for the 20-day
period is at least $3.50 per share.

Other Rights. Upon our liquidation, dissolution or sale of
substantially all of our assets, the Series E preferred stockholders are
entitled to distributions equal to the greater of (i) the amount of
distributions such shares would have received had such holders converted the
Series E preferred stock into common stock immediately prior to liquidation, or
(ii) the stated value of $100.00 per share, plus declared but unpaid dividends.
The Series E preferred stockholders are entitled to preferential distributions
over all other classes of capital stock, other than Series A, Series B, Series C
and Series D preferred stock. No shares of Series E preferred stock are subject
to redemption or have preemptive rights to purchase additional shares of Series
E preferred stock or our common stock.

Series F Preferred Stock

Voting Rights. Except as provided by applicable law, the Series F
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series F preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series F preferred stock is entitled to 8%
non-cumulative preferred dividends payable, at our option, in common stock or
cash from surplus earnings.

Conversion. At any time the Series F preferred stockholder may convert
each share of Series F preferred stock into 53.33 shares of common stock,
subject to adjustment for stock splits, stock dividends, recapitalizations and
similar transactions involving our common stock. Any shares of Series F
preferred stock outstanding are automatically converted into shares of our
common stock (i) after January 1, 2005, or (ii) after a registration statement
registering our common shares issuable upon conversion has been effective for a
least 30 days and the average closing price of our common stock for the 20-day
period is at least $3.50 per share.

Other Rights. Upon our liquidation, dissolution or sale of
substantially all of our assets, the Series F preferred stockholders are
entitled to the greater of (i) the amount of distributions such shares would
have received had such holders converted the Series F preferred stock into
common stock immediately prior to liquidation, or (ii) the stated value of $1.00
per share, plus declared but unpaid dividends. The Series F preferred
stockholders are entitled to preferential distributions over all other classes
of capital stock, other than Series A, Series B, Series C, Series D and Series E
preferred stock. No shares of Series F preferred stock are subject to redemption
or have preemptive rights to purchase additional shares of Series F preferred
stock or our common stock.

Series G Preferred Stock

Voting Rights. Except as provided by applicable law, the Series G
preferred stockholders have neither voting power, nor the right to receive
notice of any meetings of our stockholders. Except as required by law, the
consent of the Series G preferred stockholders is not required or authorized to
take any corporate action.

Dividends. Our Series G preferred stock is entitled to 8%
non-cumulative preferred dividends payable, at our option, in common stock or
cash from surplus earnings.

Conversion. At any time the Series G preferred stockholder may convert
each share of Series G preferred stock into one share of common stock, subject
to adjustment for stock splits, stock dividends, recapitalizations and similar
transactions involving our common stock. Any shares of Series G preferred stock
outstanding are automatically converted into shares of our common stock (i)
after August 1, 2005, or (ii) after a registration statement registering our
common shares issuable upon conversion has been effective for a least 30 days
and the average closing price of our common stock for the 20-day period is at
least $.50 per share.

Other Rights. Upon our liquidation, dissolution or sale of
substantially all of our assets, the Series G preferred stockholders are
entitled to the greater of (i) the amount of distributions such shares would
have received had such holders converted the Series G preferred stock into
common stock immediately prior to liquidation, or (ii) the stated value of $.25
per share, plus declared but unpaid dividends. The Series G preferred
stockholders are entitled to preferential distributions over all other classes
of capital stock, other than Series A, Series B, Series C, Series D, Series E
and Series F preferred stock. No shares of Series G preferred stock are subject
to redemption or have preemptive rights to purchase additional shares of Series
G preferred stock or our common stock.

Warrants

Between June 10, 1997 and January 31, 2004, we issued warrants to
individuals and entities to purchase shares of our common stock at exercise
prices ranging from $.16 per share to $8.125 per share. The warrants all contain
provisions that protect the holders against dilution by adjustment of the
exercise price per share and the number of shares issuable upon exercise thereof
upon the occurrence of certain events, including stock splits, stock dividends,
mergers, and the sale of substantially all of our assets. We are not required to
issue fractional shares of common stock, and in lieu thereof we will make a cash
payment based upon the current market value of such fractional shares. A holder
of these warrants will not possess any rights as a shareholder unless and until
the holder exercises the warrants.

The warrants that are currently issued and have not been exercised, and
the exercise price and expiration date of such warrants are as follows:

o Class A Warrants to purchase 1,000,000 shares of common stock at
an exercise price of $7.50 per share, exercisable through July 10,
2004.

o Warrants issued to Series E preferred stockholders to purchase
241,095 shares of common stock at an exercise price of $4.00 per
share, exercisable through May 23, 2006.

o Warrants issued to Series F preferred stockholders to purchase
251,114 shares of common stock at an exercise price of $4.00 per
share, exercisable through August 20, 2006.

o Warrants issued to Kenneth Jerome & Company, Inc. to purchase
200,000 shares of common stock at exercise prices ranging from
$7.50 to $8.125 per share, exercisable through January 10, 2004.

o Warrants issued to KSH Investment Group to purchase 280,400 shares
of common stock at exercise prices ranging from $2.38 to $2.69 per
share, exercisable through March 1, 2004.

o Warrants issued to Cyndel & Company, Inc. to purchase 475,000
shares of common stock at exercise prices ranging from $3.00 to
$4.00 per share, exercisable during the period of August 10, 2005
and February 7, 2006.

o Warrants issued to Dr. Michael B. Lindberg to purchase 300,000
shares of common stock at exercise prices ranging from $4.00 to
$6.75 per share, exercisable during the period of from December 1,
2008 through June 1, 2011.

o Warrants issued to R.F. Lafferty & Co., Inc. to purchase 100,000
shares of common stock at an exercise price ranging from of $4.00
per share, exercisable through October 15, 2004.

o Warrants issued to John W. Hemmer to purchase 75,000 shares of
common stock at an exercise price of $7.50 per share, exercisable
through January 24, 2005.

o Warrants issued to Helen Kohn and Ronit Sucoff to purchase 50,000
shares each of common stock at an exercise price of $4.00 per
share, exercisable through February 7, 2006.

o Warrants issued to Barrry Kaplan Associates to purchase 100,000
shares of common stock at an exercise price of $3.00 per share,
exercisable through May 15, 2004.

o Warrants issued to Rodman & Renshaw to purchase 35,000 shares of
common stock at an exercise price of $2.00 per share, exercisable
through May 13, 2006.

o Warrants issued to Innovative Optics, Inc, to purchase 250,000
shares of common stock at an exercise price of $5.00 per share,
exercisable through January 31, 2005.

o Warrants issued to Paul L. Archanbeau, M.D., John H. Banzhaf,
Daniel S. Lipson, Douglas A. MacLeod, M.D., Douglas A. MacLeod,
M.D. Profit Sharing Trust, St. Mark's Eye Institute, Milan
Holdings, Inc., Frank G. Mauro, and Delbert G. Reichardt to
purchase an aggregate of 788,750 shares of common stock at an
exercise price of $.25 per share, exercisable through September 6,
2005.

o Warrants issued to Timothy R. Forstrom to purchase 200,000 shares
of common stock at an exercise price of $.16 per share,
exercisable through April 30, 2006.

o Warrants issued to certain investors in a private placement
transaction to purchase an aggregate of 422,634 shares of common
stock at an exercise price of $.75 per share, exerciseable through
June 25, 2005.

o Warrants issued to Series G Preferred warrantholders to purchase
470,589 shares of common stock at an exercise price of $.50 per
share, exercisable through September 1, 2006.

Certain Provisions of Certificate of Incorporation. Our Certificate of
Incorporation provides that to the fullest extent permitted by Delaware law, our
directors shall not be liable to us and our stockholders. The Certificate of
Incorporation also contains provisions entitling the officers and directors to
indemnification by us to the fullest extent permitted by the Delaware General
Corporation Law.

Indemnification Agreements. We have entered into indemnification
agreements with our officers and directors. Such indemnification agreements
provide that we will indemnify its officers and directors against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
arising out of threatened, pending or completed legal action against any officer
or director to the fullest extent permitted by the Delaware General Corporate
Law.

Transfer and Warrant Agent. Our transfer agent and registrar for our
common stock and the Warrant Agent for the Class A warrants is Continental Stock
Transfer & Trust Company, New York, New York.

PLAN OF DISTRIBUTION

We are offering the shares on a "best efforts"basis directly through
our officers and directors, who will not receive any commissions or other
remuneration of any kind for selling shares in this offering, other than
reimbursement of offering expenses incurred by them. This offering will commence
promptly after the effectiveness of the registration statement of which this
prospectus is a part. This offering will be made on a continuous basis for a
period of 90 days. This offering may be terminated by us earlier if we sell all
of the shares being offered or we decide to cease selling efforts.

This offering is a self underwritten offering, which means that it does
not involve the participation of an underwriter to market, distribute or sell
the shares offered under this prospectus. Consequently, there may be less due
diligence performed in conjunction with this offering than would be performed in
an underwritten offering. In an underwritten offering, the underwriter and its
team of professional advisors, including attorneys, accountants, engineers and
other professionals, conduct a due diligence inquiry by reviewing a large volume
of documentary materials in a company's files. The materials reviewed include
corporate documents, financial statements and tax returns, engineering reports,
market studies and reports, copies of all patents, licenses and trademarks, and
all material contracts. This due diligence review is designed to bring to the
underwriter's attention all material facts concerning the company. Because this
offering is self underwritten and does not involve a due diligence review by an
underwriter, there is a greater risk to an investor of this prospectus
containing material errors and omissions.

We may sell shares from time to time in one or more transactions
directly by us or, alternatively, we may offer the shares through brokers or
sale agents, who may receive compensation in the form of commissions or fees. We
may enter into agreements with sales agents to assist us in identifying and

contacting potential investors. Under these agreements, we may agree to pay
these sales agents fees based on a percentage (not exceeding 10%) of the
aggregate purchase price of shares sold by us to the investors identified and
contacted by these sales agents. We may also agree in some cases to reimburse
these sales agents for out-of-pocket expenses incurred in connection with their
engagement. Any broker, dealer or sales agent that participates in the
distribution of shares may be deemed to be an underwriter, and any profits on
the sale of the shares by any such broker, dealer or sales agent and any
commissions and fees received by any such broker, dealer or sales agents may be
deemed to be underwriting compensation under the Securities Act of 1933.

The shares may not be offered or sold in certain jurisdictions unless
they are registered or otherwise comply with the applicable securities laws of
such jurisdictions by exemption, qualification or otherwise. We intend to sell
the shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states. To comply with the securities laws of
certain jurisdictions, as applicable, the shares may be required to be offered
and sold only through registered or licensed brokers or dealers. If such
registered or licensed brokers or dealers are engaged, the total commission and
fees paid to such brokers and dealers in connection with the sale of shares will
not exceed 10% of the selling price of the shares.

In connection with their selling efforts in the offering, our officers
and directors will not register as broker-dealers pursuant to Section 15 of the
Securities Exchange Act of 1934, but rather will rely upon the "safe harbor"
provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1
provides an exemption from the broker-dealer registration requirements of the
Exchange Act for persons associated with an issuer that participate in an
offering of the issuer's securities. The conditions to obtaining this exemption
include the following:

o None of the selling persons are subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of
the Exchange Act, at the time of participation;

o None of the selling persons are compensated in connection with his
or her participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions
in securities;

o None of the selling persons are, at the time of participation, an
associated person of a broker or dealer, and o All of the selling
persons meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in that they (A) primarily perform or are
intending primarily to perform at the end of the offering,
substantial duties for or on behalf of the issuer otherwise than
in connection with transactions in securities, and (B) are not a
broker or dealer, or an associated person of a broker or dealer,
within the preceding 12 months, and (C) do not participate in
selling an offering of securities for any issuer more than once
every 12 months other than in reliance on this rule.

Our officers and directors may have assistants who may provide
ministerial help, but their activities will be restricted to the following:

o Preparing written communications and delivering such
communications through the mails or other means that does not
involve oral solicitation of potential purchasers, provided that
such written communications have been approved by us.

o Responding to inquiries of potential purchasers in communications
initiated by potential purchasers, provided that the content of
such communications is limited to information contained in our
registration statement; or

o Performing ministerial and clerical work in effecting any
transaction.

We have not established a minimum amount of proceeds that we must
receive in the offering before any proceeds may be accepted. We cannot assure
you that all or any of the shares offered under this prospectus will be sold. No
one has committed to purchase any of the shares offered. We reserve the right to
withdraw, cancel or modify this offer and to accept or reject any subscription
in whole or in part, for any reason or for no reason. Subscriptions will be
accepted or rejected promptly. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Any accepted subscriptions will be made on a rolling basis. Once accepted, the
funds will be deposited into an account maintained by us and considered our
general assets. Subscription funds will not be placed into escrow, trust or any
other similar arrangement. There are no investor protections for the return of
subscription funds once accepted. Certificates for shares purchased will be
issued and distributed by our transfer agent within 10 business days after a
subscription is accepted and "good funds" are received in our account.
Certificates will be sent to the address supplied in the investor subscription
agreement by certified mail.

Our officers, directors, existing stockholders and affiliates may
purchase shares in this offering and there is no limit to the number of shares
they may purchase.

Our shares are covered by Section 15(g) of the Securities Exchange Act
of 1934 and Rules 15g-1 through 15g-6 promulgated thereunder. These rules impose
additional sales practice requirements on broker-dealers who sell out securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of
the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions
in penny stocks unless the broker-dealer has first provided to the customer a
standardized disclosure document. Rule 15g-3 provides that it is unlawful for a
broker-dealer to engage in a penny stock transaction unless the broker-dealer
first discloses and subsequently confirms to the customer current quotation
prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for
a customer unless the broker-dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction. Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation. Rule 15g-6 requires broker-dealers selling penny stocks to provide
their customers with monthly account statements. The application of the penny
stock rules may affect your ability to resell your shares.

We do not plan to solicit Series G preferred stockholders regarding the
conversion of their Series G preferred shares into shares of common stock, which
have been registered for resale upon conversation.

The resale of the common stock by the Series G preferred stockholders
that elect to convert their respective shares of Series G preferred stock to
shares of common stock and the holders of warrants that elect to exercise their
respective warrants and purchase common stock (collectively, the "Selling
Securityholders"), may be effected from time to time in transactions (which may
include block transactions by or for the account of the Selling Securityholders)
in the Over-the-Counter Bulletin Board or in negotiated transactions, a
combination of such methods of sale or otherwise. Sales may be made at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated prices.

Selling Securityholders may effect such transactions by selling their
shares of common stock directly to purchasers, through broker- dealers acting as
agents for the Selling Securityholders or to broker-dealers who may purchase
securities as principals and thereafter sell the common stock from time to time
in the over-the-counter market, in negotiated transactions or otherwise. Such
broker-dealers, if any, may receive compensation in the form of discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers for whom such broker-dealers act as agents or to whom they may sell
as principals or otherwise (which compensation as to a particular broker-dealer
may exceed customary commissions). The Selling Securityholders will pay all
commissions, transfer taxes, and other expenses associated with the sale of
common stock by them.

The Selling Securityholders and broker-dealers, if any, acting in
connection with such sales may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any commission received by them and
any profit on the resale of the securities by them might be deemed to be
underwriting discounts and commissions under the Securities Act. We have agreed
to indemnify the Selling Securityholders against certain liabilities under the
Securities Act.

The only Selling Securityholders who are affiliates of broker-dealers
are Paul M. Davis and Lyle W. Davis. Messrs. Paul Davis and Lyle Davis each
purchased shares of common stock and warrants to purchase common shares in a
private offering that was completed on June 30, 2003. The offering involved the
sale of 845,266 shares of common stock to 14 accredited investors at a price of
$.375 per share. The investors were also issued warrants to purchase a total of
422,634 shares of common stock at an exercise price of $.75 per share. At no
time has Messrs. Paul Davis or Lyle Davis had any agreements or understandings,
directly or indirectly, with any person to distribute the shares of common stock
or warrants or the underlying common shares to be issued in connection with the
exercise of such warrants.

From time to time this prospectus will be supplemented and amended as
required by the Securities Act. During any time when a supplement or amendment
is so required, the Selling Securityholders are to cease sales until the
prospectus has been supplemented or amended. Pursuant to the registration rights
granted to certain of the Selling Securityholders, we have agreed to update and
maintain the effectiveness of this prospectus. Certain of the Selling
Securityholders also may be entitled to sell their shares without the use of
this prospectus, provided that they comply with the requirements of Rule 144
promulgated under the Securities Act.

EXPERTS

Our consolidated financial statements for years ended December 31, 2002
and 2001 included in this prospectus have been audited by Tanner + Co.,
independent auditors, as stated in their report appearing herein. We have
included our consolidated financial statements in this prospectus in reliance on
such report given upon their authority as experts in auditing and accounting.

LEGAL MATTERS

The validity of the shares of common stock in this offering will be
passed upon for us by Mackey Price & Thompson, Salt Lake City, Utah. Randall A.
Mackey, the President, a director and a shareholder of the law firm of Mackey
Price & Thompson is our Chairman of the Board and Secretary. Legal fees and
expenses paid to Mackey Price & Thompson for legal services during the fiscal
years ended December 31, 2003 and 2002 totaled $97,000 and $167,000,
respectively. As of December 31, 2003, we owed this firm $136,000, which is
included in the accounts payable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission, or SEC, a
registration statement on Form SB-2 (including the exhibits and schedules
thereto) under the Securities Act of 1933 and the rules and regulations
promulgated thereunder, for the registration of the common stock offered hereby.
This prospectus is part of the registration statement. This prospectus does not
contain all the information included in the registration statement because we
have omitted certain parts of the registration statement as permitted by the SEC
rules and regulations. For further information about us and our common stock,
you should refer to the registration statement. Statements contained in this
prospectus as to any contract, agreement or other document referred to are not
necessarily complete. Where the contract or other document is an exhibit to the
registration statement, each statement is qualified by the provisions of that
exhibit.

You can inspect and copy the registration statement and the exhibits
and schedules thereto at the public reference facility maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
regional offices at 233 Broadway, New York, New York 10279, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You may call the SEC at
1-800-732-0330 for further information about the operation of the public
reference rooms. Copies of all or any portion of the registration statement can
be obtained from the Public Reference Section of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, the registration
statement is publicly available through the SEC's site on the Internet's World
Wide Web, located at http://www.sec.gov.

We also file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can also request copies of these
documents, for a copying fee, by writing to the SEC. Our SEC filings are also
available to the public from the SEC's website at http://www.sec.gov. We furnish
to our stockholders annual reports containing audited financial statements for
each fiscal year.

FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet (unaudited) -
September 30, 2003 ............................................... F-1

Condensed Consolidated Statements of Operations (unaudited)
for the nine months ended September 30, 2003
and September 30, 2002............................................ F-3

Condensed Consolidated Statements of Cash Flows (unaudited)
for the nine months ended September 30, 2003 and
September 30, 2002 ............................................... F-4

Notes to Financial Statements (unaudited)......................... F-5

PARADIGM MEDICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)

September 30,
2003
-------------
(Unaudited)
ASSETS
Current Assets
Cash & Cash Equivalents $ 213,000
Receivables, Net 701,000
Inventory 1,865,000
Prepaid Expenses 296,000
---------------
Total Current Assets 3,075,000

Intangibles, Net 684,000
Property and Equipment, Net 245,000
Deposits and Other Assets, Net 57,000
---------------
Total Assets $ 4,061,000
===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade Accounts Payable 596,000
Accrued Expenses 1,759,000
Current Portion of Long-term Debt 118,000
---------------
Total Current Liabilities 2,473,000

Long-term Debt 75,000
---------------
Total Liabilities 2,548,000

See accompanying notes to financial statements

F-1

Stockholders' Equity:
Preferred Stock, Authorized:
5,000,000 Shares, $.001 par value
Series A
Authorized: 500,000 shares; issued and
outstanding: 5,627 shares at September 30, 2003 -
Series B
Authorized: 500,000 shares; issued and
outstanding: 8,986 shares at September 30, 2003 -
Series C
Authorized: 30,000 shares; issued and
outstanding: zero shares at September 30, 2003 -
Series D
Authorized: 1,140,000 shares; issued and
outstanding: 5,000 shares at September 30, 2003 -
Series E
Authorized: 50,000; issued and
outstanding: 1,500 at September 30, 2003 -
Series F
Authorized: 50,000; issued and
outstanding: 5,622 at September 30, 2003 -
Series G
Authorized: 2,000,000; issued and
outstanding: 1,981,560 at September 30, 2003 -
Common Stock, Authorized:
40,000,000 Shares, $.001 par value; issued and
outstanding: 24,991,432 at September 30, 2003 25,000
Common stock warrants 1,046,000
Additional paid-in-capital 56,698,000
Stock subscription receivable (294,000)
Accumulated Deficit (55,962,000)
---------------
Total Stockholders' Equity 1,513,000
---------------
Total Liabilities and Stockholders' Equity $ 4,061,000
===============

See accompanying notes to financial statements

F-2

PARADIGM MEDICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Nine Months Ended
September 30,
------------
2003 2002
(Unaudited) (Unaudited)

Sales $ 2,225,000 $ 3,894,000

Cost of Goods Sold 1,237,000 2,738,000
------------ ------------

Gross Profit 988,000 1,156,000
------------ ------------
Operating Expenses:
Marketing and Selling 711,000 2,381,000
General and Administrative 1,867,000 2,920,000
Research, Development and Service 789,000 2,449,000
IMPAIRMENT OF ASSETS 159,000 700,000
------------ ------------
Total Operating Expenses 3,526,000 8,450,000
------------ ------------

Operating Income (Loss) (2,538,000) (7,294,000)

Other Income and (Expense):
Interest Income 3,000 6,000
Interest Expense (17,000) (37,000)
Other Income (Expense) 247,000 (6,000)
------------ ------------
Total Other Income and
(Expense) 233,000 (37,000)
------------ ------------
Net income (loss) before provision
for income taxes (2,305,000) (7,331,000)

Income taxes - -
------------ ------------
Net Income (Loss) $ (2,305,000) $ (7,331,000)
============ ============

Net Income (Loss) Per Share -
-Basic $ (.10) $ (.45)
============ ============
-Diluted $ (.10) $ (.45)
============ ============
Tighted Average Outstanding Shares-
-Basic 22,795,000 16,316,000
============ ============
-Diluted 22,795,000 16,316,000
============ ============

See accompanying notes to financial statements

F-3

PARADIGM MEDICAL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine Months Ended Nine Months Ended
September 30, 2003 September 30, 2002
(Unaudited) (Unaudited)

Cash Flows from Operating Activities:
Net Loss $ (2,305,000) $ (7,331,000)
Adjustment to Reconcile Net Loss to Net
Cash Used In Operating Activities:
Depreciation and Amortization 268,000 396,000
Issuance of Common Stock and Warrants for
Compensation, Services and Payables 83,000 211,000
Issuance of Common Stock for Settlement
Of Potential Liabilities 190,000 -
Increase in Inventory Reserve 382,000 500,000
Provision for (Recovery Of) Losses
On Receivables 83,000 (136,000)
Impairment of Intangible and Other Assets 159,000 700,000
Gain on settlement of obligations (247,000) -
Issuance of Common Stock for In-process R&D - 630,000

(Increase) Decrease from Changes in:
Trade Accounts Receivable 161,000 1,586,000
Inventories 402,000 871,000
Prepaid Expenses (215,000) 36,000
Increase (Decrease) from Changes in:
Trade Accounts Payable (120,000) (61,000)
Accrued Expenses and Deposits 447,000 101,000
--------------- ---------------
Net Cash Used in Operating Activities (712,000) (2,497,000)
--------------- ---------------
Cash Flow from Investing Activities:
Purchase of Property and Equipment (1,000) (134,000)
Disposal of Property and Equipment 6,000 -
Other Assets - (4,000)
Net Cash Paid in Acquisition - (100,000)
--------------- ---------------
Net Cash (Used) Provided by Investing Activities 5,000 (238,000)
--------------- ---------------
Cash Flows from Financing Activities:
Principal Payments on Indebtedness (63,000) (44,000)
Proceeds from Short-Term Borrowing 90,000 -
Net Proceeds from sale of Common Stock and Warrants 429,000 562,000
Net Proceeds from sale of Series G Preferred
Stock and Warrants 270,000 -
--------------- ---------------
Net Cash Provided by Financing Activities 726,000 518,000
--------------- ---------------

Net Increase (Decrease) in Cash and Cash Equivalents 19,000 (2,217,000)

Cash and Cash Equivalents at Beginning of Period 194,000 2,702,000
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 213,000 $ 485,000
=============== ===============

Supplemental Disclosure of Cash Flow Information:

Cash Paid for Interest $ 17,000 $ 37,000
=============== ===============
Cash Paid for Income Taxes $ - $ -
=============== ===============

See accompanying notes to financial statements

F-4

PARADIGM MEDICAL INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

Significant Accounting Policies
-------------------------------

In the opinion of management, the accompanying financial statements contain all
adjustments (consisting only of normal recurring items) necessary to present
fairly the financial position of Paradigm Medical Industries, Inc. (the Company)
as of September 30, 2003 and the results of its operations and its cash flows
for nine months ended September 30, 2003 and 2002, and its cash flows for the
nine months ended September 30, 2003 and 2002. The results of operations for the
nine months ended September 30, 2003 are not necessarily indicative of the
results to be expected for the full year.

Liquidity and Going Concern
---------------------------

Due to the declining sales, significant recurring losses and cash used to fund
operating activities, the auditors' report for the year ended December 31, 2002
included an explanatory paragraph that expressed substantial doubt about its
ability to continue as a going concern. The Company has taken significant steps
to reduce costs and increase operating efficiencies. In addition, the Company is
attempting to obtain additional funding through the sale of its common stock.
Traditionally the Company has relied on financing from the sale of its common
and preferred stock to fund operations. If the Company is unable to obtain such
financing in the near future it may be required to reduce or cease its
operations.

Reclassifications
-----------------

Certain amounts in the financial statements for the nine months ended September
30, 2002 have been reclassified to conform with the presentation of the current
period financial statements.

Net loss Per Share
------------------

Net loss per common share is computed on the weighted average number of common
and common equivalent shares outstanding during each period. Common stock
equivalents consist of convertible preferred stock, common stock options and
warrants. Common equivalent shares are excluded from the computation when their
effect is anti-dilutive. Other common stock equivalents consisting of options
and warrants to purchase 5,704,000 and 5,051,000 shares of common stock and
preferred stock convertible into 2,384,000 and 437,000 shares of common stock at
September 30, 2003 and 2002, respectively, have not been included in loss
periods because they are anti-dilutive.

The shares used in the computation of the Company's basic and diluted earnings
per share are reconciled as follows:

Nine Months Ended Sept. 30
2003 2002
---- ----
Weighted average number of
shares outstanding - basic 22,795,000 16,316,000
Assume conversion of preferred stock - -
Dilutive effect of stock options - -
---------------------------------

Weighted average number of
shares outstanding - diluted 22,795,000 16,316,000
=================================

Equity Line of Credit
---------------------

The Company sold approximately 696,000 shares of common stock for approximately
$84,000 during the nine months ended September 30, 2003 under the $20,000,000
equity line of credit with Triton West Group, Inc.

F-5

Preferred Stock Conversions
---------------------------

Under the Company's Articles of Incorporation, holders of the Company's Class A
and Class B Preferred Stock have the right to convert such stock into shares of
the Company's common stock at the rate of 1.2 shares of common stock for each
share of preferred stock. During the nine months ended September 30, 2003, no
shares of Series A Preferred Stock and no shares of Series B Preferred Stock
were converted to the Company's Common Stock.

Holders of Series D Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 1 share of common stock for each
share of preferred stock. During the nine months ended September 30, 2003, no
shares of Series D Preferred Stock were converted to the Company's Common stock.

Holders of Series E Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 53.3 shares of common stock for
each share of preferred stock. During the nine months ended September 30, 2003,
no shares of Series E Preferred Stock were converted to the Company's Common
stock.

Holders of Series F Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 53.3 shares of common stock for
each share of preferred stock. During the nine months ended September 30, 2003,
650 shares of Series F Preferred Stock were converted to shares of the Company's
Common stock.

Holders of Series G Preferred have the right to convert such stock into shares
of the Company's common stock at the rate of 1 share of common stock for each
share of preferred stock. During the nine months ended September 30, 2003, no
shares of Series G Preferred Stock were converted to shares of the Company's
Common stock.

Warrants
--------

The fair value of warrants granted as described herein is estimated at the date
of grant using the Black-Scholes option pricing model. The exercise price per
share is reflective of the then current market value of the stock. No grant
exercise price was established at a discount to market. All warrants are fully
vested, exercisable and nonforfeitable as of the grant date. The Company granted
1,005,000 warrants to purchase the Company's common stock during the period
ended September 30, 2003. Of these warrants, 423,000 were issued in connection
with a private placement of the Company's common stock, 382,000 were issued in
connection with a private placement of the Company's Series G preferred stock,
and 200,000 warrants were issued for consulting services. The 200,000 warrants
issued for consulting services were valued at $35,000 using the Black-Scholes
option pricing model. During the period ended September 30, 2002, the purchase
agreement between the Company and Innovative Optics included warrants to
purchase 250,000 shares of the Company's common stock at $5.00 per share,
exercisable over a period of three years from the closing date. The Company
valued the warrants at approximately $295,000, which amount was included in the
purchase price.

Stock - Based Compensation
--------------------------

For stock options and warrants granted to employees, the Company employs the
footnote disclosure provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, Accounting for Stock-Based Compensation. SFAS No. 123 encourages
entities to adopt a fair-value based method of accounting for stock options or
similar equity instruments. However, it also allows an entity to continue
measuring compensation cost for stock-based compensation using the
intrinsic-value method of accounting prescribed by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). The
Company has elected to continue to apply the provisions of APB 25 and provide
pro forma footnote disclosures required by SFAS No. 123. No stock-based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to or greater than the market value of the
underlying common stock on the date of grant.

Stock options and warrants granted to non-employees for services are accounted
for in accordance with SFAS 123 which requires expense recognition based on the
fair value of the options/warrants granted. The Company calculates the fair
value of options and warrants granted by use of the Black-Scholes pricing model.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of FASB
Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based
employee compensation.

F-6

Nine Months Ended September 30,
2003 2002
-----------------------------
Net income (loss) - as reported $ (2,305,000) $ (7,331,000)

Deduct: total stock-based employee
compensation determined under fair value
based method for all awards, net of
related tax effects (359,000) -
-----------------------------

Net loss - pro forma $ (2,664,000) $ (7,331,000)
-----------------------------

Earnings per share:
Basic and diluted - as reported $ (.10) $ (.45)
Basic and diluted - pro forma $ (.12) $ (.45)

The weighted average fair value of stock options and warrants granted to
non-employees for services during the nine months ended September 30, 2003 was
$.16.

Related Party Transactions
--------------------------

Payments for legal services to the firm of which the chairman of the board of
directors is a partner were approximately $62,000 and $185,000 for the nine
months ended September 30, 2003 and 2002, respectively. The Company paid $7,500
during the third quarter of 2002 to a former officer and director of the Company
for the rental of a house where employees from out of town stayed instead of
incurring hotel expenses.

Supplemental Cash Flow Information
----------------------------------

During the nine months ended September 30, 2003, the Company granted 200,000
warrants for consulting services, which were recorded as an expense of $35,000,
which is recorded as an increase to general and administrative expense and
additional paid-in capital.

During the nine months ended September 30, 2003, the Company issued 1,262,000
shares of common stock, valued at $190,000 based on the trading price on the
date of issuance, as settlement of potential litigation. This amount is included
in general and administrative expenses. The Company incurred an obligation of
approximately $43,000 for the settlement of accrued liabilities. The Company
incurred a prepaid expense of approximately $60,000 in exchange for a note
payable.

Accrued Expenses
----------------

Accrued expenses consist of the following at September 30, 2003:

Accrued consulting and litigation reserve $ 580,000
Warranty and return allowance 659,000
Accrued royalties 208,000
Deferred revenue 119,000
Customer deposits 107,000
Accrued payroll and employee benefits 86,000
------------

$ 1,759,000
============

F-7

PARADIGM MEDICAL INDUSTRIES, INC.
Index to Financial Statements

--------------------------------------------------------------------------------

Page
----

Report of Tanner + Co. F-2

Balance Sheet F-3

Statement of Operations F-4

Statement of Stockholders' Equity F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7

--------------------------------------------------------------------------------
F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Paradigm Medical Industries, Inc.

We have audited the balance sheet of Paradigm Medical Industries, Inc. (the
Company) as of December 31, 2002, and the related statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 2002 and
2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Paradigm Medical Industries,
Inc. as of December 31, 2002, and the results of its operations and its cash
flows for the years ended December 31, 2002 and 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2, the Company
has incurred significant losses, and has been unable to generate positive cash
flows from operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

TANNER + CO.
Salt Lake City, Utah
March 11, 2003

F-2

PARADIGM MEDICAL INDUSTRIES, INC.
Balance Sheet

December 31,
---------------------------------------------------------------------------------------

Assets
------

Current assets:
Cash $ 194,000
Receivables, net 944,000
Inventories, net 2,649,000
Prepaid and other current assets 81,000
-----------------

Total current assets 3,868,000

Intangibles, net 910,000
Property and equipment, net 495,000
Other assets 16,000
-----------------

Total $ 5,289,000
-----------------

---------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
Accounts payable $ 904,000
Accrued liabilities 1,414,000
Current portion of capital lease obligations 44,000
-----------------

Total current liabilities 2,362,000
-----------------

Capital lease obligations, net of current portion 80,000
-----------------

Commitments and contingencies -

Stockholders' equity:
Preferred stock $.001 par value, 5,000,000 shares authorized,
27,385 shares issued and outstanding (aggregate liquidation
preference of $6,726,000) -
Common stock, $.001 par value, 40,000,000 shares authorized,
21,954,238 shares issued and outstanding 22,000
Additional paid-in capital 56,775,000
Stock subscription receivable (294,000)
Accumulated deficit (53,656,000)
-----------------

Total stockholders' equity 2,847,000
-----------------

Total liabilities and stockholders' equity $ 5,289,000
-----------------

---------------------------------------------------------------------------------------
See accompanying notes to financial statements. F-3

PARADIGM MEDICAL INDUSTRIES, INC.
Statement of Operations

Years Ended December 31,
-------------------------------------------------------------------------------------------------------------

2002 2001
---------------------------------------

Sales $ 5,368,000 $ 7,919,000

Cost of sales 4,210,000 4,370,000
---------------------------------------

Gross profit 1,158,000 3,549,000
---------------------------------------

Operating expenses:
General and administrative 3,702,000 5,125,000
Marketing and selling 2,795,000 4,762,000
Research, development and service 2,819,000 2,947,000
Impairment of assets 2,961,000 -
---------------------------------------

Operating loss (11,119,000) (9,285,000)

Other income (expense):
Interest income 10,000 48,000
Interest expense (46,000) (41,000)
Other income (expense) - (865,000)
---------------------------------------

Total other income (expense) (36,000) (858,000)
---------------------------------------

Loss before provision for income taxes (11,155,000) (10,143,000)

Provision for income taxes - -
---------------------------------------

Net loss $ (11,155,000) $ (10,143,000)
---------------------------------------

Beneficial conversion feature on
Series E preferred stock - (2,587,000)
Deemed dividend from Series E
preferred detachable warrants - (314,000)
---------------------------------------

Net loss applicable to common shareholders $ (11,155,000) $ (13,044,000)
---------------------------------------

Loss per common share - basic and diluted $ (0.63) $ (0.98)
---------------------------------------

Weighted average common shares - basic and diluted 17,736,000 13,245,000
---------------------------------------

-------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements. F-4

PARADIGM MEDICAL INDUSTRIES, INC.
Statement of Stockholders' Equity

Years Ended December 31, 2002 and 2001
------------------------------------------------------------------------------------------------------------------------------------

Preferred Common Stock Additional Treasury Stock Stock
Stock ------------------- Paid-in ---------------- Subscription Accumulated
(see note 10) Shares Amount Capital Shares Amount Receivable Deficit
-------------------------------------------------------------------------------------------

Balance, January 1, 2001 $ - 12,611,189 $ 13,000 $ 41,157,000 - $ - $ (8,000) $ (32,358,000)

Issuance of Series E preferred stock
for cash - - - 4,607,000 - - - -

Issuance of Series F preferred stock
for cash - - - 4,358,000 - - - -

Conversion of preferred stock - 1,758,617 2,000 (2,000) - - - -

Issuance of common stock for:
Cash - 328,725 - 673,000 - - - -
Settlement of litigation - 350,000 - 812,000 - - - -
Services - 24,000 - 48,000 - - - -
Compensation - - - - - - 8,000 -

Issuance of stock options and warrants
for services - - - 503,000 - - - -

Net loss - - - - - - - (10,143,000)
-------------------------------------------------------------------------------------------

Balance, December 31, 2001 - 15,072,531 15,000 52,156,000 - - - (42,501,000)

Conversion of preferred stock - 3,132,356 3,000 (3,000) - - - -
Issuance of common stock for:
Cash - 1,262,000 2,000 560,000 - - - -
Settlement of litigation - 75,000 - 34,000 - - - -
Services - 167,684 - 183,000 - - - -
Assets - 1,467,358 2,000 2,626,000 - - - -
In process research and development - 477,309 - 630,000 - - - -
Subscription receivable - 300,000 - 294,000 - - (294,000) -

Issuance of stock warrants in
acquisition - - - 295,000 - - - -

Net loss - - - - - - - (11,155,000)
-------------------------------------------------------------------------------------------

Balance, December 31, 2002 $ - 21,954,238 $ 22,000 $ 56,775,000 - $ - $ (294,000) $ (53,656,000)
-------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements. F-5

PARADIGM MEDICAL INDUSTRIES, INC.
Statement of Cash Flows

Years Ended December 31,
---------------------------------------------------------------------------------------------------------------

2002 2001
-----------------------------------

Cash flows from operating activities:
Net loss $ (11,155,000) $ (10,143,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 624,000 671,000
Issuance of common stock for compensation - 8,000
Issuance of common stock for services 183,000 48,000
Issuance of common stock for in process research and development 630,000
Issuance of stock option/warrant for services - 503,000
Common stock issued for litigation settlement 34,000 812,000
Recovery of bad debt expense (23,000) -
Provision for losses on inventory 1,755,000 -
Impairment of intangibles and other assets 2,961,000 -
(Gain) loss on disposal of assets - 23,000
(Increase) decrease in:
Receivables 1,473,000 (787,000)
Inventories 952,000 (684,000)
Prepaid and other assets 255,000 (152,000)
Increase (decrease) in:
Accounts payable (313,000) 530,000
Accrued liabilities (158,000) 372,000
-----------------------------------

Net cash used in operating activities (2,782,000) (8,799,000)
-----------------------------------

Cash flows from investing activities:
Purchase of property and equipment (28,000) (220,000)
Increase in intangibles (103,000) (26,000)
Proceeds from the disposal of assets 2,000 -
Net cash paid in acquisition (100,000) -
-----------------------------------

Net cash used in investing activities (229,000) (246,000)
-----------------------------------

Cash flows from financing activities:
Proceeds from issuance of Series E preferred stock - 4,607,000
Proceeds from issuance of Series F preferred stock - 4,358,000
Principal payments on capital lease obligations (59,000) (85,000)
Proceeds from the issuance of common stock, including
exercise of common stock warrants and options 562,000 673,000
-----------------------------------

Net cash provided by financing activities 503,000 9,553,000
-----------------------------------

Net change in cash (2,508,000) 508,000

Cash, beginning of year 2,702,000 2,194,000
-----------------------------------

Cash, end of year $ 194,000 $ 2,702,000
-----------------------------------

---------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements. F-6

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements

December 31, 2002 and 2001
--------------------------------------------------------------------------------

1. Organization Organization
and Significant Paradigm Medical Industries, Inc. (the Company) is a
Accounting Delaware Corporation incorporated in October 1989. The
Policies Company is engaged in the design, development,
manufacture, and sale of high technology surgical and
diagnostic eye care products. Its surgical equipment is
designed to perform minimally invasive cataract surgery
and is comprised of surgical devices and related
instruments and accessories, including disposable
products. Its diagnostic products include a pachymeter,
an A-Scan, an A/B Scan, a biomicroscope, a perimeter, a
corneal topographer, and a blood flow analyzer.

Cash Equivalents
For purposes of the statement of cash flows, cash
includes all cash and investments with original
maturities to the Company of three months or less.

The Company maintains its cash in bank deposit accounts
which, at times, may exceed federally insured limits.
The Company has not experienced any losses in such
account and believes it is not exposed to any
significant credit risk on cash and cash equivalents.

Inventories
Inventories are stated at the lower of cost or market,
cost is determined using the weighted average method.

Property and Equipment
Property and equipment are recorded at cost, less
accumulated depreciation. Depreciation on property and
equipment is determined using the straight-line method
over the estimated useful lives of the assets or terms
of the lease. Expenditures for maintenance and repairs
are expensed when incurred and betterments are
capitalized. Gains and losses on sale of property and
equipment are reflected in operations.

--------------------------------------------------------------------------------
F-7

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Intangible Assets
and Significant As of December 31, 2002, intangible assets consisted of
Accounting goodwill related to the purchase of Ocular Blood Flow,
Policies Ltd., product rights, capitalized payments to
Continued manufacturers for engineering and design services and
patent costs.

Effective January 1, 2002, the Company adopted SFAS No.
142, "Goodwill and Other Intangible Assets." The
adoption of SFAS No. 142 required an initial impairment
assessment involving a comparison of the fair value of
goodwill and other intangible assets to current carrying
values. The Company performed such impairment tests on
its intangible assets as of January 1, 2002. At that
date, the Company's intangible assets consisted of
product and technology rights with a net book value of
approximately $297,000, engineering and design costs
with a net book value of approximately $86,000, patents
with a net book value of approximately $98,000, and
purchase price in excess of net assets acquired (or
goodwill) with a net book value of approximately
$679,000. The Company's initial impairment test
performed on January 1, 2002, consisted of a cash flow
analysis based on estimated future revenues and directly
related costs of products directly associated with the
intangible assets. Based on such cash flow projections,
the initial impairment test did not result in any
impairment of the intangible. As disclosed in Note 3,
during 2002 the Company acquired the asset of Innovative
Optics, Inc. The acquisition originally resulted in
goodwill and identifiable intangible assets of
$1,949,000. However, due to the Company's inability to
cost effectively develop and manufacture the products
acquired, an estimate of future cash flows shows that
the assets acquired including goodwill and identifiable
intangible assets, were impaired as of December 31,
2002. Intangible assets determined to have indefinite
useful lives are not amortized. The Company tests such
intangible assets with indefinite useful lives for
impairment annually or more frequently if events or
circumstances indicate that an asset might be impaired.
Intangible assets determined to have definite lives are
amortized on a straight-line basis over their useful
lives. Product rights are being amortized over five
years, capitalized engineering and design costs are
fully amortized as of December 31, 2002, and patents are
being amortized over the life of the patents which is
ten years. We review such intangible assets with
definite lives for impairment to ensure they are
appropriately valued if conditions exist that may
indicate the carrying value may not be recoverable. Such
conditions may include an economic downturn in a
geographic market or a change in the assessment of
future operations. Goodwill is not amortized. We perform
tests for impairment of goodwill annually or more
frequently if events or circumstances indicate it might
be impaired. Such tests include comparing the fair value
of a reporting unit with its carrying value, including
goodwill.

Impairment assessments are performed using a variety of
methodologies, including cash flow analysis and
estimates of sales proceeds. Where applicable, an
appropriate discount rate is used, based on the
Company's cost of capital rate or location-specific
economic factors.

--------------------------------------------------------------------------------
F-8

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Evaluation of Other Long-Lived Assets
and Significant The Company evaluates the carrying value of the
Accounting unamortized balances of other long-lived assets to
Policies determine whether any impairment of these assets has
Continued occurred or whether any revision to the related
amortization periods should be made. This evaluation is
based on management's projections of the undiscounted
future cash flows associated with each asset. If
management's evaluation were to indicate that the
carrying values of these assets were impaired, such
impairment would be recognized by a write down of the
applicable asset.

Income Taxes
Deferred income taxes are provided in amounts sufficient
to give effect to temporary differences between
financial and tax reporting, principally related to
depreciation, impairment of intangible assets, stock
compensation expense, and accrued liabilities.

Stock - Based Compensation
For stock options and warrants granted to employees the
Company employs the footnote disclosure provisions of
Statement of Financial Accounting Standards (SFAS) No.
123, Accounting for Stock-Based Compensation. SFAS No.
123 encourages entities to adopt a fair-value based
method of accounting for stock options or similar equity
instruments. However, it also allows an entity to
continue measuring compensation cost for stock-based
compensation using the intrinsic-value method of
accounting prescribed by Accounting Principles Board
(APB) Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). The Company has elected to continue
to apply the provisions of APB 25 and provide pro forma
footnote disclosures required by SFAS No. 123. No
stock-based employee compensation cost is reflected in
net income, as all options granted under those plans had
an exercise price equal to or greater than the market
value of the underlying common stock on the date of
grant.

--------------------------------------------------------------------------------
F-9

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Stock - Based Compensation - Continued
and Significant Stock options and warrants granted to non-employees for
Accounting services are accounted for in accordance with SFAS 123
Policies which requires expense recognition based on the fair
Continued value of the options/warrants granted. The Company
calculates the fair value of options and warrants
granted by use of the Black-Scholes pricing model.

The following table illustrates the effect on net income
and earnings per share if the company had applied the
fair value recognition provisions of FASB Statement No.
123, "Accounting for Stock-Based Compensation," to
stock-based employee compensation.

Years Ended December 31,
---------------------------------
2002 2001
---------------------------------

Net loss - as reported $ (11,155,000) $ (10,143,000)

Deduct: total stock-based employee
compensation determined under fair value
based method for all awards, net of
related tax effects (618,000) (1,432,000)
---------------------------------

Net loss - pro forma $ (11,773,000) $ (11,575,000)
---------------------------------

Earnings per share:
Basic and diluted - as reported $ (.63) $ (.77)
Basic and diluted - pro forma $ (.66) $ (.87)

The fair value of each option grant is estimated at the
date of grant using the Black-Scholes option pricing
model with the following assumptions:

December 31,
----------------------------------------
2002 2001
----------------------------------------

Expected dividend yield $ - $ -
Expected stock price
volatility 102%-103% 106%-107%
Risk-free interest rate 4% 4-5%
Expected life of options 2-7 years 3-5 years

The weighted average fair value of options granted
during 2002 and 2001 are $1.25 and $1.71,
respectively.

--------------------------------------------------------------------------------
F-10

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Earnings Per Share
and Significant The computation of basic earnings per common share is
Accounting based on the weighted average number of shares
Policies outstanding during each year.
Continued
The computation of diluted earnings per common share is
based on the weighted average number of shares
outstanding during the year plus the common stock
equivalents, which would arise from the exercise of
stock options and warrants outstanding using the
treasury stock method and the average market price per
share during the year. Options and warrants to purchase
5,151,557 and 6,221,798 shares of common stock at prices
ranging from $2.00 to $12.98 per share were outstanding
at December 31, 2002 and 2001, respectively, but were
not included in the diluted earnings per share
calculation because the effect would have been
antidilutive.

Revenue Recognition
Revenues for sales of products that require specific
installation and acceptance by the customer are
recognized upon such installation and acceptance by the
customer. Revenues for sales of other surgical systems,
ultrasound diagnostic devices, and disposable products
are recognized when the product is shipped. A signed
purchase agreement and a deposit or payment in full from
customers is required before a product leaves the
premises. Title passes at time of shipment (F.O.B.
shipping point).

Research and Development
Costs incurred in connection with research and
development activities are expensed as incurred. These
costs consist of direct and indirect costs associated
with specific projects as well as fees paid to various
entities that perform certain research on behalf of the
Company.

Concentration of Risk
The market for opthalmic lasers is subject to rapid
technological change, including advances in laser and
other technologies and the potential development of
alternative surgical techniques or new pharmaceutical
products. Development by others of new or improved
products, processes or technologies may make products
developed by the Company obsolete or less competitive.

--------------------------------------------------------------------------------
F-11

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Concentration of Risk - Continued
and Significant The Company's high technology product line requires the
Accounting Company to deal with suppliers and subcontractors
Policies supplying highly specialized parts, operating highly
Continued sophisticated and narrow tolerance equipment and
performing highly technical calculations and tasks.
Although there are a limited number of suppliers and
manufacturers that meet the standards required of a
regulated medical device, management believes that other
suppliers and manufacturers could provide similar
components and services.

The nature of the Company's business exposes it to risk
from product liability claims. The Company maintains
product liability insurance providing coverage up to $2
million per claim with an aggregate policy limit of $2
million. Any losses that the Company may suffer from any
product liability litigation could have a material
adverse effect on the Company.

A significant portion of the Company's product sales is
in foreign countries. The economic and political
instability of some foreign countries may affect the
ability of medical personnel to purchase the Company's
products and the ability of the customers to pay for the
procedures for which the Company's products are used.
Such circumstances could cause a possible loss of sales,
which would affect operating results adversely.

During the years ended December 31, 2002 and 2001, no
single customer represented more than 10 percent of
total net sales.

Accounts receivable are due from medical distributors,
surgery centers, hospitals, optometrists and
ophthalmologists located throughout the U.S. and a
number of foreign countries. The receivables are
generally due within thirty days for domestic customers
with extended terms offered for some international
customers. The Company maintains an allowance for
estimated potentially uncollectible amounts.

--------------------------------------------------------------------------------
F-12

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

1. Organization Warranty
and Significant The Company provides product warranties on the sale of
Accounting certain products that generally extend for one year from
Policies the date of sale. The Company maintains a reserve for
Continued estimated warranty costs based on historical experience
and management's best estimates.

Use of Estimates in the Preparation of Financial
Statements
The preparation of financial statements in conformity
with accounting principles generally accepted in the
United States of America requires management to make
estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of
revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Reclassifications
Certain amounts in the 2001 financial statements have
been reclassified to conform to the presentation of the
current year financial statements.

2. Going The accompanying financial statements have been prepared
Concern on a going concern basis, which contemplates the
realization of assets and the satisfaction of
liabilities in the normal course of business.
Historically, the Company has not demonstrated the
ability to generate sufficient cash flows from
operations to satisfy their liabilities and sustain
operations and the Company has incurred significant
losses. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

--------------------------------------------------------------------------------
F-13

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

2. Going The Company's continuation as a going concern is
Concern dependent on its ability to generate sufficient income
Continued and cash flow to meet its obligations on a timely basis
and/or obtain additional financing as may be required.
The Company is actively seeking options to obtain
additional capital and financing. The Company currently
has a private equity line of credit agreement with
Triton West Group, Inc., (Triton), which allows the
Company to sell $20 million of common stock over a three
year period beginning December 2000 to Triton by
tendering put notices to purchase shares subject to
certain NASDAQ trading restrictions. The company sold
approximately 329,000 shares of common stock for
approximately $673,000 during 2001 (see note 7). No
shares of common stock were sold under the Triton equity
line of credit during 2002. Management is uncertain that
the combination of existing working capital and the
private equity line of credit will be sufficient to
assure continuation of the Company's operations through
December 31, 2003. In the past, the Company has relied
heavily upon sales of its common and preferred stock to
fund operations. There can be no assurance that such
equity financing will be available on terms acceptable
to the Company in the future. If the Company is unable
to obtain such financing or secure debt financing, it
may be unable to continue development of its products
and may be required to substantially curtail operations.

3. Acquisitions Innovative Optics, Inc.
On January 31, 2002, the Company completed the purchase
of certain assets of Innovative Optics, Inc.
("Innovative Optics"), pursuant to the terms of the
Asset Purchase Agreement (the "Agreement") which the
Company entered into on January 31, 2002 with Innovative
Optics and Barton Dietrich Investments, L.P., the
majority shareholder of Innovative Optics. Innovative
Optics is a Georgia domiciled corporation which
manufactures and sells the Innovatome(TM), a software
driven microkeratome that provides ophthalmic surgeons a
means of cutting a corneal flap in refractive surgery,
and microkeratome blades.

--------------------------------------------------------------------------------
F-14

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

3. Acquisitions As consideration for the purchase of certain assets of
Continued Innovative Optics, the Company paid $100,000 and issued
an aggregate of 1,272,825 shares of its common stock,
and warrants to purchase 250,000 shares of the Company's
common stock at $5.00 per share, exercisable over a
period of three years from the closing date. The Company
filed a registration statement with the Securities and
Exchange Commission to register the shares of common
stock for resale that Innovative Optics received as
purchase consideration and the shares that Innovative
Optics will receive upon the exercise of the warrants.
The assets purchased included but were not imited to
patents, inventory, work in process and finished goods
relating to the Innovatome(TM), a microkeratome, and
microkeratome blades. Of the 1,272,825 shares of the
Company's common stock issued to Innovative Optics at
closing, one-half the number of these shares, or 636,412
shares, were placed in an escrow account maintained at
the law firm of Mackey Price & Thompson (the "Disbursing
Agent") pursuant to the terms of an Escrow Agreement.

In connection with this acquisition, the Company
recorded the following:

Inventory $ 225,000
Property, plant and equipment 35,000
Intangibles:
Patents, rights, trade name 530,000
Goodwill 1,419,000
Equity:
Common stock issued (1,814,000)
Warrants issued (295,000)
-------------------

Net cash paid $ 100,000
-------------------

The Company was required to use its best efforts to
implement, within 90 days of the closing, Phase I of a
Blade Price Reduction Program as prepared by a
consultant. Immediately after such 90 day period, the
Disbursing Agent was to distribute three-fourths of the
shares held in escrow, or 477,309 shares, to Innovative
Optics, unless the Company had certified that it had
implemented Phase I of the Blade Price Reduction
Program.

--------------------------------------------------------------------------------
F-15

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

3. Acquisitions Despite best efforts, the Company was unable to
Continued manufacture microkeratome blades at a targeted materials
cost per blade. If the Company certified that
implementation of Phase I of the Blade Price Reduction
Program resulted in materials cost that exceeded the
target cost per blade and such certification was not
disputed by Innovative Optics, the number of escrow
shares disbursed to Innovative Optics was to be reduced
by 300 shares for every cent that the materials cost per
blade exceeded the target cost. The Company was not
successful in achieving the blade price reduction.
Innovative Optics requested that the total number of
shares associated with Phase I be issued to them stating
that the Company did not use its best efforts to achieve
the target cost and that proper notification was not
delivered to them. In August 2002, the Company issued
477,309 shares of common stock, which were held in
escrow to Innovative Optics.

The shares were valued at $630,000, based upon the
market price per share at the date of issue. The
transaction amount was recorded as in process research
and development costs and charged to expense.

The Company was also required to use its best efforts to
implement, within six months after closing, Phase II of
the Blade Price Reduction Program. Immediately after
such six month period, the Disbursing Agent was to
disburse the remaining shares in escrow to Innovative
Optics unless the Company certified that it had
implemented Phase II of the Blade Price Reduction
Program and, despite best efforts, was unable to
manufacture the microkeratome blades at a second
targeted materials cost or less per blade. If Paradigm
certified that implementation of Phase II of the Blade
Price Reduction Program resulted in a materials cost
that exceeded the second target cost per blade and such
certification was not disputed by Innovative Optics, the
number of escrow shares disbursed to Innovative Optics
was to be reduced by 300 shares for every cent that the
materials cost per blade exceeded the second target
cost. If Innovative Optics disputes the Company's
certification, the dispute will be resolved by
arbitration by submitting the matter for resolution to
the accounting firm of KPMG LLP. The Company did not
implement Phase II of the Blade Price Reduction Project
due to the lack of success experienced in Phase I. Also,
the Company has not issued the remaining shares, which
remain in escrow.

--------------------------------------------------------------------------------
F-16

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

3. Acquisitions The Company determined that it could not manufacture the
Continued blades to support its customer base at an economical
cost. There are no blades in inventory at this time. The
Company has attempted to sell the product and related
intangibles, but has not been successful in such
efforts. Accordingly, due to the lack of projected
future cash flows, during 2002 the Company recorded an
impairment expense of $2,082,000 for the remaining book
value of property and equipment and intangible assets
purchased from Innovative Optics.

International Bioimmune Systems, Inc.
During 2002, the Company acquired 2,663,254, or 19.9%,
of the outstanding shares of International Bioimmune
Systems, Inc. (IBS) and warrants to purchase 1,200,000
shares of common stock of IBS at $2.50 per share for a
period of two years, through the exchange and issuance
of 736,945 shares of Paradigm common stock, the lending
of 300,000 shares of Paradigm common stock to IBS, and
the payment of certain expenses of IBS through the
issuance of an aggregate of 94,000 shares of Paradigm
common stock to IBS and its counsel.

The issuance of 736,945 and 94,000 shares were valued
based on the market price of Paradigm's common stock on
the date of the transaction and resulted in an
investment in IBS of $814,000, which combined with a
cash investment of $65,000 made in 2000, resulted in a
total investment of $879,000. The 300,000 shares were
also valued at the market price on the date of issuance
and were recorded as a stock subscription receivable of
$294,000 because such shares will either be paid for or
returned in the future.

Due to the uncertainty of future cash flows and the fact
that the products have not been approved by the FDA, the
Company determined that the likelihood of recovery of
its investment was remote and recorded an impairment
expense for the investment of $879,000.

--------------------------------------------------------------------------------
F-17

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

4. Detail of
Certain
Balance
Sheet
Accounts

Receivables:
Trade receivables $ 1,286,000
Other 5,000
Allowance for doubtful accounts (347,000)
-----------------

$ 944,000
-----------------
Inventories:
Finished goods $ 1,937,000
Raw materials 2,838,000
Reserve for obsolescence (2,126,000)
-----------------

$ 2,649,000
-----------------
Accrued liabilities:
Warranty and return allowance $ 586,000
Customer deposits 88,000
Payroll and employee benefits 175,000
Royalties 182,000
Consulting and other 155,000
Deferred revenue 228,000
-----------------

$ 1,414,000
-----------------

5. Intangible Intangible assets consist of the following at December
Assets 31, 2002:

Goodwill $ 799,000
Product and technology rights 769,000
Engineering and design costs 482,000
Patents 173,000
------------------

2,223,000

Accumulated amortization (1,313,000)
------------------

Net intangible assets $ 910,000
------------------

Amortization expense for the years ended December 31,
2002 and 2001 was $248,000 and $341,000, respectively.

--------------------------------------------------------------------------------
F-18

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

5. Intangible The following table reflects a comparison of net loss
Assets and net loss per share for each of the two years ended
Continued December 31, adjusted to give effect to the adoption of
SFAS 142:

2002 2001
----------------------------------

Reported net loss applicable to common
shareholders $ (11,155,000) $ (13,044,000)
Add-back goodwill amortization,
net of taxes - 80,000
----------------------------------

Adjusted net loss applicable to common
Shareholders $ (11,155,000) $ (12,964,000)
----------------------------------

Reported loss per share-basic and
diluted $ (.63) $ (.98)
Add-back goodwill amortization - -
----------------------------------

Adjusted loss per share-basic and
diluted $ (.63) $ (.98)
----------------------------------

The changes in the carrying amount of goodwill during
the year ended December 31, 2002 are as follows:

Balance as of December 31, 2001 $ 803,000
Goodwill acquired during the year 2,047,000
Adjustments to goodwill (2,051,000)
--------------

Balance as of December 31, 2002 $ 799,000
--------------

6. Property and Property and equipment consists of the following:
Equipment
Office equipment $ 750,000
Computer equipment 657,000
Automobile 52,000
Furniture and fixtures 264,000
Leasehold improvements 166,000
--------------

1,889,000

Accumulated depreciation
and amortization (1,394,000)
---------------

$ 495,000
---------------

--------------------------------------------------------------------------------
F-19

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

7. Equity Line The Company currently has a private equity line of
of Credit credit agreement with Triton West Group, Inc., (Triton),
which allows the Company to sell $20 million of common
stock over a three year period beginning in December
2000 to Triton by tendering put notices to purchase
shares. The put notices may be tendered by the Company
at the Company's discretion, subject to certain NASDAQ
trading restrictions. Upon the put notice Triton is
obligated to purchase shares at 88% of the lowest
closing bid price on the trading day immediately
following a five day period commencing two days prior to
put notice and ending two days after such put notice
date. The total amount per put is determined based on
the stock closing bid price and the 30 trading day
volume, with a maximum put amount of $2 million.

The Company sold approximately 329,000 shares of common
stock for approximately $673,000 during 2001 under the
equity line of credit with Triton West Group, Inc. in
five different transactions dating from February 16,
2001 to June 21, 2001. There were no sales of common
stock through this agreement during 2002.

8. Lease During the years ended December 31, 2002 and 2001, the
Obligations Company leased certain equipment under noncancellable
capital leases. These leases provide the Company the
option to purchase the leased assets at the end of the
initial lease term. Assets under capital leases included
in fixed assets and are as follows:

Computer and other equipment $ 291,000

Less accumulated amortization (121,000)
------------------

$ 170,000
------------------

Amortization expense on assets under capital leases
during the years ended December 31, 2002 and 2001 was
$46,000 and $54,000, respectively.

--------------------------------------------------------------------------------
F-20

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

8. Lease Capital lease obligations have imputed interest rates of
Obligations approximately 15% to 22%. The leases are secured by
Continued equipment. Future minimum payments on the capital lease
obligations are as follows:

2003 $ 61,000
2004 45,000
2005 38,000
2006 14,000
-----------------

158,000

Less amount representing interest (34,000)
-----------------

Present value of future minimum lease payments 124,000

Less current portion (44,000)
-----------------

Long-term portion $ 80,000
-----------------

The Company leases office and warehouse space under an
operating lease agreement. Future minimum rental
payments under the noncancellable operating lease as of
December 31, 2002 are approximately as follows:

Year Ending December 31, Amount
----------------------- ------------------

2003 $ 42,000
2004 6,000
------------------

Total future minimum rental payments $ 48,000
------------------

In January 2003, the lease for the Company's office and
warehouse space was renewed. This renewal will result in
additional minimum lease payments of $121,000 in 2003,
$155,000 in 2004, and $159,000 in 2005.

Rent expense related to noncancelable operating leases
was approximately $437,000 and $435,000 for the years
ended December 31, 2002 and 2001, respectively.

--------------------------------------------------------------------------------
F-21

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

9. Income The provision for income taxes is different than amounts
Taxes which would be provided by applying the statutory
federal income tax rate to loss before provision for
income taxes for the following reasons:

Years Ended
December 31,
-----------------------------------
2002 2001
-----------------------------------

Federal income tax benefit at
statutory rate $ 4,127,000 $ 3,753,000
Expiration of research and
development tax credit
carryforwards (25,000) (181,000)
Amortization of goodwill - (30,000)
Other (32,000) (28,000)
Change in valuation allowance (4,070,000) (3,514,000)
-----------------------------------

$ - $ -
-----------------------------------

Deferred tax assets (liabilities) are comprised of the
following:

Net operating loss carryforward $ 15,282,000
Depreciation, amortization, and impairment 783,000
Allowance and reserves 1,159,000
Impairment of investment in IBS 325,000
Research and development tax credit
carryforwards 34,000
-----------------

17,583,000

Valuation allowance (17,583,000)
-----------------

$ -
-----------------

A valuation allowance has been established for the net
deferred tax asset due to the uncertainty of the
Company's ability to realize such asset.

--------------------------------------------------------------------------------
F-22

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

9. Income At December 31, 2002, the Company had net operating loss
Taxes carryforwards of approximately $41,000,000 and research
Continued and development tax credit carryforwards of
approximately $34,000. These carryforwards are available
to offset future taxable income and expire in 2003
through 2020. The utilization of the net operating loss
carryforwards is dependent upon the tax laws in effect
at the time the net operating loss carryforwards can be
utilized. The Tax Reform Act of 1986 significantly
limits the annual amount that can be utilized for
certain of these carryforwards as a result of the change
in ownership.

10. Capital The Company has established a series of preferred stock
Stock with a total of 5,000,000 authorized shares and a par
value of $.001, and one series of common stock with a
par value of $.001 and a total of 40,000,000 authorized
shares.

Series A Preferred Stock
On September 1, 1993, the Company established a series
of non-voting preferred shares designated as the 6%
Series A Preferred Stock, consisting of 500,000 shares
with $.001 par value. The Series A Preferred Stock has
the following rights and privileges:

1. The holders of the shares are entitled to
dividends at the rate of twenty-four cents ($.24)
per share per annum, payable in cash only from
surplus earnings of the Company or in additional
shares of Series A Preferred Stock. The dividends
are non-cumulative and therefore deficiencies in
dividend payments from one year are not carried
forward to the next year.

2. Upon the liquidation of the Company, the holders
of the Series A Preferred Stock are entitled to
receive, prior to any distribution of any assets
or surplus funds to the holders of shares of
common stock or any other stock, an amount equal
to $1.00 per share, plus any accrued and unpaid
dividends related to the fiscal year in which such
liquidation occurs. Total liquidation preference
at December 31, 2002 was $6,000.

--------------------------------------------------------------------------------
F-23

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series A Preferred Stock - Continued
Stock 3. The shares are convertible at the option of the
Continued holder at any time into common shares, based on an
initial conversion rate of one share of Series A
Preferred Stock for 1.2 common shares.

4. The holders of the shares have no voting rights.

5. The Company may, at its option, redeem all of the
then outstanding shares of the Series A Preferred
Stock at a price of $4.50 per share, plus accrued
and unpaid dividends related to the fiscal year in
which such redemption occurs.

Series B Preferred Stock
On May 9, 1994, the Company established a series of
non-voting preferred shares designated as 12% Series B
Preferred Stock, consisting of 500,000 shares with $.001
par value. The Series B Preferred Stock has the
following rights and privileges:

1. The holders of the shares are entitled to
dividends at the rate of forty-eight cents ($.48)
per share per annum, payable in cash only from
surplus earnings of the Company or in additional
shares of Series B Preferred Stock. The dividends
are non-cumulative and therefore deficiencies in
dividend payments from one year are not carried
forward to the next year.

2. Upon the liquidation of the Company, the holders
of the Series B Preferred Stock are entitled to
receive, prior to any distribution of any assets
or surplus funds to the holders of shares of
common stock or any other stock, an amount equal
to $4.00 per share, plus any accrued and unpaid
dividends related to the fiscal year in which such
liquidation occurs. Such right, however, is
subordinate to the rights of the holders of Series
A Preferred Stock to receive a distribution of
$1.00 per share plus accrued and unpaid dividends.
Total liquidation preference at December 31, 2002
was $36,000.

--------------------------------------------------------------------------------
F-24

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series B Preferred Stock - Continued
Stock 3. The shares are convertible at the option of the
Continued holder at any time into common shares, based on an
initial conversion rate of one share of Series B
Preferred Stock for 1.2 common shares.

4. The holders of the shares have no voting rights.

5. The Company may, at its option, redeem all of the
then outstanding share of the Series B Preferred
Stock at a price of $4.50 per share, plus accrued
and unpaid dividends related to the fiscal year in
which such redemption occurs.

Series C Preferred Stock
In January 1998, the Company authorized the issuance of
a total of 30,000 shares of Series C Preferred Stock,
$.001 par value, $100 stated value. The Series C
Preferred Stock have the following rights and
privileges:

1. The holders of the shares are entitled to
dividends at the rate of 12% per share per annum
of the aggregate stated value. The dividends are
non-cumulative and, therefore, deficiencies in
dividend payments from one year are not carried
forward to the next year.

2. Upon the liquidation of the Company, the holders
of the Series C Preferred Stock are entitled to
receive an amount per share equal to the greater
of (a) the amount they would have received if they
had converted the shares into shares of Common
Stock immediately prior to such liquidation plus
declared but unpaid dividends; or (b) the stated
value, subject to adjustment.

3. Each share is convertible, at the option of the
holder at any time until January 1, 2002, into
approximately 57.14 shares of common stock at an
initial conversion price, subject to adjustments
for stock splits, stock dividends and certain
combination or recapitalization of the common
stock, equal to $1.75 per share of common stock.

4. The holders of the shares have no voting rights.

--------------------------------------------------------------------------------
F-25

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series D Preferred Stock
Stock In January 1999, the Company's Board of Directors
Continued authorized the issuance of a total of 1,140,000 shares
of Series D Preferred Stock $.001 par value, $1.75
stated value. The Series D Preferred Stock has the
following rights and privileges:

1. The holders of the shares are entitled to
dividends at the rate of 10% per share per annum
of the aggregate stated value. The dividends are
non-cumulative and, therefore, deficiencies in
dividend payments from one year are not carried
forward to the next year.

2. Upon the liquidation of the Company, the holders
of the Series D Preferred Stock are entitled to
receive an amount per share equal to the greater
of (a) the amount they would have received had
they converted the shares into Common Stock
immediately prior to such liquidation plus all
declared but unpaid dividends; or (b) the stated
value, subject to adjustment. Total liquidation
preference at December 31, 2002 was $3,000.

3. Each share is convertible, at the option of the
holder at any time until January 1, 2002, into one
share of Common Stock at an initial conversion
price, subject to adjustment. The Series D
Preferred Stock shall be converted into one share
of the Common Stock subject to adjustment (a) on
January 1, 2002 or (b) upon 30 days written notice
by the Company to the holders of the Shares, at
any time after (i) the 30-day anniversary of the
registration statement on which the shares of
Common Stock issuable upon conversion of the
Series D Preferred Stock were registered and (ii)
the average closing price of the Common Stock for
the 20-day period immediately prior to the date on
which notice of redemption is given by the Company
to the holders of the Series D Preferred Stock is
at least $3.50 per share. The Company in 1999
recorded $872,000 as a beneficial conversion
feature related to the differences in the
conversion price of the preferred stock to common
stock.

4. The holders of the shares have no voting rights.

--------------------------------------------------------------------------------
F-26

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series E Preferred Stock
Stock In May 2001, the Company authorized the issuance of a
Continued total of 50,000 shares of Series E Preferred Stock $.001
par value, $100 stated value. The Series E Preferred
Stock has the following rights and privileges:

1. The holders of the shares are entitled to
dividends at the rate of 8% per share per annum of
the aggregate stated value. The dividends are
non-cumulative and, therefore, deficiencies in
dividend payments from one year are not carried
forward to the next year.

2. Upon the liquidation of the Company, the holders
of the Series E Preferred Stock are entitled to
receive an amount per share equal to the greater
of (a) the amount they would have received had
they converted the shares into Common Stock
immediately prior to such liquidation plus all
declared but unpaid dividends; or (b) the stated
value, subject to adjustment. Total liquidation
preference at December 31, 2002 was $150,000.

3. Each share is convertible, at the option of the
holder at any time until January 1, 2005, into
approximately 53.33 shares of Common Stock at an
initial conversion price, subject to adjustment
for stock splits, stock dividends and certain
combination or recapitalization of the common
stock, equal to $1.875 per share of common stock.
The Series E Preferred Stock shall be converted
into Common Stock subject to adjustment (a) on
January 1, 2005 or (b) upon 30 days written notice
by the Company to the holders of the Shares, at
any time after (i) the 30-day anniversary of the
registration statement on which the shares of
Common Stock issuable upon conversion of the
Series E Preferred Stock were registered and (ii)
the average closing price of the Common Stock for
the 20-day period immediately prior to the date on
which notice of redemption is given by the Company
to the holders of the Series E Preferred Stock is
at least $3.50 per share. The Company in 2001
recorded $1,482,000 as a beneficial conversion
feature related to the differences in the
conversion price of the preferred stock to common
stock.

--------------------------------------------------------------------------------
F-27

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series E Preferred Stock - Continued
Stock 4. The holders of the shares have no voting rights.
Continued
5. The holders of the shares also were issued
warrants to purchase shares of common stock equal
to 1,000 warrants for every 200 shares purchased
at an exercise price of $4.00 per share. Each
warrant is exercisable until May 23, 2006.

Series F Preferred Stock
In August 2001, the Company authorized the issuance of a
total of 50,000 shares of Series F Preferred Stock $.001
par value, $100 stated value. The Series F Preferred
Stock has the following rights and privileges:

2. Upon the liquidation of the Company, the holders
of the Series F Preferred Stock are entitled to
receive an amount per share equal to the greater
of (a) the amount they would have received had
they converted the shares into Common Stock
immediately prior to such liquidation plus all
declared but unpaid dividends; or (b) the stated
value, subject to adjustment. Total liquidation
preference at December 31, 2002 was $627,000.

--------------------------------------------------------------------------------
F-28

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital Series F Preferred Stock - Continued
Stock 3. Each share is convertible, at the option of the
Continued holder at any time until January 1, 2005, into
approximately 53.33 shares of Common Stock at an
initial conversion price, subject to adjustment
for stock splits, stock dividends and certain
combination or recapitalization of the common
stock, equal to $1.875 per share of common stock.
The Series F Preferred Stock shall be converted
into Common Stock subject to adjustment (a) on
January 1, 2005 or (b) upon 30 days written notice
by the Company to the holders of the Shares, at
any time after (i) the 30-day anniversary of the
registration statement on which the shares of
Common Stock issuable upon conversion of the
Series F Preferred Stock were registered and (ii)
the average closing price of the Common Stock for
the 20-day period immediately prior to the date on
which notice of redemption is given by the Company
to the holders of the Series F Preferred Stock is
at least $3.50 per share. The Company in 2001
recorded $1,105,000 as a beneficial conversion
feature related to the differences in the
conversion price of the preferred stock to common
stock.

4. The holders of the shares have no voting rights.

--------------------------------------------------------------------------------
F-29

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

10. Capital The following table summarizes preferred stock activity
Stock during the years ended December 31, 2002 and 2001:
Continued

Series A Series B Series C Series D Series E Series F
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
----------------------------------------------------------------------------------------------------------

Balance at January 1,
2001 5,957 $ - 8,986 $ - - $ - 52,500 $ - - $ - - $ -

Issuance of Series E
preferred stock for cash - - - - - - - - 46,219 - - -

Issuance of Series F
preferred stock for cash - - - - - - - - - - 52,472 -

Conversion of preferred
stock (210) - (6,250) - - - (42,500) - (26,919) - (5,113) -
----------------------------------------------------------------------------------------------------------

Balance at December 31,
2001 5,747 - 8,986 - - - 10,000 - 19,300 - 47,359 -

Conversion of preferred
stock (120) - - - - - (5,000) - (17,800) - (41,087) -
----------------------------------------------------------------------------------------------------------

Balance at December 31,
2002 5,627 $ - 8,986 $ - - $ - 5,000 $ - 1,500 $ - 6,272 $ -
----------------------------------------------------------------------------------------------------------

Authorized 500,000 - 500,000 - 30,000 - 1,140,000 - 50,000 - 50,000 -
----------------------------------------------------------------------------------------------------------

Liquidation preference - $6,000 36,000 $ - $9,000 $150,000 $627,200
----------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------
F-30

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

11. Stock Option The Company has a Stock Option Plan (the Option Plan),
Plan and which reserves shares of the Company's authorized but
Warrants unissued common stock for the granting of stock options.
Amendments to the Option Plan increased the number of
shares of common stock reserved for issuance thereunder
to an aggregate of 2,700,000 shares.

The Option Plan provides for the grant of incentive
stock options and non-qualified stock options to
employees and directors of the Company. Incentive stock
options may be granted only to employees. The Option
Plan is administered by the Board of Directors or a
Compensation Committee, which determines the terms of
options granted including the exercise price, the number
of shares subject to the option, and the exercisability
of the option.

During 2002, in connection with the Innovative Optics
acquisition (see note 3), the Company granted warrants
to purchase 250,000 shares of common stock at an
exercise price of $5.00 per share. These warrants were
nonforfeitable, vested and fully exercisable at the time
of grant. The exercise prices of these options were not
issued at a discount to the then market price of the
common stock. The options and warrants were valued
according to the Black-Scholes pricing model. As a
result of these warrants, the Company included
approximately $295,000 in the purchase price relating to
the acquisition of the assets from Innovative Optics,
Inc.

In addition, the Company granted the following options
and warrants to non-employees during the year ended
December 31, 2001:

o Warrants to purchase 100,000 shares of common
stock at an exercise price of $4.00 per share,
warrants to purchase 35,000 shares of common stock
at an exercise price of $2.00 per share, and
warrants to purchase 100,000 shares of common
stock at $3.00 per share in return for consulting
services. As a result of these warrants granted
the Company recorded approximately $342,000 of
general and administrative expense based on a
Black-Scholes valuation.

--------------------------------------------------------------------------------
F-31

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

11. Stock Option o Warrants to purchase 50,000 shares of common stock
Plan and at an exercise price of $4.00 that vested in
Warrants November 2001 were issued to a consultant as an
Continued extension of the consulting agreement. The Company
recognized $133,000 of general and administrative
expense in connection with these warrants based on
a Black-Scholes valuation.

o In connection with the Series E Preferred Stock
offering, the Company issued warrants to purchase
in aggregate 231,095 shares of common stock at an
exercise price of $4.00 per share.

A schedule of the options and warrants is as follows:

Exercise
Number of Price Per
----------------------------
Options Warrants Share
-----------------------------------------------

Outstanding at
January 1, 2001 1,613,254 1,798,927 $ 2.30 - 12.98
Granted 2,820,000 516,095 2.00 - 4.00
Exercised - - -
Expired (236,626) - 4.87 - 5.00
Forfeited (289,852) - 2.75 - 5.00
-----------------------------------------------
Outstanding at
December 31, 2001 3,906,776 2,315,022 2.00 - 12.98
Granted 70,000 250,000 2.00 - 5.00
Exercised - - -
Expired (115,479) - 5.00
Forfeited (1,374,762) - 2.31 - 6.00
-----------------------------------------------
Outstanding at
December 31, 2002 2,486,535 2,565,022 $ 2.00 - 12.98
-----------------------------------------------

--------------------------------------------------------------------------------
F-32

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

11. Stock Option The following table summarizes information about stock
Plan and options and warrants outstanding at December 31, 2002:
Warrants
Continued
Outstanding Exercisable
------------------------------------- -----------------------
Weighted
Average
Remaining Weighted Weighted
Range of Contractual Average Average
Exercise Number Life Exercise Number Exercise
Prices Outstanding (Years) Price Exercisable Price
---------------------------------------------------- -----------------------

$ 2.00 - 5.00 3,438,649 4.12 $ 3.16 3,091,098 $ 3.68
6.00 - 8.13 1,587,025 .73 6.07 1,512,025 7.27
12.98 25,883 N/A 12.98 25,883 12.98
---------------------------------------------------- -----------------------

$ 2.30 -12.98 5,051,557 3.05 $ 4.34 4,629,006 $ 4.90
---------------------------------------------------- -----------------------

12. Related Party Thomas F. Motter, former Chairman of the Board and Chief
Transactions Executive Officer of the Company, leased his former
residence to the Company for $2,500 per month. The
primary use of the residential property was for housing
accommodations for the Company's employees living
outside of Utah while they were working at the Company's
corporate headquarters in Salt Lake City. The Company
obtained an appraisal from an independent appraiser,
which has concluded that the monthly rate of $2,500
represents the fair market rate for leasing the
residential property. The Company paid $14,000 in rent
during 2002. This agreement was terminated on January
31, 2003.

The Company entered into a consulting agreement with a
former executive officer of the Company for a period of
six months commencing in September 2002. The agreement
was renewable for additional six-month terms. The
Company did not renew the contract upon its expiration.
The Company paid $15,000 under this agreement during
2002 and had an accrual of $5,000 as of December 31,
2002.

--------------------------------------------------------------------------------
F-33

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

12. Related Party A law firm, of which the chairman of the board of
Transactions directors of the Company is a shareholder, has rendered
Continued legal services to the Company. The Company paid this
firm $175,000 and $159,000, for the years ended December
31, 2002 and 2001, respectively. As of December 31,
2002, the Company owed this firm $50,000, which is
included in accounts payable.

13. Supplemental o During the year ended December 31, 2002 the Company
Cash Flow acquired certain assets of Innovative Optics, Inc.
Information in a purchase transaction (see note 3). The
transaction required the payment of $100,000 and a
potential issuance of 1,272,000 shares of common
stock. In connection with this acquisition, the
Company recorded the following:

Inventory $ 225,000
Property, and equipment 35,000
Intangibles:
Patents, rights, trade name 530,000
Goodwill 1,419,000
Equity:
Common stock issued (1,814,000)
Warrants issued (295,000)
-----------------

Net cash paid $ 100,000
-----------------

--------------------------------------------------------------------------------
F-34

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

13. Supplemental o During 2002, the Company acquired 2,663,254, or
Cash Flow 19.9%, of the outstanding shares of International
Information Bioimmune Systems, Inc. (IBS) and warrants to
Continued purchase 1,200,000 shares of common stock of IBS
at $2.50 per share for a period of two years,
through the exchange and issuance of 736,945
shares of Paradigm common stock, the lending of
300,000 shares of Paradigm common stock to IBS,
and the payment of certain expenses of IBS through
the issuance of an aggregate of 94,000 shares of
Paradigm common stock to IBS and its counsel.

o During the year ended December 31, 2001, the
Company acquired $235,000 of property and
equipment in exchange for capital lease
agreements.

Actual amounts paid for interest and income taxes are as
follows:

Years Ended
December 31,
-----------------------------------
2002 2001
-----------------------------------

Interest $ 46,000 $ 41,000
-----------------------------------

Income taxes $ - $ -
-----------------------------------

--------------------------------------------------------------------------------
F-35

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

14. Export Sales Total sales include export sales by major geographic
area as follows:

Years Ended
December 31,
-----------------------------------
Geographic Area 2002 2001
-----------------------------------

Far East $ 1,171,000 $ 1,416,000
South America 308,000 301,000
Middle East 337,000 287,000
Europe 505,000 1,323,000
Canada 121,000 200,000
Mexico 61,000 31,000
-----------------------------------

$ 2,503,000 $ 3,558,000
-----------------------------------

15. Savings Plan In November 1996, the Company established a 401(k)
Retirement Savings Plan for the Company's officers and
employees. The Plan provisions include eligibility after
six months of service, a three year vesting provision
and 100% matching contribution by the Company up to 3%
of a participant's compensation. During the years ended
December 31, 2002 and 2001, the Company contributed
approximately $59,000 and $68,000 to the Plan,
respectively.

16. Commitments Consulting Agreements
and During the year ended December 31, 1999 the Company
Contingencies entered a consulting agreement with a former officer of
the Company, which expires in 2004 and requires annual
payments of $25,000 through 2003 and a payment of
$12,500 in 2004.

During the year ended December 31, 2000, in connection
with the acquisition of OBF, the Company entered a
consulting agreement with the former owner of OBF, which
requires monthly payments of $6,000 through June 2003.

--------------------------------------------------------------------------------
F-36

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

16. Commitments Litigation
and An action was brought against the Company in March 2000
Contingencies by George Wiseman, a former employee, in the Third
Continued District Court of Salt Lake County, State of Utah. The
complaint alleges that the Company owes Mr. Wiseman
6,370 shares of its common stock plus costs, attorney's
fees and a wage penalty (equal to 1,960 additional
shares of Paradigm common stock) pursuant to Utah law.
The Company believes the complaint is without merit and
intends to vigorously defend against the action.

An action was brought against the Company in September
2000 by PhotoMed International, Inc. and Daniel M.
Eichenbaum in the Third District Court of Salt Lake
County, State of Utah. The action involves an amount of
royalties that are allegedly due and owing to PhotoMed
International, Inc. and Dr. Eichenbaum with respect to
the sales of certain equipment plus attorney's fees.
Discovery has taken place and the Company has paid
royalties of $15,000 to bring all required payments up
to date through June 30, 2001. However, the legal action
has not been dismissed as a result of the payments. The
Company is in the process of working with Photomed
International and Dr. Eichenbaum to ensure that the
calculations have been correctly made on the royalties
paid as well as the proper method of calculation for the
future. It is anticipated that once the parties can
agree on the correct calculations on the royalties, the
legal action will be dismissed. The Company believes
that any additional royalty payment that may be required
as settlement of the action will not have a material
impact on the financial statements.

An Action has been brought against the Company by
Merrill Corporation that alleges that the Company owes
the plaintiff approximately $20,000 together with
interest thereon at the rate of 10% per annum from
August 30, 1999, plus costs and attorney's fee. The
complaint alleges a breach of contract relative to
printing services. The Company has filed an answer to
the complaint and discovery is proceeding. The Company
believes that the complaint against the Company is
without merit and intends to vigorously defend against
the action.

--------------------------------------------------------------------------------
F-37

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

16. Commitments Litigation - Continued
and The Company received demand letters dated September 14,
Contingencies 2000 and October 17, 2000 from Mentor Corporation
Continued ("Mentor") claiming that the Company failed to register
485,751 shares of common stock issued to Mentor under
the Asset Purchase Agreement dated October 15, 1999,
among the Company, Mentor, Mentor Ophthalmics, Inc. and
Mentor Medical, Inc. The Asset Purchase Agreement
related to the Company's purchase of Mentor's
phacoemulsification product line in consideration for
the issuance by the Company to Mentor of 485,751 shares
of its common stock, valued at the sum of $1,500,000 at
the time of closing.

On July 2, 2001, the Company entered into a settlement
agreement with Mentor Corporation in which the Company
agreed to pay 350,000 shares of common stock to the
Mentor Corporation in exchange for release of all claims
against the Company in connection with the registration
of certain shares of the Company's common stock
previously issued. This settlement resulted in a
litigation settlement expense of $812,000 based on the
market price of the Company's common stock on the date
of settlement.

The Company received a demand letter dated December 9,
2002 from counsel for Dan Blacklock, dba Danlin Corp.
The letter demands payment in the amount of $65,000 for
manufacturing and supplying parts for our microkeratome
blades. The Company's records show that it received
approximately $35,000 in parts from the Danlin Corp.,
but that the additional amounts that the Danlin Corp
claims are owed, were from parts that were received but
rejected because they had never been ordered.

The Company received demand letters dated September 29,
2002 and December 10, 2002 from counsel for CitiCorp,
Vendor Finance, Inc. and its successor-in-interest, The
Copy Man dba TCM Business. The letters demand payment of
$50,000 plus interest for the leasing of two copy
machines that were delivered to the Salt Lake City
facilities on or about April of 2000. The majority of
the amounts alleged to be owed are from the remaining
payments on the leases. The Company disputes the amounts
allegedly owed, asserting that the copy machines, which
were returned to the leasing company, did not work
properly.

--------------------------------------------------------------------------------
F-38

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

16. Commitments Litigation - Continued
and The Company received a demand letter dated December 30,
Contingencies 2002 from counsel for Thomas F. Motter, former Chairman
Continued and Chief Executive Officer. Mr. Motter claims in the
letter that he was entitled to certain stock options
that had not been issued to him in a timely manner. By
the time the options were actually issued to him,
however, they had expired. Mr. Motter contends that if
the options had been issued in a timely manner, he would
have exercised them in a manner that would have given
him a substantial benefit. Mr. Motter requests
restitution for the loss of the financial opportunity.
Mr. Motter also claims that he was defrauded by the
Company by not being given an extended employment
agreement when he terminated the change of control
agreement that he had entered into with the Company.

Mr. Motter is further claiming payment for accrued
vacation time during the 13 years he had been employed,
asserting that he only had a total of four weeks of
vacation during that period. Finally, Mr. Motter is
threatening a shareholder derivative action against the
Company because of the board of directors' alleged
failure to conduct an investigation into conversations
that took place in a chat room on Yahoo. Mr. Motter
asserts that certain individuals participating in the
conversations were officers or directors of the Company
whose interests were in conflict with the interests of
the shareholders. The Company believes that Mr. Motter's
claims and assertions are without merit and intend to
vigorously defend against any legal action that Mr.
Motter may bring against the Company.

The Company received a demand letter dated January 6,
2003 from counsel for Westcore STIPG, LLC, the landlord
with regard to the lease on the former facilities in San
Diego, California. The letter demands payment of $11,000
plus interest, attorney's fees and costs for the repairs
and restoration work on the San Diego facilities, after
a deduction of a $6,000 security deposit. The Company
rejects these claims, contending that the security
deposit was adequate to pay for any repairs or
restoration expenses on the premises.

An action was brought by Dr. John Charles Casebeer
against the Company in the Montana Second Judicial
District Court, Silver Bow County, state of Montana. The
complaint alleges that Dr. Casebeer entered into a
personal services contract with the Company memorialized
by a letter dated April 20, 2002, with it being alleged
that Dr. Casebeer fully performed his obligations. Dr.
Casebeer asserts that he is entitled to $43,750 per
quarter for consultant time and as an incentive to be
granted each quarter $5,000 in options issued at the
fair market value. An additional purported incentive was
$50,000 in shares of stock being issued at the time a
formalized contract was to be signed by the parties. In
the letter it is provided that at its election, the
Company may pay the consideration in the form of stock
or cash and that stock would be issued within 30 days of
the close of the quarter. Prior to the litigation, the
Company issued 43,684 shares to Dr. Casebeer. The
referenced letter provides that termination may be made
by either party upon giving 90 days written notice.
Notice was given by the Company in early November 2002.
The Company recently filed its answer in defense of the
action. Issues include whether or not Dr. Casebeer fully
performed as asserted.

The Company may become or is subject to other
investigations, claims or lawsuits ensuing out of
conduct of its business, including those related to
environmental safety and health, product liability,
commercial transactions etc. The Company is currently
not aware of any other such items, which it believes
could have a material adverse effect on the financial
statements.

--------------------------------------------------------------------------------
F-39

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

16. Commitments Royalty Agreements
and The Company has a royalty agreement with the president
Contingencies of OBF. The agreement provides for the payment of 10%
Continued royalty of the net sales related to the Blood Flow
Analyzer. The agreement terminates in 2020. The Company
did not make any royalty payments during 2002 under this
agreement and $147,000 were accrued at the end of the
year.

The Company has an amended exclusive patent license
agreement with a company which owns the patent for the
laser-probe used on the Photon machine. The agreement
provides for the payment of a 1% royalty on all sales
proceeds related directly or indirectly, to the Photon
machine. The agreement expires when the United States
patent rights expire in September 2004. Through December
31, 2002, no significant royalties have been paid under
this agreement.

The Company has an agreement with a Canadian corporation
that provides for the payment of royalties related to
the sales of UBM (Ultrasonic Bio-Microscopy). The
agreement outlines payments of 150 Canadian Dollars for
each licensed product sold for a period of 12 years that
ends in September of 2002. At December 31, 2002, the
Company had accrued approximately $7,000 in royalties.

The Company has a royalty agreement with another company
that developed a promotional CD for the Company. Through
the promotion of the CD, the Company hopes to increase
sales in the Autoperimiter and assist doctors currently
using the unit with the interpretation of visual fields.
The royalty base with be 50% each until the Company's
share equals the production costs related to development
of the disk. Thereafter, the developer will receive 70%
and the Company will receive 30% of the royalty base.
Royalties paid during the year relating to this
agreement were not significant.

17. Fair Value The Company's financial instruments consist of cash,
of Financial receivables, payables, and notes payable. The carrying
Instruments amount of cash, receivables and payables approximates
fair value because of the short-term nature of these
items. The carrying amount of the notes payable
approximates fair value as the individual borrowings
bear interest at market interest rates.

--------------------------------------------------------------------------------
F-40

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

18. Recent Recent Accounting Pronouncements
Accounting In June 2001, the FASB issued Statement of Financial
Pronounce- Accounting Standards No. 143, "Accounting for Asset
ments Retirement Obligations". This Statement addresses
financial accounting and reporting for obligations
associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. This
Statement is effective for financial statements issued
for fiscal years beginning after June 15, 2002. This
Statement addresses financial accounting and reporting
for the disposal of long-lived assets. The Company is
currently assessing the impact of this statement.

In April 2002, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." This
statement requires the classification of gains or losses
from the extinguishments of debt to meet the criteria of
Accounting Principles Board Opinion No. 30 before they
can be classified as extraordinary in the income
statement. As a result, companies that use debt
extinguishment as part of their risk management cannot
classify the gain or loss from that extinguishment as
extraordinary. The statement also requires
sale-leaseback accounting for certain lease
modifications that have economic effects similar to
sale-leaseback transactions. The Company does not expect
Adoption of SFAS No. 145 did have a material impact on
financial position or future operations.

In June 2002, the FASB issued SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities."
This standard, which is effective for exit or disposal
activities initiated after December 31, 2002, provides
new guidance on the recognition, measurement and
reporting of costs associated with these activities. The
standard requires companies to recognize costs
associated with exit or disposal activities when they
are incurred rather than at the date the company commits
to an exit or disposal plan. The adoption of SFAS No.
146 by the Company is not expected to have a material
impact on the Company's financial position or future
operations.

--------------------------------------------------------------------------------
F-41

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

18. Recent Recent Accounting Pronouncements - Continued
Accounting In December 2002, the FASB issued SFAS No. 148
Pronounce- "Accounting for Stock-Based Compensation--Transition and
ments Disclosure--an amendment of FASB Statement No. 123,"
Continued which is effective for all fiscal years ending after
December 15, 2002. SFAS No. 148 provides alternative
methods of transition for a voluntary change to the fair
value based method of accounting for stock-based
employee compensation under SFAS No. 123 from the
intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25. SFAS 148
also changes the disclosure requirements of SFAS 123,
requiring a more prominent disclosure of the pro-forma
effect of the fair value based method of accounting for
stock-based compensation. The adoption of SFAS No. 148
by the Company did not have a material impact on the
Company's financial position or future operations.

In January 2003, the Financial Accounting Standards
Board (FASB) issued Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN No. 46), which
addresses consolidation by business enterprises of
variable interest entities. FIN No. 46 clarifies the
application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, to certain entities
in which equity investors do not have the
characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated
financial support from other parties. FIN No. 46 applies
immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date.
It applies in the first fiscal year or interim period
beginning after June 15, 2003, to variable interest
entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The
Company does not expect to identify any variable
interest entities that must be consolidated. In the
event a variable interest entity is identified, the
Company does not expect the requirements of FIN No. 46
to have a material impact on its financial condition or
results of operations.

--------------------------------------------------------------------------------
F-42

PARADIGM MEDICAL INDUSTRIES, INC.
Notes to Financial Statements
Continued

--------------------------------------------------------------------------------

18. Recent Recent Accounting Pronouncements - Continued
Accounting In November 2002, the FASB issued Interpretation No. 45,
Pronounce- Guarantor's Accounting and Disclosure Requirements for
ments Guarantees, Including Indirect Guarantees of
Continued Indebtedness of Others (FIN No. 45). FIN No. 45 requires
certain guarantees to be recorded at fair value, which
is different from current practice to record a liability
only when a loss is probable and reasonably estimable,
as those terms are defined in FASB Statement No. 5,
Accounting for Contingencies. FIN No. 45 also requires
the Company to make significant new disclosures about
guarantees. The disclosure requirements of FIN No. 45
are effective for the Company in the first quarter of
fiscal year 2003. FIN No. 45's initial recognition and
initial measurement provisions are applicable on a
prospective basis to guarantees issued or modified after
December 31, 2002. The Company's previous accounting for
guarantees issued prior to the date of the initial
application of FIN No. 45 will not be revised or
restated to reflect the provisions of FIN No 45. The
Company does not expect the adoption of FIN No. 45 to
have a material impact on its consolidated financial
position, results of operations or cash flows.

--------------------------------------------------------------------------------
F-43

No dealer, salesperson or other person is
authorized to give any information or to
represent anything not contained in this
prospectus. This prospectus is an offer to 14,216,339 Shares of
sell only the shares offered hereby, but Common Stock
only under circumstances and in
jurisdictions where it is lawful to do so.
The information contained in this prospectus PARADIGM MEDICAL INDUSTRIES, INC.
is current only as of its date. -----------------
PROSPECTUS
-----------------

---------------------

TABLE OF CONTENTS

Page February __, 2004

Prospectus Summary...................
Risk Factors .......................
Use of Proceeds......................
Dividend Policy......................
Capitalization.......................
Market for Common Equity and
Related Shareholder Matters.......
Selected Financial Data..............
Management's Discussion and Analysis
of Plan of Operation..............
Business ............................
Management ..........................
Security Ownership of Certain
Beneficial Owners and Management .
Certain Transactions.................
Selling Securityholders..............
Description of Securities............
Plan of Distribution.................
Experts..............................
Legal Matters........................
Where You Can Find More Information..

II-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any person who
is, or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
or her duty. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director
actually and reasonably incurred.

In accordance with the Delaware Law, the Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors of the Company for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

The Company may not indemnify an individual unless authorized and a
determination is made in the specific case that indemnification of the
individual is permissible in the circumstances because his or her conduct was in
good faith, he or she reasonably believed that his or her conduct was in, or not
opposed to, the Company's best interests and, in the case of any criminal
proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful. The Company may not advance expenses to an individual to whom the
Company may ultimately be responsible for indemnification unless authorized in
the specific case after the individual furnishes the following to the Company: a
written affirmation of his or her good faith belief that his or her conduct was
in good faith, that he or she reasonably believed that his or her conduct was
in, or not opposed to, the Company's best interests and, in the case of any
criminal proceeding, he or she had no reasonable cause to believe his or her
conduct was unlawful and (2) the individual furnishes to the Company a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard of
conduct referenced in part (1) of this sentence. In addition to the individual
furnishing the aforementioned written affirmation and undertaking, in order for
the Company to advance expenses, a determination must also be made that the
facts then- known to those making the determination would not preclude
indemnification.

All determinations relative to indemnification must be made as follows:
(1) by the Board of Directors of the Company by a majority vote of those present
at a meeting at which a quorum is present, and only those directors not parties
to the proceeding shall be counted in satisfying the quorum requirement; or (2)
if a quorum cannot be obtained as contemplated in part (1) of this sentence, by
a majority vote of a committee of the Board of Directors designated by the Board
of Directors of the Company, which committee shall consist of two or more
directors not parties to the proceeding, except that directors who are parties
to the proceeding may participate in the designation of directors for the
committee; or (3) by special legal counsel selected by the Board of Directors or
its committee in the manner prescribed in part (1) or part (2) of this sentence
(however, if a quorum of the Board of Directors cannot be obtained under part
(1) of this sentence and a committee cannot be designated under part (2) of this
sentence, then a special legal counsel shall be selected by a majority vote of
the full board of directors, in which selection directors who are parties to the
proceeding may participate); or (4) by the shareholders, by a majority of the
votes entitled to be cast by holders of qualified shares present in person or by
proxy at a meeting.

II-2

The Company has also entered into Indemnification Agreements with its
executive officers and directors. These Indemnification Agreements are
substantially similar in effect to the Bylaws and the provisions of our
Certificate of Incorporation relative to providing indemnification to the
maximum extent and in the manner permitted by the Delaware General Corporation
Law. Additionally, such Indemnification Agreements contractually bind the
Company with respect to indemnification and contain certain exceptions to
indemnification, but do not limit the indemnification available pursuant to our
Bylaws, our Certificate of Incorporation or the Delaware General Corporation
Law.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the Company in
connection with the issuance and distribution of the securities being registered
(all amounts except the Securities and Exchange Commission filing fee are
estimated):

Filing fee -- Securities and Exchange Commission............... $ 368
Printing and engraving expenses................................ 5,000
Legal fees and disbursements................................... 68,000
Accounting fees and disbursements.............................. 15,000
Blue Sky fees and expenses (including legal fees).............. 5,000
Transfer agent and registrar fees and expenses................. 1,500
Miscellaneous.................................................. 5,132
--------
Total expenses................................................. $100,000

Item 26. Recent Sales of Unregistered Securities

The following information is furnished with regard to all issuances of
unregistered shares of our common stock during the past three years. These
shares were issued, unless otherwise indicated, without registration in reliance
upon the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended or, in the case of the exercise of warrants, the shares were registered
pursuant to a registration statement in effect at the time of the warrant
exercise.

I. Common Stock

On July 14, 2000, the Company issued 75,758 shares of common stock to
Triton West Group, Inc., an accredited investor, as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $300,000, or a purchase price of $3.96 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rule 506 of Regulation D thereunder.

On July 20, 2000, the Company issued 12,350 shares of common stock to
John W. Hemmer for a cash investment in the amount of $61,750 pursuant to the
exercise of warrants at an exercise price of $5.00 per share.

On July 24, 2000, the Company issued 300 shares of common stock to
Gabriel Plaut for a cash investment in the amount of $807 pursuant to the
exercise of warrants at an exercise price of $2.69 per share.

On August 30, 2000, the Company sold a total of 500,000 shares of
common stock to 34 accredited investors, as defined in section 2 (15) of the
Securities Act of 1933 and Rule 501 of Regulation D thereunder, through a
private placement under Section 4(2) of the Securities Act of 1933 and Rule 506
of Regulation D thereunder at a price of $3.625 per share. The Company received
$1,812,500 in cash as a result of the private placement transaction and paid
$133,125 in commissions and expenses.

On August 31, 2000, the Company issued 85,175 shares of common stock to
Triton West Group, Inc., an accredited investor, as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $308,759, or at a purchase price of $3.625 per
share. These shares were issued without registration in reliance upon Section
4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder.

On September 6, 2000, the Company issued 5,384 shares of common stock
to Randall A. Mackey for services as a director of the Company from July 10,
1996 to September 3, 1998.

II-3

On September 6, 2000, the Company issued 200,000 shares of common stock
to two accredited investors, as defined in Section 2(15) of the Securities Act
of 1933 and Rule 501 of Regulation D thereunder, through a private placement
under Section 4(2) under the Securities Act of 1933 and Rule 506 of Regulation D
thereunder at a price of $3.625 per share. The Company received $725,000 in cash
as a result of the private placement transaction and paid $65,250 in commissions
and expenses.

On September 9, 2000, the Company issued 19,000 shares of common stock
to the Estate of Albert J. Barbara for a cash investment in the amount of
$57,000 pursuant to the exercise of warrants at an exercise price of $3.00 per
share.

On September 25, 2000, the Company issued 1,115 shares of common stock
to Christopher Brothers pursuant to the cashless exercise of warrants.

On October 18, 2000, the Company issued 83,000 shares of common stock
to Triton West Group, Inc., an accredited investor, as defined in Section 2(15)
of the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a
cash investment in the amount of $260,205, or at a purchase price of $3.14 per
share. These shares were issued without registration in reliance upon Section
4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder.

On November 28, 2000, the Company issued 1,870 shares of common stock
to Michael P. Fenten pursuant to the cashless exercise of warrants.

On February 20, 2001, the Company issued 150,000 shares of common stock
to Triton West Group, Inc., an accredited investor as defined in Section 2(15)
of the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a
cash investment in the amount of $300,000, or at a purchase price of $2.00 per
share. These shares were issued without registration in reliance upon Section
4(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder.

On March 14, 2001, the Company issued 49,716 shares of common stock to
Triton West Group, Inc., an accredited investor as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $87,500, or at a purchase price of $1.76 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rules 506 of Regulation D thereunder.

On May 22, 2001, the Company issued 40,440 shares of common stock to
Triton West Group, Inc., an accredited investor as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $100,000, or at a purchase price of $2.47 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rules 506 of Regulation D thereunder.

On May 30, 2001, the Company issued 37,381 shares of Common stock to
Triton West Group, Inc., an accredited investor as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $100,000, or at a purchase price of $1.95 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rules 506 of Regulation D thereunder.

On June 26, 2001, the Company issued 51,188 shares of common stock to
Triton West Group, Inc., an accredited investor as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $100,000, or at a purchase price of $1.95 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rules 506 of Regulation D thereunder.

On August 22, 2001, the Company issued 350,000 shares of common stock
to Mentor Corporation pursuant to a settlement agreement dated July 2, 2001
regarding the settlement of a dispute between the Company and Mentor
Corporation. The dispute involved whether the 485,751 shares of the Company's
common stock issued to Mentor Corporation pursuant to an asset purchase
transaction were required to have been registered in the Company's registration
statement declared effective on January 5, 2000. This settlement resulted in a
litigation settlement expense of $812,000 based on the market price of the
Company's common stock on the date of settlement.

II-4

On January 31, 2002, the Company issued 1,272,825 shares of common
stock and warrants to purchase 250,000 shares of the Company's Common Stock at
$5.00 per share to Innovative Optics, Inc. as consideration pursuant to the
completion of a transaction involving the purchase of all of the assets of
Innovative Optics, Inc. One-half of these common shares, or 636,412 shares, were
held in escrow pending completion of the blade cost reduction project. On August
2, 2002, 477,309 of these shares were delivered to Innovative Optics. The
remainder of the shares, or 159,103 shares, remain in escrow because phase 2 of
the blade cost reduction project has not been completed. The assets purchased
from Innovative Optics included raw materials, work in process, finished goods
inventories, equipment, patents, rights, trade name and goodwill, which were
recorded as $2,209,000 on the financial statements of the Company.

On January 31, 2002, the Company issued 50,000 shares of common stock
to Dr. Scott S. Bair as consideration pursuant to the completion of a
transaction involving the purchase of all the assets of Innovative Optics, Inc.

On June 19, 2002, the Company issued 17,007 shares of common stock to
John Charles Casebeer, M.D. for services rendered to the Company under a
consulting agreement. The shares represent the payment of $50,000 in common
stock in consideration for assisting the Company to develop and promote its
Innovatome(TM) microkeratome during the period from April 1, 2002 to June 30,
2002.

On July 9, 2002, the Company issued 35,000 shares of common stock to
Michael W. Stelzer pursuant to the Severance Agreement and General Release,
which the Company entered into with Mr. Stelzer on January 21, 2000.

On July 29, 2002, the Company issued 26,677 shares of common stock to
John Charles Casebeer, M.D. for services rendered to the Company under a
consulting agreement. The shares represent the payment of $50,000 in common
stock in consideration for assisting the Company to develop and promote the
Innovatome(TM) microkeratome during the period from July 1, 2002 to September
30, 2002.

On July 30, 2002, the Company issued 50,000 shares of common stock to
each of Peter Kristensen and F. Briton McConkie for services rendered to the
Company under a Major Account Facilitator Contract in which Messrs. McConkie and
Kristensen served as intermediaries between the Company and an international
agent in an effort to sell 150 Photon(TM) laser systems in Asia.

On August 2, 2002, the Company issued 48,000 shares of common stock to
Michael B. Lindberg, M.D. for services rendered under a consulting agreement.
The shares issued to Dr. Lindberg represent the payment for assisting the
Company in evaluating new technologies and instruments during the period from
December 1, 2000 to November 30, 2002.

On September 26, 2002, the Company issued a total of 736,945 shares of
its on stock to 34 shareholders of International Bio- Immune Systems, Inc. or
IBS in connection with a transaction with IBS to acquire 19.9% of the
outstanding shares of IBS common stock through the exchange and issuance of the
736,945 shares of its common stock for 2,663,254 shares of common stock of IBS.
In addition, as part of the transaction, the Company lent 300,000 shares of its
common stock to IBS and, as consideration for the payment of certain expenses of
IBS in the transaction, issued 44,000 shares of its common stock to IBS and
50,000 shares of its common stock to Joseph S. Anile, II. These shares were
issued without registration in reliance upon Section 4(2) of the Securities Act
of 1933 and Rule 506 of Regulation D thereunder.

On September 30, 2002, the Company issued 40,000 shares of common stock
to Michael W. Stelzer pursuant to a Severance Agreement and General Release,
which the Company entered into with Mr. Stelzer on September 27, 2002.

On January 22, 2003, the Company issued a total of 2,524,000 shares of
common stock to six accredited investors, as defined in Section 2(15) of the
Securities Act of 1933 and Rule 501 of Regulation D thereunder, through a
private placement under Section 4(2) of the Securities Act of 1933 and Rule 506
of Regulation D thereunder at a price of $.25 per share. The Company received a
total of $631,000 in cash in the private placement transaction and paid $69,410
in commissions and expenses. In addition, the Company issued warrants to
purchase 157,750 shares of common stock at an exercise price of $.25 per share
for commissions and expenses. The accredited investors also received warrants to
purchase a total of 631,000 shares of common stock at an exercise price of $.25
per share.

On March 26, 2003, the Company issued 695,991 shares of common stock to
Triton West Group, Inc., an accredited investor, as defined in Section 2(15) of
the Securities Act of 1933 and Rule 501 of Regulation D thereunder, for a cash
investment in the amount of $85,746, or at a purchase price of $.12 per share.
These shares were issued without registration in reliance upon Section 4(2) of
the Securities Act of 1933 and Rule 506 of Regulation D thereunder.

II-5

On June 13, 2003, the Company issued 50,000 shares of common stock to
Frank G. Mauro for a cash investment of $12,500 pursuant to the exercise of
warrants at an exercise price of $.25 per share.

On June 13, 2003, the Company issued 7,888 shares of common stock to
Delbert G. Reichardt for a cash investment in the amount of $1,972 pursuant to
the exercise of warrants at an exercise price of $.25 per share.

On June 13, 2003, the Company issued 7,887 shares of common stock to
John H. Banzhaf for a cash investment in the amount of $1,971.25 pursuant to the
exercise of warrants at an exercise price of $.25 per share.

On June 26, 2003, the Company issued 51,000 shares of common stock to
Paul L. Archambeau, M.D. for a cash investment in the amount of $12,750 pursuant
to the exercise of warrants at an exercise price of $.25 per share.

On June 30, 2003, the Company completed the sale of 845,266 shares of
common stock to 14 accredited investors, as defined in Section 2(15) of the
Securities Act of 1933 and Rule 501 of Regulation D thereunder, through a
private placement under Section 4(2) of the Securities Act of 1933 and Rule 506
of Regulation D thereunder at a price of $.375 per share. The Company received a
total of $316,975 in cash in the private placement transaction and issued 84,526
shares of common stock in commissions and expenses. The accredited investors
also received warrants to purchase 422,634 shares of common stock at an exercise
price of $.75 per share.

II. Series E Preferred Stock.

During the period from May 31, 2001 to August 20, 2001, the Company
sold a total of 46,219 shares of Series E convertible preferred Stock to 44
accredited investors, as defined in Section 2(15) of the Securities Act of 1933
and Rule 501 of Regulation D thereunder, through a private placement under
Regulation D promulgated under the Securities Act of 1933 at a price of $100.00
per share. The Company received $4,621,900 in cash as a result of the private
placement transaction and paid $369,752 in commissions and expenses. The Series
E convertible preferred stock is convertible into shares of common stock at a
conversion price of $1.875 per share of common stock. The accredited investors
also received warrants to purchase a total of 231,095 shares of common stock at
an exercise price of $4.00 per share. These shares were issued without
registration in reliance upon Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated thereunder.

III. Series F Preferred

During the period from August 20, 2002 to November 21, 2001, the
Company sold a total of 48,597.20 shares of Series F convertible preferred stock
to 58 accredited investors, as defined in Section 2(15) of the Securities Act of
1933 and Rule 501 of Regulation D thereunder, through a private placement under
Regulation D promulgated under the Securities Act of 1933 at a price of $100.00
per share. The Company received $4,859,720 in cash as a result of the private
placement transaction and paid $388,788 in commissions and expenses. The Series
F convertible preferred stock is convertible into shares of common stock at a
conversion price equal to $1.875 per share of common stock. The accredited
investors also received warrants to purchase a total of 242,986 shares of common
stock at an exercise price of $4.00 per share. These shares were issued without
registration in reliance upon Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated thereunder.

IV. Series G Preferred

During the period from August 24, 2003 to September 15, 2003, the
Company sold a total of 1,981,560 shares of Series G convertible preferred stock
to two accredited investors, as defined in Section 2(15) of the Securities Act
of 1933 and Rule 501 of Regulation D thereunder, through a private placement
under Regulation D promulgated under the Securities Act of 1933 at a price of
$.17 per share. The Company received $300,000 in cash as a result of the private
placement transaction and paid $30,000 in commissions and expenses. In addition,
the Company issued warrants to purchase 88,236 shares of common stock at an
exercise price of $.50 per share for commissions and expenses. The Series G
convertible preferred stock is convertible into shares of common stock at a
conversion price equal to $.17 per share of common stock. The accredited
investors also received warrants to purchase a total of 382,353 shares of common
stock at an exercise price of $.50 per share. These shares were issued without
registration in reliance upon Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated thereunder.

II-6

Item 27. Exhibits

(a) Exhibits
--------

The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-B or are incorporated by reference to previous filings.

Exhibit
No. Document Description
------- --------------------
2.1 Amended Agreement and Plan of Merger between Paradigm Medical
Industries, Inc., a California corporation and Paradigm Medical
Industries, Inc., a Delaware corporation(1)
3.1 Certificate of Incorporation(1)
3.2 Amended Certificate of Incorporation(10)
3.3 Bylaws(1)
4.1 Warrant Agency Agreement with Continental Stock Transfer & Trust
Company(3)
4.2 Specimen Common Stock Certificate (2)
4.3 Specimen Class A Warrant Certificate(2)
4.4 Form of Class A Warrant Agreement(2)
4.5 Underwriter's Warrant with Kenneth Jerome & Co., Inc.(3)
4.6 Warrant to Purchase Common Stock with Note Holders re bridge
financing (1)
4.7 Specimen Series C Convertible Preferred Stock Certificate(4)
4.8 Certificate of the Designations, Powers, Preferences and Rights of
the Series C Convertible Preferred Stock(4)
4.9 Specimen Series D Convertible Preferred Stock Certificate (6)
4.10 Certificate of the Designations, Powers, Preferences and Rights of
the Series D Convertible Preferred Stock (7)
4.11 Warrant to Purchase Common Stock with Cyndel & Co. (6)
4.12 Warrant to Purchase Common Stock with R.F. Lafferty & Co., Inc.
(6)
4.13 Warrant to Purchase Common Stock with Dr. Michael B. Limberg (7)
4.14 Warrant to Purchase Common Stock with John W. Hemmer (7)
4.15 Stock Purchase Warrant with Triton West Group, Inc.(9)
4.16 Warrant to Purchase Common Stock with KSH Investment Group,
Inc.(9)
4.17 Warrant to Purchase Common Stock with Consulting for Strategic
Growth, Ltd.(9)
4.18 Certificate of Designations, Powers, Preferences and Rights of the
Series G Convertible Preferred Stock (14)
5.1 Opinion of Mackey Price & Thompson
10.1 Exclusive Patent License Agreement with PhotoMed(1)
10.2 Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
10.3 1995 Stock Option Plan (1)
10.4 Employment Agreement with Thomas F. Motter (5)
10.5 Stock Purchase Agreement with Ocular Blood Flow, Ltd. and Malcolm
Redman (7)
10.6 Consulting Agreement with Malcolm Redman (7)
10.7 Royalty Agreement with Malcolm Redman (7)
10.8 Registration Rights with Malcolm Redman (7)
10.9 Employment Agreement with Mark R. Miehle (8)
10.10 Agreements with Steven J. Bayern and Patrick M. Kolenik (8)
10.11 Private Equity Line of Credit Agreement with Triton West Group,
Inc. (9)
10.12 Asset Purchase Agreement with Innovative Optics, Inc. and Barton
Dietrich Investments, L.P.(10)
10.13 Escrow Agreement with Innovative Optics, Inc., Barton Dietrich
Investments, L.P. (10)
10.14 Assignment and Assumption Agreement with Innovative Optics,
Inc.(10)
10.15 General Assignment and Bill of Sale with Innovative Optics,
Inc.(10)
10.16 Non-Competition and Confidentiality Agreement with Mario F.
Barton(10)
10.17 Termination of Employment Agreement with Mark R. Miehle(12)
10.18 Consulting Agreement with Mark R. Miehle(12)
10.19 Employment Agreement with Jeffrey F. Poore (13)
10.20 License Agreement with Sunnybrook Health Science Center(15)

II-7

10.21 Major Account Facilitator Contract(15)
10.22 Mutual Release with Douglas A. MacLeod, M.D. and others(15)
10.23 Purchase Agreement with American Optisurgical, Inc.(15)
10.24 Purchase Order with Westland Financial Corporation
10.25 Non-Waiver Agreement with United States Fire Insurance Company
23.1 Consent of Mackey Price & Thompson (Included in Exhibit 5.1)
23.2 Consent of Tanner & Co.

-----------------

(1) Incorporated by reference from Registration Statement on Form
SB-2, as filed on March 19, 1996.
(2) Incorporated by reference from Amendment No. 1 to Registration
Statement on Form SB-2, as filed on May 14, 1996.
(3) Incorporated by reference from Amendment No. 2 to Registration
Statement on Form SB-2, as filed on June 13, 1996.
(4) Incorporated by reference from Annual Report on Form 10-KSB, as
filed on April 16, 1998.
(5) Incorporated by reference from Report on Form 10-QSB, as filed on
November 12, 1998.
(6) Incorporated by reference from Registration Statement on Form
SB-2, as filed on April 29, 1999.
(7) Incorporated by reference from Report on Form 10-QSB, as filed on
August 16, 2000.
(8) Incorporated by reference from Report on Form 10-QSB, as filed on
November 1, 2000.
(9) Incorporated by reference from Report on Form 10-KSB, as filed on
April 16, 2001.
(10) Incorporated by reference from Current Report on Form 8-K, as
filed on March 5, 2002.
(11) Incorporated by reference from Amendment No. 1 to Registration
Statement on Form S-3, as filed on March 20, 2002.
(12) Incorporated by reference from Report on Form 10-QSB, as filed on
November 18, 2002.
(13) Incorporated by reference from Registration Statement on Form
SB-2, as filed on July 7, 2003.
(14) Incorporated by reference from Report on Form 10-QSB, as filed on
November 14, 2003.
(15) Incorporated by reference from Amendment No. 2 to Registration
Statement on Form SB-2, as filed on December 15, 2003.

(b) Reports on Form 8-K
-------------------

No reports were filed by the Company during the quarter ended September
30, 2003.

Item 28. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which it offers or sells
securities, a post -effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

(iii) To include any additional or changed material
information on the plan of distribution.

(2) That, for determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

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(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
preceding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

The undersigned registrant also undertakes that:

(1) For purposes of determining any liability under the Securities
Act, treat the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1), or (4) or Rule
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the
Securities Act, treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in the
registration statement, and the offering of the securities at that time as the
initial bona fide offering of those securities.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in Salt Lake City,
State of Utah, this 27th day of February 2004.

PARADIGM MEDICAL INDUSTRIES, INC.

By:/s/ Jeffrey F. Poore
----------------------------------------
Jeffrey F. Poore
Its: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ Jeffrey F. Poore President and Chief Executive Officer February 27, 2004
--------------------- (Principal Executive Officer)
Jeffrey F. Poore

/s/ Randall A. Mackey Chairman of the Board and Secretary February 27, 2004
---------------------
Randall A. Mackey

/s/ David M. Silver* Director February 27, 2004
---------------------
David M. Silver

/s/ Keith D. Ignotz* Director February 27, 2004
---------------------
Keith D. Ignotz

/s/ Luis A. Mostacero Controller (Principal Financial and February 27, 2004
--------------------- Accounting Officer)
Luis A. Mostacero

*By: /s/ Jeffrey F. Poore
Jeffrey F. Poore as
Attorney-in-Fact

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