As filed with the  Securities  and Exchange  Commission  on May 8, 2003
                                                  Commission File No.
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-3
                             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 of jurisdiction    (Primary Standard Industrial    (I.R.S. Employer incorporation
  of 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
                    offices 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 the Registration
                          Statement becomes effective.
                             -----------------------

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

         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"),  other than securities  offered
only in  connection  with  dividend  or interest  reimbursement  plans 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



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

                                                                                                        
Resale of Common Stock issuable upon exercise of Class A Warrants.     1,000,000     $      7.50   $  7,500,000             (1)
Resale of Common Stock issuable upon exercise of Kenneth Jerome
       Warrants...................................................       100,000           8.125        812,500             (1)
Resale of Common Stock issuable upon exercise of Kenneth Jerome
      Warrants....................................................       100,000            7.50        750,000             (1)
Resale of Common Stock issuable upon exercise of Cyndel Warrants..       150,000            4.00        600,000             (1)
Resale of Common Stock issuable upon exercise of Cyndel Warrants..        75,000            4.00        300,000             (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants.       100,000            4.00        400,000             (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants.        50,000            4.75        237,500             (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants.        50,000            6.75        337,500             (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants.        50,000            4.00        200,000             (1)
Resale of Common Stock issuable upon exercise of Consulting for
       Strategic Growth Warrants..................................        40,000            3.50        140,000             (1)
Resale of Common Stock issuable upon exercise of Hemmer Warrants..        75,000            7.50        562,500             (1)
Resale of Common Stock issuable upon exercise of Kohn and
       Sucoff Warrants............................................       100,000            4.00        400,000             (1)
Resale of Common Stock issuable upon conversion of Series
        E Preferred Stock.........................................     1,706,432           1.875      3,199,560             (1)
Resale of Common Stock issuable upon exercise of  Series
        E Preferred Warrants......................................       241,095            4.00        964,380             (1)
Resale of Common Stock issuable upon conversion of Series
        F Preferred Stock.........................................     2,181,042           1.875      4,089,454             (1)
Resale of Common Stock issuable upon exercise of  Series
        F Preferred Warrants......................................       230,589            4.00        922,356             (1)
Resale of Common Stock issuable upon exercise of Options..........       600,000            4.00      2,400,000             (1)
Resale of Common Stock issuable upon exercise of Options..........       114,103            5.00        575,515             (1)
Resale of Common Stock issuable upon exercise of Options..........       300,000            6.00      1,800,000             (1)
Resale of Common Stock issuable upon exercise of Options..........     1,002,000            2.75      2,755,500             (1)
Resale of Common Stock by certain holders of Common Stock.........       425,000            4.00      1,700,000             (1)
Resale of Common Stock by certain holders of Common Stock.........     1,307,484           2.125      2,778,404             (1)
Resale of Common Stock by certain holders of Common Stock.........       425,580            2.14        910,741             (1)
Resale of Common Stock by certain holders of Common Stock.........       745,684            1.16        864,993             (1)
Resale of Common Stock by certain holders of Common Stock.........     2,958,954             .25        739,739             (1)
Resale of Common Stock issuable upon exercise of Limberg Warrants.       50,000             4.00        200,000             (1)
Resale of Common Stock issuable upon exercise of Kaplan Warrants..       100,000            3.00        300,000             (1)
Resale of Common Stock issuable upon exercise of Cyndel Warrants..       250,000            3.00        750,000             (1)
Resale of Common Stock issuable upon exercise of Rodman &
       Renshaw Warrants...........................................        35,000            2.00         70,000             (1)
Resale of Common Stock issuable upon exercise of Warrants.........       788,750             .25        197,188             (1)
Resale of Common Stock by certain holders of Common Stock.........    10,300,000             .15      1,545,000     $    142.14
Resale of Common Stock issuable upon exercise of Forstrom Warrants       200,000             .17         34,000            3.13
Resale of Common Stock issuable upon exercise of Options..........     1,300,000             .17        221,000           20.33
                                                                                                                    -----------
      Total Registration Fee......................................                                                  $    165.60
                                                                                                                    ===========
===============================================================================================================================


(1)  No registration fee is required as securities were previously registered by
     Form SB-2 Registration  Statement,  No. 333- 2496, effective as of July 10,
     1996;  Form SB-2  Registration  Statement  No.  333-57711,  effective as of
     September  14,  1998;  Form  SB-2  Registration  Statement  No.  333-68471,
     effective  as of January  4, 1999;  Form SB-2  Registration  Statement  No.
     333-77267, effective as of May 7, 1999; Form S-3 Registration Statement No.
     333-93725, effective as of January 6, 2000; Form S-3 Registration Statement
     No.  333-44154,  effective as of September 1, 2000;  Form S-3  Registration
     Statement  No.  333-50846,  effective  as of  December  8,  2000;  Form S-3
     Registration  Statement  No. 333- 66742,  effective  as of August 22, 2001;
     Form S-3  Registration  Statement No.  333-75912,  effective as of June 21,
     2002;  Form S-3  Registration  Statement  No.  333-97837,  effective  as of
     September 26, 2002;  and Form S-3  Registration  Statement No.  333-103061,
     effective as of February 14, 2003. Pursuant to Rule 429, this is a combined
     registration   statement   which  relates  to  the  securities   previously
     registered by the earlier registration  statements and the securities being
     registered by this registration  statement.  The number of securities being
     carried   forward,   which  were  previously   registered  by  the  earlier
     registration  statements,  is 16,047,704  shares of common  stock,  and the
     total amount of the previously paid  registration fees associated with such
     securities  that were  previously  registered is $22,703.74.  The number of
     shares  being  registered  by this  registration  statement  is  11,800,000
     shares.

         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 or until the Registration Statement shall become effective on
such date as the Commission acting pursuant to said Section 8(a) may determine.




PROSPECTUS
----------

                        27,847,704 Shares of Common Stock


                        PARADIGM MEDICAL INDUSTRIES, INC.



         Paradigm Medical Industries,  Inc. is registering for resale a total of
27,847,704  shares of common stock.  Our securities trade on The Nasdaq SmallCap
Market under the symbols PMED and PMEDW. On May 6, 2003, the last sale price for
our  common  stock was $.17 per  share  and the last sale  price for our Class A
warrants was $.02 per warrant.

         Of  the  shares  being  registered  for  resale,  we  may  issue  up to
10,000,000  shares of common  stock  through  a  private  equity  line of credit
agreement  between us and Triton  West Group,  Inc.,  a British  Virgin  Islands
corporation  ('Triton") as further  described in this  Prospectus.  The price at
which we will sell the shares to Triton through put  transactions  will be equal
to 88% of the  market  price  of our  common  stock  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.

         In addition to the shares of common stock being  registered  for resale
that we may  issue to  Triton  pursuant  to the  private  equity  line of credit
agreement,  we are  registering  the resale  common  stock  issuable  to certain
holders of  outstanding  warrants and options and will only receive  proceeds to
the extent that  outstanding  warrants or options are  exercised.  The  exercise
price for many of the  outstanding  warrants  and  options  exceeds  the current
trading price for our common stock and, as a result,  the  outstanding  warrants
and options are not likely to be exercised  unless the trading  price  increases
substantially.  There are only 2,323,750  shares of our common stock  underlying
these warrants and options that are  exercisable  for less than $2.75 per share.
All other shares of our common stock being registered are either  outstanding or
will be issued upon  conversion  of  outstanding  preferred  stock,  and we will
derive no proceeds from the conversions or subsequent resales of such shares.

         Investing in the common stock  involves risks that are described in the
"Risk Factors" section beginning on page 6 of this prospectus.

         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 May ___, 2003.



                                       1


                               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,  market  and sell  ophthalmic  surgical  and
diagnostic   instrumentation  and  related  accessories,   including  disposable
products. We manufacture and market three cataract surgery systems for minimally
invasive cataract  treatment with related  accessories and disposable  products.
Our flagship  cataract removal system,  the Photon(TM) laser system,  is a laser
cataract  removal  surgery  system  marketed as the next  generation of cataract
removal. The Photon(TM) product is currently undergoing  investigational  trials
in the United  States.  The  Photon(TM)  is  available  for sale in many markets
outside of the United States.  The Photon(TM) is manufactured  and marketed with
the Precisionist  Thirty  Thousand(TM),  an ultrasonic  cataract removal system.
Both the Photon(TM) and the  Precisionist(TM)  are manufactured as an Ophthalmic
Surgical   Workstation(TM).   We  plan  to  market   the   Ophthalmic   Surgical
Workstation(TM)  as a plug-in module for the Photon(TM) and other lasers for use
in eyecare and other medical specialties. Our surgical products also include the
Innovatome(TM),  a  microkeratome  used for cutting a corneal flap in refractive
surgery, which we purchased from Innovative Optics, Inc. in January 2002.

         Our diagnostic  products include a pachymeter,  an A-Scan, an A/B Scan,
an UBM  biomicroscope,  a perimeter,  a corneal  topographer  and the Blood flow
Analyzer (TM). The diagnostic ultrasonic products, including the pachymeter, the
A-Scan,  the A/B Scan and the UBM  biomicroscope,  were  acquired  in 1998  from
Humphrey  Systems,  a division of Carl Zeiss, Inc. The perimeter and the corneal
topographer were added when we acquired Vismed, Inc. d/b/a/ Dicon(TM) in June of
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  developing  additional
applications for all of our diagnostic products.

         We rely upon several  products for revenues.  For the fiscal year ended
December  31,  2002,  27%  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,  25%  of  revenues  from  UBM
biomicroscope  sales, 11% of revenues from Humphrey systems diagnostic  products
sales  (the  pachymeter,  the A-Scan and the A/B  Scan),  11% of  revenues  from
cataract removal surgery sales,  and 17% of revenues from services,  disposables
and other  sales.  For the  fiscal  year ended  December  31,  2001,  26% 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, 22% of revenues from UBM biomicroscope sales, 8% of revenues
from Humphrey Systems diagnostic products sales (the pachymeter,  the A-Scan and
the  A/B  Scan),  8%  of  revenues  from  cataract  removal  surgery  sales  and
disposables,  and 11% of revenues  from service 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.

Private Equity Line of Credit Agreement

         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 the Company),  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 in  effect
registering  the  shares  of  common  stock  covered  by the put.  There  may be
significant dilution associated with tendering put notices under the agreement.

Recent Developments

         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.
Financial information as of and for the year ended December 31, 2002 is included
in our Annual Report on Form 10-KSB,  which was filed on April 15, 2002,  and is
incorporated by reference into this prospectus.

         In October 2001, we made a supplemental submission to the Food and Drug
Administration  (FDA)  for  our  510(k)  predicate  device  application  for the
Photon(TM) laser system. In December 2001, we received a preliminary review from

                                       2



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.  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 expect to make a submission
to the FDA with the additional clinical  information within the first quarter of
2004. We believe the costs of generating  the  additional  clinical  information
will not be  substantial  and will  not  adversely  impact  the  results  of our
operations.

         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.

         On August 30, 2002, Thomas F. Motter resigned as chairman of the board,
chief executive officer and a director of the Company.  Also on August 30, 2002,
our board of directors announced that it had removed Mark R. Miehle as president
and chief operating  officer,  effective as of that date. Mr. Miehle has entered
into a  consulting  agreement  with us. Our board of  directors  named  Heber C.
Maughan as interim  chief  executive  officer and Aziz Mohabbat as interim chief
operating officer.

         On August 30, 2002,  our board of directors  announced that it had been
in discussions for approximately nine months with Westland Financial Corporation
aimed at supplying our surgical and diagnostic  equipment to Mexican  ophthalmic
practitioners.   Westland  is  primarily   involved  in  financing  and  leasing
activities  and  international  sales  transactions.  In the past, we have had a
business relationship with Westland.

         Upon investigation, our board of directors determined that the purchase
order  referenced  in a press  release  dated July 11,  2002,  was not of such a
nature as to be  enforceable  for the  purpose of sales or revenue  recognition.
Moreover,  we have  not  sent  any  shipment  of  medical  products  to  Mexican
ophthalmic  practitioners  nor received  payment for these products  pursuant to
those discussions.

         Although  discussions with Westland are continuing  regarding sales and
marketing  activities  for our medical device  products in Mexico,  our board of
directors  announced that it could not predict or provide any assurance that any
transactions  would  result.  As a  consequence,  our  board  believes  that the
financial  guidance in the July 11, 2002 press release concerning fourth quarter
and full year 2002 results is not appropriate.

         On  September  6, 2002,  we  completed  a private  offering to fund our
working  capital  requirements.  We  raised  a  total  of  $631,000  from  three
accredited  investors  through the sale of  2,524,000  shares of common stock at
$.25 per share and  warrants to purchase  631,000  shares of common  stock at an
exercise price of $.25 per share.  The warrants are  exercisable for a period of
three years.

         On September 19, 2002, we completed a  transaction  with  International
Bio-Immune Systems,  Inc., a Delaware  corporation ("IBS"), in which we acquired
2,663,254  shares,  or 19.9% of the outstanding  shares of IBS common stock, 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
our common stock,  the lending of 300,000 shares of our common stock to IBS, and
the payment of certain  expenses of IBS through the  issuance of an aggregate of
94,000 shares of our common stock to IBS and its counsel.

         On October 21, 2002, we received  clearance from the U.S. Food and Drug
Administration (FDA) on its 510(k) application for additional indications of use
for the Company's  patented  Ocular Blood Flow  Analyzer(TM)  device.  The newly
cleared  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.  With  these  indications  of use,  the Blood  Flow
Analyzer(TM)  provides the ophthalmologist and optometrist the ability to detect
and  monitor  deficiencies  in the flow of blood to the living  cells in the eye
rapidly at the point of care.  Compromised ocular blood flow has been implicated
in a number of ocular diseases, such as glaucoma. We believe the new indications
for  use  will  significantly  enhance  the  marketability  of  the  Blood  Flow
Analyzer(TM).

         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 April 15, 2003, we received  notice of a  determination  by Nasdaq's
Listing  Qualifications  staff that we fail to comply with the minimum bid price
rules for continued  listing set forth in Marketplace Rule 4310(c)(4) and do not
meet the Rule 4310(c)(2)(A)  inclusion  requirements.  Specifically,  the notice
stated that we have not regained  compliance  with the minimum $1.00 closing bid
price  per  share  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.  As of December 31, 2002, the
notice stated that we reported stockholders' equity of $2,847,000 and net losses

                                       3


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.  Separately,
Nasdaq has  informed us that  listing  fees of $22,500  and  $18,000  under Rule
4310(c)(13) are owed to the Nasdaq SmallCap Market.

         We  have   requested   an  oral   hearing   before  a  Nasdaq   Listing
Qualifications   Panel  to  review  the  staff's   determination.   The  request
automatically  stays the delisting of our common stock.  Until the panel's final
decision, our stock will continue to be traded on the SmallCap Market.  Hearings
with the Panel generally  transpire within 30 days of our request.  We intend to
present  a  plan  to the  Nasdaq  Listing  Qualifications  Panel  for  achieving
sustaining compliance with the Nasdaq SmallCap Marketplace Rules, although there
can be no assurance that the panel will grant our request for continued listing.

         On April 23, 2003, we received formal notice from Nasdaq that a hearing
to consider its appeal would be held on May 29, 2003.  If the planned  appeal is
unsuccessful, we may apply for a transfer to the OTC Bulletin Board. Dr. Jeffrey
F. Poore was  recently  appointed as president  and chief  executive  officer to
assist in the process of a major company restructuring. In conjunction with that
restructuring,  Dr. Poore will  present to the panel a definitive  plan both for
increasing distribution and for expanding corporate opportunities.

Recent Legal Proceedings and Material Liability

         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 us,  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 our 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 interests of the  shareholders.  We believe
that Mr.  Motter's  claims  and  assertions  are  without  merit and  intends to
vigorously defend against any legal action that Mr. Motter may bring against us.

         We  received a demand  letter  dated  January 6, 2003 from  counsel for
Westcore  STIPG,  LLC,  the  landlord  with  regard to the  lease on our  former
facilities in San Diego, California.  The letter demands payment of $10,567 plus
interest,  attorney's fees and costs for the repairs and restoration work on the
San Diego  facilities,  after a deduction  of our $6,000  security  deposit.  We
reject these claims,  contending  that the security  deposit was adequate to pay
for any repairs or restoration expenses on the premises.

         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 $65,161
for manufacturing and supplying parts for our 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  claims are owed,  were from
parts that were received but rejected by us because they had never been ordered.

         We 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  $49,626.68  plus  interest  for the leasing of two copy  machines  that were
delivered  to our Salt  Lake  City  facilities  on or about  April of 2000.  The
majority of the amounts alleged to be owed by us are from the remaining payments
on the leases.  We dispute the amounts  allegedly owed,  asserting that the copy
machines, which we returned to the leasing company, did not work properly.

         We completed a stock purchase  transaction on June 20, 2000, to acquire
all of the  outstanding  shares of common  stock of Ocular  Blood Flow,  Ltd., a
United Kingdom registered limited company ("OBF"), from Malcolm Redman, the sole
shareholder  of OBF,  including  the rights to the Blood Flow  Analyzer(TM).  In
connection  with  the  transaction,  we  entered  into a  three-year  Consulting
Agreement  with  Mr.   Redman,   requiring  the  payment  of  36  equal  monthly
installments  of $6,000 through June 20, 2003, for  consulting  services.  As of
March 31, 2003, we owed $30,000 to Mr. Redman for payments due from November 20,
2002 through March 20, 2003. We also entered into a Royalty  Agreement  with Mr.
Redman on June 20,  2000,  requiring  a royalty of 10% of the net sales of Blood
Flow  Analyzer(TM),  including  underlying  workstation units, sold by us. As of
March 31, 2003,  approximately  $186,000 in royalties  were due and owing to Mr.
Redman under the Royalty Agreement.

Tax Liabilities

         We estimate that about  $10,000 in sales taxes are  currently  owing in
states in which we have sold our products and equipment.

                                       4


The Offering
Securities Offered ........   The resale of  27,847,704  shares of common stock,
                              consisting of the following:

                                   o    The resale of 1,000,000  shares issuable
                                        upon  exercise of Class A warrants  with
                                        an exercise price of $7.50 per share.

                                   o    The  resale of 200,000  shares  issuable
                                        upon  exercise  of  warrants  by Kenneth
                                        Jerome  &  Co.  with   exercise   prices
                                        ranging from $7.50 to $8.l25 per share.

                                   o    The  resale of 475,000  shares  issuable
                                        upon  exercise  of  warrants by Cyndel &
                                        Co., Inc. with exercise  prices  ranging
                                        from $3.00 to $4.00 per share.

                                   o    The  resale of 300,000  shares  issuable
                                        upon exercise of warrants by Dr. Michael
                                        B. Limberg with exercise  prices ranging
                                        from $4.00 to $6.75 per share.

                                   o    The  resale  of 40,000  shares  issuable
                                        upon  exercise of warrants by Consulting
                                        for Strategic Growth, Ltd. with exercise
                                        prices  ranging  from $2.78 to $3.89 per
                                        share.

                                   o    The  resale  of 75,000  shares  issuable
                                        upon the exercise of warrants by John W.
                                        Hemmer with exercise  price of $7.50 per
                                        share.

                                   o    The  resale  of 50,000  shares  issuable
                                        upon  exercise of warrants by Helen Cohn
                                        with an  exercise  price  of  $4.00  per
                                        share.

                                   o    The  resale  of 50,000  shares  issuable
                                        upon the  exercise  of warrants by Ronit
                                        Sucoff with an  exercise  price of $4.00
                                        per share.

                                   o    The  resale of 100,000  shares  issuable
                                        upon the  exercise  of warrants by Barry
                                        Kaplan Associates with an exercise price
                                        of $3.00 per share.

                                   o    The  resale  of 35,000  shares  issuable
                                        upon the  exercise of warrants by Rodman
                                        & Renshaw,  Inc. with an exercise  price
                                        of $2.00 per share.

                                   o    The  resale of 200,000  shares  issuable
                                        upon the exercise of warrants by Timothy
                                        R.  Forstrom  with an exercise  price of
                                        $.16 per share.

                                   o    The resale of 1,706,432  shares issuable
                                        upon  conversion  of Series E  preferred
                                        stock with a conversion  price of $1.875
                                        per share.

                                   o    The  resale of 241,095  shares  issuable
                                        upon the  exercise of warrants by Series
                                        E  preferred  holders  with an  exercise
                                        price of $4.00 per share.

                                   o    The resale of 2,181,042  shares issuable
                                        upon  conversion  by Series F  preferred
                                        stock with a conversion  price of $1.875
                                        per share.

                                   o    The  resale of 230,589  shares  issuable
                                        upon  exercise  of  warrants by Series F
                                        preferred holders with an exercise price
                                        of $4.00 per share.

                                   o    The  resale of 788,750  shares  issuable
                                        upon  exercise  of  warrants  by Paul L.
                                        Archambeau,   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, Ltd., Frank G. Mauro and
                                        Delbert D.  Reichardt  with an  exercise
                                        price of $.25 per share.

                                   o    The  resale of 300,000  shares  issuable
                                        upon  exercise  of options by  executive
                                        officers,  employees and directors  with
                                        an exercise price of $6.00 per share.

                                   o    The  resale of 114,103  shares  issuable
                                        upon  exercise  of options by  executive
                                        officers,  employees and directors  with
                                        an exercise price of $5.00 per share.

                                   o    The  resale of 600,000  shares  issuable
                                        upon  exercise  of options by  executive
                                        officers,  employees and directors  with
                                        an exercise price of $4.00 per share.

                                   o    The resale of 1,002,000  shares issuable
                                        upon  exercise  of options by  executive
                                        officers,  employees and directors  with
                                        an exercise price of $2.75 per share.

                                   o    The resale of 1,300,000  shares issuable
                                        upon  exercise  of options by  executive
                                        officers and employees  with an exercise
                                        price of $.16 per share.

                                      o The resale of 16,162,702 shares.

Common stock outstanding
prior to the offering .....   24,073,969 shares.

                                       5


Common stock outstanding
after the offering ........   39,189,022 shares.

Use of proceeds............   All  funds  received by  us from  the  issuance of
                              shares under  the  private  equity  line of credit
                              agreement  with Triton or upon the exercise of the
                              warrants  and  options  will be used  for  general
                              corporate  purposes.   We  will  not  receive  any
                              proceeds  from the  conversion  of the  shares  of
                              Series E  preferred  stock or  Series F  preferred
                              stock.

Risk Factors/Dilution......   The offering involves a high degree of risk.

Nasdaq symbols
     Common stock..........   PMED
     Class A warrants......   PMEDW


                                  RISK FACTORS

         Before you invest in our Common Stock, you should be aware of the risks
described below which constitute all 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.

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

         As of December 31, 2002, we had limited  working capital of $1,506,000.
We  also  have  not  been in  business  for a long  time.  Our  company  and its
predecessors  have been in operation  since 1989.  Our  accumulated  deficit was
$53,656,000 as of December 31, 2002 and $42,501,000 as of December 31, 2001. Our
net loss was  $10,143,000  for the fiscal  year ended  December  31,  2001,  and
$11,155,000  for the fiscal  year ended  December  31,  2002.  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.

Our securities will  be delisted  from The Nasdaq  SmallCap Market if we fail to
comply with maintenance standards.

         In order to  remain  eligible  for  quotation  on the  Nasdaq  SmallCap
Market, we must maintain $2,500,000 in equity, a $35,000,000 market value of the
public  float  (excluding  shares  held  directly  or  indirectly  by  officers,
directors and controlling  stockholders) or have at least $500,000 in net income
in our latest fiscal year or two of the last three fiscal years and at least 300
round lot holders of our common stock. In addition, continued inclusion requires
two  market-makers  and a minimum bid price of $1.00 per share. We are currently
not in  compliance  with two of the three  thresholds  for the  Nasdaq  SmallCap
Market,  requiring at least  $500,000 in net income in our latest fiscal year or
two of the latest three fiscal years and $35,000,000  market value of the public
float.  In  addition,  our common  stock has traded at less than $1.00 per share
since  August  29,  2002.  If we are  unable to comply  with  these  maintenance
standards in the future,  including  any new standards  that may be issued,  our
securities will be delisted from the Nasdaq SmallCap Market. We may be unable to
satisfy all  requirements  to remain listed on Nasdaq.  If delisted from Nasdaq,
our securities may then be traded on the OTC Electronic Bulletin Board or in the
over-the-counter  market in the so-called "pink sheets." 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 April 15, 2003, we received  notice of a  determination  by Nasdaq's
Listing  Qualifications  staff that the we fail to comply  with the  minimum bid
price rules for continued  listing set forth in Marketplace  Rule 4310(c)(4) and
do not meet the Rule 4310(c)(2)(A)  inclusion  requirements.  Specifically,  the
notice  stated  that we have not  regained  compliance  with the  minimum  $1.00
closing  bid  price  per  share  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.  As of December 31,
2002, the notice stated that 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.
Separately,  Nasdaq has  informed  us that  listing  fees of $22,500 and $18,000
under Rule 4310(c)(13) are owed to the Nasdaq SmallCap Market. We have requested
an oral  hearing  before a Nasdaq  Listing  Qualifications  Panel to review  the
staff's  determination.  The request  automatically  stays the  delisting of our
common stock.  Until the panel's final  decision,  our stock will continue to be
traded on the  SmallCap  Market.  Hearings  with the panel  generally  transpire
within 30 days of our request. We intend to present a plan to the Nasdaq Listing
Qualifications  Panel  for  achieving  sustaining  compliance  with  the  Nasdaq
SmallCap  Marketplace  Rules,  although there can be no assurance that the panel
will grant our request for  continued  listing.  On April 23, 2003,  we received

                                       6



formal  notice from Nasdaq that a hearing to consider our appeal will be held on
May 29, 2003. If the planned appeal is unsuccessful, we may apply for a transfer
to the OTC  Bulletin  Board.  Dr.  Jeffrey F. Poore was  recently  appointed  as
president  and chief  executive  officer  to assist  in the  process  of a major
company  restructuring.  In conjunction with that restructuring,  Dr. Poore will
present to the panel a definitive plan both for increasing  distribution and for
expanding corporate opportunities.

If our  securities  were  delisted from The  Nasdaq SmallCap  Market, additional
sales  requirements  on  broker-dealers  would  adversely effect  the ability of
purchasers to sell our securities and the trading  price of our securities could
decline.

         If our securities  were to be delisted from Nasdaq as discussed  above,
they may become subject to Rule 15g-9 promulgated under the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  which imposes  additional  sales
practice  requirements on broker-dealers  that sell securities  governed by Rule
15g-9 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 transactions covered by Rule 15g-9, the broker-dealer must determine whether
such 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,  Rule 15g-9 may
adversely  effect the ability of purchasers to sell our securities and otherwise
affect the trading market in our securities.

         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 Exchange
Act  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.  Finally,
monthly  statements are required to be sent disclosing  recent price information
for the penny stocks.

         The foregoing penny stock restrictions will not apply to our securities
if such  securities  are  listed on Nasdaq  and have  certain  price and  volume
information  provided on a current and  continuing  basis or if we meet  certain
minimum  net  tangible  asset  or  average  revenue  criteria.  There  can be no
assurance   that  our   securities   will  qualify  for  exemption   from  these
restrictions.  In any  event,  even if our  securities  were  exempt  from  such
restrictions, they would remain subject to Section 15(b)(6) of the Exchange Act,
which gives the  Commission the authority to prohibit any person that is engaged
in unlawful conduct while  participating in a distribution of a penny stock from
associating  with a broker-dealer  or participating in a distribution of a penny
stock,  if the Commission  finds that such a restriction  would be in the public
interest.  If our  securities  were  subject to the rules on penny  stocks,  the
market liquidity for our securities could be materially adversely affected.

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 its products  (including the Photon(TM) laser system),
and  manufacturing  and  marketing  its existing  products.  We do not expect to
receive any proceeds from the exercise of warrants in this offering  because the
exercise price for the majority of outstanding  warrants and options exceeds the
current  trading price for our common stock and, as a result,  are not likely to
be exercised  unless the trading  price  increases  substantially.  In the short
term,  based on past  financial  needs and on  currently  planned  programs,  we
anticipate funds generated from future product sales should be adequate, even if
at the minimum level, to satisfy our capital  requirements for  approximately 12
months.  This  estimate  is based on  certain  assumptions  and  there can be no
assurance  that the net proceeds of this  offering will be sufficient to satisfy
our capital requirements for 12 months. However, 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.

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 laser cataract system 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.

         We are subject to  substantial  regulation by the 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

                                       7


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.  We have
completed  the  authorized  clinical  studies  and,  in  October  2001,  made  a
supplemental  submission to the FDA regarding the 510(k) application.  On May 7,
2002, we received a letter from the FDA requesting further clinical information.
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.

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 the  Company) 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 in  effect
registering  the  shares  of  common  stock  covered  by the put.  There  may be
significant dilution associated with tendering put notices under the agreement.

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 which utilizes  research and product  development  activities
and technology to such a high degree.

Our Photon laser system may not receive FDA approval.

         We are developing a laser cataract  surgery system for inclusion in our
Workstation(TM). Phase I clinical trials have concluded for FDA approval for the
Photon(TM)  laser 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  since in the United  States most
cataracts are removed before tissue hardens. While we rely upon several products
for revenues, we are dependent on FDA approval of our Photon(TM) laser system to
generate future revenues. On October 2001, we made a supplemental  submission to
the FDA for the existing 510(k)  application.  We received a preliminary  review
from the FDA of our  supplemental  submission  in  December  2002 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
are in the process of generating the additional clinical information in response
to the  letter and expect to make a  submission  to the FDA with the  additional
clinical  information  within the first  quarter  of 2004.  We  received  an FDA
warning letter in August 2000 concerning  Phase I clinical  trials,  but believe
all items in the warning letter have been satisfied and the clinical  trials and
their data are in good standing.

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.


                                       8


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

         Our 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 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.

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
services 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 chairman of the board and chief  executive
officer of the Company, and Mark R. Miehle was terminated as president and chief
operating officer of the Company. The 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 or Mr. Miehle.

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

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.



                                       9


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.  Patents  have 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.  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 its  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 its operations.


                                       10


Our Precisionist Thirty  Thousand(TM) Workstation(TM)  may experience circuiting
problems or component failures which, if not corrected, could impact our sales.

         Our  Precisionist   Thirty   Thousand(TM)   Workstation(TM)  is  a  new
computer-based product unproven by day-to-day use in the marketplace.  While the
Precisionist Thirty  Thousand(TM)  Workstation(TM) has been marketed since 1997,
its current  installment base is not large enough to be considered proven by day
to day use in the  marketplace.  As is  common  with  other  new  computer-based
products,  we have discovered  certain circuitry problems and component failures
with the first  Workstation(TM)  that we  manufactured.  We believe that we have
corrected most if not all of these problems. However, there is no assurance that
all of these  problems  have been detected or  corrected.  If customers  were to
experience significant problems with the Workstation(TM), if we could not fix or
correct  the  problems,   or  if  our  customers  were   dissatisfied  with  the
functionality or performance of the Workstation(TM), or product support provided
by us, we would be materially adversely effected.

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 the Company's
downsizing program 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 the  Company  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, and
economic and political instability.

         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.

The market price of our securities could fluctuate significantly.

         Our  common  stock and Class A  warrants  are  currently  traded on The
Nasdaq SmallCap  Market.  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

                                       11


circumstances,  as a method of discouraging,  delaying or preventing a change in
control of the Company.  As of April 30, 2003,  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  convertible  into 8,750 common shares;
1,500 shares of Series E preferred stock  convertible into 80,000 common shares;
and 5,773.75 shares of Series F preferred stock  convertible into 307,933 common
shares.

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.

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 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.

We have  entered  into  agreements  for  services  and  other  benefits with our
affiliates.

         We have entered into  agreements  for services and other  benefits with
certain of our  affiliates  on terms we  believed to be no less  favorable  than
could be obtained from unaffiliated parties. On October 1, 1999, we entered into
a  consulting  agreement  with Cyndel & Co.,  Inc.,  in which  Cyndel  agreed to
perform  unspecified  investment  banking services for us for a one-year period,
for  which we  agreed  to pay  Cyndel a  monthly  retainer  of  $8,333.33,  plus
expenses.  Patrick M.  Kolenik,  a director of Paradigm  from  November  1997 to
January 21, 2000, and Steven J. Bayern, a director of Paradigm from July 1999 to
January 21,  2000,  are both an officer,  a director  and a 50%  shareholder  of
Cyndel. The October 1, 1999 consulting  agreement was terminated when we entered
into a new  consulting  agreement with Cyndel on April 1, 2000. The total amount
paid to Cyndel  for  services  under the  October 1, 1999  consulting  agreement
during the period from October 1, 1999 to May 30, 2000, was $58,333.33.

         Under  the  terms of the April 1,  2000  consulting  agreement,  Cyndel
agreed to perform unspecified banking services for us for a one-year period, for
which we agreed to pay Cyndel a monthly  retainer of $16,666.66,  plus expenses.
The April 1, 2000  consulting  agreement was renewed for an additional  one-year
period through March 31, 2002. On December 26, 2001, we provided  written notice
of our intention not to renew the consulting agreement after March 31, 2002. The
total amount paid to Cyndel for services under this agreement from April 1, 2000
to February 28, 2002 was $383,333.33. The final payment of $16,666.67 was due on
March 1, 2002.

                                       12


         On January 21, 2000, we issued  Michael W.  Stelzer,  formerly our vice
president of operations and chief operating officer, 20,000 shares of our common
stock as severance under the terms of a settlement of his employment  agreement.
The market  price of our common  shares on the day the shares were issued to Mr.
Stelzer was $12.50 per share.  On June 5, 2000,  we issued Mark R.  Miehle,  our
president and chief  operating  officer,  28,500 of our common shares as a bonus
for  entering  into an  employment  agreement  with us. The market  price of our
common  shares on the day the  shares  were  issued to Mr.  Miehle was $6.81 per
share.

         Thomas F.  Motter,  former  chairman  of the board and chief  executive
officer, leased his former residence,  which he then owned, to us for $2,500 per
month.   The  primary  use  of  the   residential   property   was  for  housing
accommodations  for employees  living  outside of Utah while they are working at
our corporate  headquarters  in Salt Lake City. We obtained an appraisal from an
independent  appraiser,   which  concluded  that  the  monthly  rate  of  $2,500
represented  a fair  rate for  leasing  the  residential  property.  This  lease
agreement was  terminated on October 31, 2000,  but then renewed on July 1, 2002
and later terminated on January 31, 2003.

         Randall A.  Mackey,  chairman of the board  since  August 30,  2002,  a
director  since January 21, 2000,  and a former  director from September 1995 to
September 1998, is president and a shareholder of the law firm of Mackey Price &
Thompson,  which renders  legal  services to us. Legal fees and expenses paid to
Mackey Price & Thompson  for the fiscal  years ended  December 31, 2002 and 2001
were $167,000 and $158,990, respectively.

                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.

                                 USE OF PROCEEDS

         If we  exercise,  in our sole  discretion,  any draw  downs  under  the
private equity line of credit with Triton, we will receive the net sale price of
any common stock we sell to Triton under the terms of the private equity line of
credit agreement described in this Prospectus.  Because we are not obligated to,
and may decide not to,  exercise any draw downs under the private equity line of
credit agreement, we may not receive any proceeds under such agreement.

         In addition,  holders of our warrants are not obligated to exercise any
of their  warrants and holders of our options are not  obligated to exercise any
of their  options.  The  closing  bid price of our  common  shares on The Nasdaq
SmallCap  Market was $.17 on May 6, 2003.  Only  2,323,750 of our common  shares
underlying  the  warrants  and options are  exercisable  for less than $2.75 per
share. As a consequence,  many of the  outstanding  warrants and options are not
likely to be exercised  unless the trading price  increases  substantially.  All
other shares of our common stock being registered are either outstanding or will
be issued upon  conversion of outstanding  preferred stock and we will derive no
proceeds from the conversions or subsequent resales of such shares.

         If there are any net proceeds from this offering, we will use these net
proceeds to fund working capital requirements.  In the event sufficient proceeds
are not  received,  our short term plan is to meet cash needs  through  external
financing  sources such as bank  financing and private  offerings of debt and/or
equity. We expect the cash flow from operations to provide  additional funds for
us as operating revenues increase.

         The cost,  timing and the amount of funds  required for such uses by us
cannot be precisely  determined at this time and will be based upon, among other
things,   competitive  developments,   the  rate  of  our  progress  in  product
development,  and the  availability  of  alternative  methods of  financing.  In
addition,  our board of directors has broad  discretion in  determining  how the
proceeds of this offering will be allocated.

                             SELLING SECURITYHOLDERS

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
Series  E  preferred  stock  (the  "Selling  Series E  Preferred  Shareholder"),
assuming each of the Selling Series E Preferred  Shareholders elects to exercise
his or her  conversion  rights to convert  the Series E  Preferred  shares  (the
"Series E Shares") into shares of common stock,  at a conversion  price equal to
$1.875 per share of common  stock,  the  number of shares of common  stock to be
sold by each Selling Series E Preferred Shareholder,  and the percentage of each
Selling Series E Preferred  Stockholder  after the sale of common stock included
in this prospectus.

                                       13




                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
                Shareholders                         Number  Percent                           Number         Percent
                ------------                         ------  -------                           ------         -------
                                                                                                   
John T. Ablamsky                                     32,000     *             32,000                0             *
Steven J. Ablamsky                                   32,000     *             32,000                0             *
Morris Ades                                          26,667     *             26,667                0             *
BNB Associates Investments LP (1)                    40,000     *             40,000                0             *
Dr. Ronald A. and Karen A. Balkin                   133,333     *            133,333                0             *
Jerry Bassin                                         26,667     *             26,667                0             *
Dr. Valery Berger                                       200     *                200                0             *
Dr. Richard G. Bowe, IRA                             26,667     *             26,667                0             *
Roland A. Catalano, IRA                              80,000     *             80,000                0             *
Chicago Investments, Inc. (2)                        80,000     *             80,000                0             *
Henry A. Fredericks Sep. Property Trust
     dated 10/12/88 (3)                              26,667     *             26,667                0             *
Robert L. Frome (4)                                  66,667     *             66,667                0             *
John Harte                                           53,333     *             53,333                0             *
Scott A. Jernigan                                    25,833     *             25,833                0             *
KSH Strategic Investment Fund I, LP (5)             207,333     *            207,333                0             *
Albert F. Kinzinger, Jr.                             45,000     *             45,000                0             *
Albert F. Kinzinger, Sr., IRA                        26,667     *             26,667                0             *
Arthur Klansky                                        3,333     *             13,333                0             *
James H. Levi                                        11,667     *             11,667                0             *
Dr. Michael B. Limberg (6)                          179,580     *             92,000           87,580             *
Mid-Lakes Profit Sharing Trust
    dated 1/1/66 (7)                                 26,667     *             26,667                0             *
James A. Milgard                                    200,000     *            200,000                0             *
Kay Murcer                                           10,667     *             10,667                0             *
Jules M. Ness, Jr.                                   26,667     *             26,667                0             *
Perceptive Life Sciences Master Fund (8)             44,132     *             44,132                0             *
David Peterson                                        2,500     *              2,500                0             *
Dr. Soleiman Rabanipour                              13,333     *             13,333                0             *
Marsha and Barry Reiss                                5,333     *              5,333                0             *
Edwin W. and Cheryl S. Richardson                    26,667     *             26,667                0             *
Joel Schoenfeld, IRA                                 26,667     *             26,667                0             *
Judy Shapiro Trust dated 5/15/01 (9)                 53,333     *             53,333                0             *
Shadow Capital LLC (10)                              53,333     *             53,333                0             *
Rick Siskey                                          37,767     *             37,767                0             *
Ronit Sucoff                                         53,333     *             53,333                0             *
White Living Trust (11)                              13,333     *             13,333                0             *
Jeffrey A. Wietzman                                  13,333     *             13,333                0             *
James C. Wilson                                      53,333     *             53,333                0             *
                                                  ---------                ---------           ------
       TOTAL                                      1,794,012                1,706,432           87,580


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

(1)      The  managing  partner of BNB  Associates  Investments  LP is  Benjamin
         Bollag, who exercises sole voting and investment powers.
(2)      The president of Chicago Investments,  Inc. is Linda Gallenberger,  who
         exercises sole voting and investment powers.
(3)      The  trustee of Henry A.  Fredericks  Sep.  Property  Trust is James D.
         White, who exercises sole voting and investment powers.
(4)      Mr. Frome is a former director of Paradigm.
(5)      The managing  partners of KSH Strategic  Investment Fund I, LP are Cary
         W. Sucoff and Harvey R. Kohn, who exercise shared voting and investment
         powers.
(6)      Dr. Limberg is a consultant to Paradigm.
(7)      The trustee of the Mid-Lakes  Profit Sharing Trust dated 1/1/66 is John
         Harte, who exercises sole voting and investment powers.

                                       14


(8)      The director of Perceptive Life Sciences Master Fund is Joseph Adelman,
         who exercises sole voting and investment powers.
(9)      The trustees of the Judy Shapiro  Trust dated 5/15/01 are Alan and Judy
         Shapiro, who exercise shared voting and investment powers.
(10)     The  manager  of  Shadow  Capital  LLC  is B.  Kent  Garlinghouse,  who
         exercises sole voting and investment powers.
(11)     The  trustees of the White  Living  Trust are James and Jean Ann White,
         who exercise shared voting and investment powers.

         The following  table sets forth  information  regarding the  beneficial
ownership  of our  common  stock as of April 30,  2003,  by each of the Series E
preferred    shareholders    holding    warrants   (the   "Selling    Series   E
Securityholders"),  assuming each of the Selling Series E Securityholders elects
to exercise the warrants held by such Selling  Securityholder to purchase shares
of common stock at an exercise price of $4.00 per share, the number of shares of
common  stock  to be sold by  each  Selling  Series  E  Securityholder,  and the
percentage  of each  Selling  Series E  Securityholder  after the sale of common
stock included in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
                Shareholders                         Number  Percent                           Number         Percent
                ------------                         ------  -------                           ------         -------
                                                                                                 
John T. Ablamsky                                     35,000     *             3,000           32,000            *
Steven J. Ablamsky                                   35,000     *             3,000           32,000            *
Morris Ades                                          30,500     *             2,500           26,667            *
BNB Associates Investments LP (1)                    43,750     *             3,750           40,000            *
Dr. Ronald A. and Karen Balkin                      155,833     *            12,500          133,333            *
Jerry Bassin                                         29,167     *             2,500           26,667            *
Dr. Valery Berger                                     2,500     *             2,500                0            *
Michael Bollag                                        3,750     *             3,750                0            *
Dr. Richard G. Bowe, IRA                             29,167     *             2,500           26,667            *
Craig S. Brewer                                       5,000     *             5,000                0            *
Roland A. Catalano, IRA                              87,500     *             7,500           80,000            *
Chicago Investments, Inc. (2)                        87,500     *             7,500           80,000            *
Jack Dushey                                           2,500     *             2,500                0            *
Henry A. Fredericks Sep. Property Trust
     dated 10/12/88 (3)                              29,167     *             2,500           26,667            *
Robert L. Frome (4)                                  72,917     *             6,250           66,667            *
Richard E. Gerzof                                     1,250     *             1,250                0            *
John Harte                                           58,333     *             5,000           53,333            *
Scott Jernigan                                        5,000     *             5,000                0            *
KSH Strategic Investment Fund I., LP (5)            237,333    1.0%          20,000          207,333            *
Terry F. King                                         2,500     *             2,500                0            *
Albert F. Kinzinger, Jr.                             49,220     *             4,220           45,000            *
Albert F. Kinzinger, Sr., IRA                        29,167     *             2,500           26,667            *
Arthur Klansky                                       14,583     *             1,250           13,333            *
Helen Kohn                                            5,000     *             5,000                0            *
James H. Levi                                        14,499     *             2,500           11,999            *
Dr. Michael B. Limberg (6)                          188,955     *             9,375          179,580            *
Mid-Lakes Profit Sharing Trust
   dated 1/1/66 (7)                                  29,167     *             2,500           26,667            *
James A. Milgard                                    218,750     *            18,750          200,000            *
Kay Murcer                                           11,667     *             1,000           10,667            *
Jules M. Ness, Jr.                                   39,167     *             2,500           26,667            *
OTATO Limited Partnership (8)                        12,500     *            12,500                0            *
Michael Pancer Profit Sharing Plan                    2,500     *             2,500                0            *
Perceptive Life Sciences Master Fund (9)             64,132     *            20,000           44,132            *
David Peterson                                        3,750     *             1,250            2,500            *
Dr. Soleiman Rabanipour                              14,583     *             1,250           13,333            *
Marsha and Barry Reiss                                5,833     *               500            5,333            *


                                       15


                                                                                                 
Dr. Sheldon Rabin, IRA                                5,000     *             5,000                0            *
Edwin W. and Cheryl S. Richardson                    29,167     *             2,500           26,667            *
Joel Schoenfeld, IRA                                 29,167     *             2,500           26,667            *
Judy Shapiro (10)                                    58,333     *             5,000           53,333            *
Shadow Capital LLC (11)                              53,333     *             5,000           53,333            *
Richard C. Siskey                                    47,766     *            10,000           37,766            *
Ronit Sucoff                                        108,333     *             5,000          103,333            *
WEC Asset Management LLC (12)                        10,000     *            10,000                0            *
White Living Trust (13)                              14,583     *             1,250           13,333            *
Jeffrey A. Wietzman                                  14,583     *             1,250           13,333            *
James C. Wilson                                      56,333     *             5,000           53,333            *
                                                  ---------                 -------        ---------
       TOTAL                                      2,059,405                 241,095        1,818,310

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


(1)      The  managing  partner of BNB  Associates  Investments  LP is  Benjamin
         Bollag, who exercises sole voting and investment powers.
(2)      The president of Chicago Investments,  Inc. is Linda Gallenberger,  who
         exercises sole voting and investment powers.
(3)      The  trustee of Henry A.  Fredericks  Sep.  Property  Trust is James D.
         White, who exercises sole voting and investment powers.
(4)      Mr. Frome is a former director of Paradigm.
(5)      The managing  partners of KSH Strategic  Investment Fund I, LP are Cary
         W. Sucoff and Harvey R. Kohn, who exercise shared voting and investment
         powers.
(6)      Dr. Limberg is a consultant to Paradigm.
(7)      The trustee of the Mid-Lakes  Profit Sharing Trust dated 1/1/66 is John
         Harte, who exercises sole voting and investment powers.
(8)      The chief  financial  officer of OTATO Limited  Partnership is James W.
         Santori, who exercises sole voting and investment powers.
(9)      The director of Perceptive Life Sciences Master Fund is Joseph Adelman,
         who exercises sole voting and investment powers.
(10)     The trustees of the Judy Shapiro  Trust dated 5/15/01 are Alan and Judy
         Shapiro, who exercise shared voting and investment powers.
(11)     The  manager  of  Shadow  Capital  LLC  is B.  Kent  Garlinghouse,  who
         exercises sole voting and investment powers.
(12)     The managing  director of WEC Asset  Management  LLC is Daniel J. Saks,
         who exercises sole voting and investment powers.
(13)     The  trustees of the White  Living  Trust are James and Jean Ann White,
         who exercise shared voting and investment powers.

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
Series  F  preferred  stock  (the  "Selling  Series F  Preferred  Shareholder"),
assuming each of the Selling Series F Preferred  Shareholders elects to exercise
his or her  conversion  rights to convert  the Series F  preferred  shares  (the
"Series F Shares") into shares of common stock,  at a conversion  price equal to
$1.875 per share of common  stock,  the  number of shares of common  stock to be
sold by each Selling Series F Preferred Shareholder,  and the percentage of each
Selling Series F Preferred  Stockholder  after the sale of common stock included
in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
                Shareholders                         Number  Percent                           Number         Percent
                ------------                         ------  -------                           ------         -------
                                                                                                 
Al Kim Associates Profit Sharing Plan             41,000         *             41,000               0           *
Judge Hugh Arnold                                  4,000         *              4,000               0           *
Edwin R. Bindseil                                 11,600         *             11,600               0           *
Timothy S. Borne                                  44,000         *             44,000               0           *
Bert E. Brodsky                                   25,000         *             25,000               0           *
Bru Holding Co. LLC (1)                           62,000         *             62,000               0           *
Dennis R. and Rosemary Casey                      42,667         *             42,667               0           *
Jason Kyu Cho                                     46,000         *             46,000               0           *
James S. Cobb                                     50,872         *             50,872               0           *
Neil S. Coleman                                   74,000         *             74,000               0           *
James F. Corman                                   26,667         *             26,667               0           *
Deutsche Asset Management
    HealthScience Fund I, Ltd. (2)               245,707      1.1%            245,707               0           *
Donald J. Ekman                                   14,000         *             14,000               0           *
Forrest Living Trust (3)                           5,600         *              5,600               0           *
Richard Friedman                                  44,000         *             44,000               0           *


                                       16


                                                                                                 
Robert Girards                                    11,000         *             11,000               0           *
Ronald G. Goldy                                   11,000         *             11,000               0           *
R. Steven Graves                                  13,000         *             13,000               0           *
Lou Hammer                                        10,667         *             10,667               0           *
Richard Harriton                                  11,000         *             11,000               0           *
Michael E. Hubner                                 10,667         *             10,667               0           *
Roger C. Husted, M.D.                             11,000         *             11,000               0           *
Russell Ingrum                                    11,600         *             11,600               0           *
John Harte Money Purchase Plan                    22,000         *             22,000               0           *
Lonnie Johnson                                    26,667         *             26,667               0           *
Joseph Berland Revocable Trust (4)                11,000         *             11,000               0           *
KMF Partners, LP (5)                             160,000         *            160,000               0           *
KSH Strategic Investment
      Fund I, LP (6)                              63,600         *             63,600               0           *
Kachel, Spiller & Co. (7)                          8,000         *              8,000               0           *
Arthur Klansky                                    13,333         *             13,333               0           *
Michael B. Koerner                                10,667         *             10,667               0           *
Stephen Leiter                                    10,667         *             10,667               0           *
Stanley Levine                                    10,667         *             10,667               0           *
Loving Care Agency, Inc. (8)                      11,000         *             11,000               0           *
James J. Lucey                                    22,000         *             22,000               0           *
Michael C. Manis                                  10,667         *             10,667               0           *
Judy G. Marcucilli and
     Theodore J. Marcucilli                       23,000         *             23,000               0           *
Jeffrey Markowitz                                 44,000         *             44,000               0           *
Paul C. Matthews                                  43,600         *             43,600               0           *
Myron S. Mayer                                    10,667         *             10,667               0           *
John McClenon                                     11,000         *             11,000               0           *
Ryan L. Molleur                                   15,000         *             15,000               0           *
Richard Moskow                                    10,667         *             10,667               0           *
Kay Murcer                                        15,000         *             15,000               0           *
Jules M. Ness                                     16,456         *             16,456               0           *
Harvey A. Newman                                  10,667         *             10,667               0           *
Jerold Novack                                     20,000         *             20,000               0           *
Orion Operating Corporation (9)                   30,000         *             30,000               0           *
Steven G. Orshan                                  16,456         *             16,456               0           *
OTATO Limited Partnership (10)                    80,000         *             80,000               0           *
Parisol Corporation (11)                          43,600         *             43,600               0           *
Donald E. Paxton                                  11,000         *             11,000               0           *
Richard Pizitz                                     9,600         *              9,600               0           *
ProMed Partners, L.P. (12)                       260,693      1.1%            260,693               0           *
ProMed Partners II, L.P. (13)                     26,987         *             26,987               0           *
Dennis Pudvah and Emma Pudvah                      8,000         *              8,000               0           *
Robert John Molleur Trust (14)                     6,000         *              6,000               0           *
Ronald S. Dungan Trust
       dated 9/27/97(15)                          11,600         *             11,600               0           *
Susan G. Rosenthal                                10,667         *             10,667               0           *
Allan P. Rothstein                                44,000         *             44,000               0           *
A. Lee Royal                                      11,000         *             11,000               0           *
Bruce Rubin                                        5,000         *              5,000               0           *
Shadow Capital, LLC (16)                          22,000         *             22,000               0           *
Ronald Shapiro and Susan Shapiro                   8,800         *              8,800               0           *
Michael Shinn                                      5,000         *              5,000               0           *
Robert Spira                                      20,000         *             20,000               0           *


                                       17


                                                                                                 
Stream Restaurant Associates, Inc.
Money Purchase Pension Plan
      dated 1/1/84 (17)                           26,240         *             26,240               0           *
Adam D. Stolpen                                   16,000         *             16,000               0           *
Jeffrey Sucoff                                    20,000         *             20,000               0           *
Edmund Tennenhaus                                 50,027         *             50,027               0           *
Douglas L. Weed                                   11,000         *             11,000               0           *
                                               ---------                    ---------            -------
     TOTAL                                     2,181,042                    2,181,042               0

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

(1)      The manager of Bru Holding Co. LLC is Bruce Toll,  who  exercises  sole
         voting and investment powers.
(2)      The managing directors of Deutsche Asset Management Health Science Fund
         I, Ltd. are Barry  Kurokawa and David B. Muskett,  who exercise  shared
         voting and investment powers.
(3)      The trustees of Forrest  Living Trust are James and Lisa  Forrest,  who
         exercise shared voting and investment powers.
(4)      The trustee of the Joseph Berland  Revocable  Trust is Joseph  Berland,
         who exercises sole voting and investment powers.
(5)      The general partner of KMF Partners,  LP is Karen Fleiss, who exercises
         sole voting and investment powers.
(6)      The managing directors of KSH Strategic  Investment Fund I, LP are Cary
         W. Sucoff and Harvey R. Kohn, who exercise shared voting and investment
         powers.
(7)      The  president  of  Kachel,  Spiller  & Co.  is  Allan B.  Kachel,  who
         exercises sole voting and investment powers.
(8)      The  president of Loving Care Agency,  Inc. is Emily  Karzhervsky,  who
         exercises sole voting and investment powers.
(9)      The president and sole owner of Orion Operating  Corporation is Carlyle
         Macharg, who exercises sole voting and investment powers.
(10)     The chief  financial  officer of OTATO Limited  Partnership is James W.
         Santori, who exercises sole voting and investment powers.
(11)     The president of Parisol  Corporation is Moshe Levy, who exercises sole
         voting and investment powers.
(12)     The managing directors of ProMed Partners,  L.P. are Barry Kurokawa and
         David B. Muskett, who exercise shared voting and investment powers.
(13)     The managing  directors of ProMed  Partners II, L.P. are Barry Kurokawa
         and David B. Muskett, who exercise shared voting and investment powers.
(14)     The trustee of the Robert John Molleur Trust is Robert J. Molleur,  who
         exercises sole voting and investment powers.
(15)     The  trustee of the Ronald S. Dungan  Trust dated  9/21/97 is Ronald S.
         Dungan, who exercises sole voting and investment powers.
(16)     The  manager  of  Shadow  Capital,  LLC is B.  Kent  Garlinghouse,  who
         exercises sole voting and investment powers.
(17)     The  trustee  of Stream  Restaurant  Associates,  Inc.  Money  Purchase
         Pension Plan dated 1/1/84 is Martin J.  Schwimmer,  who exercises  sole
         voting and investment powers.

         The following  table sets forth  information  regarding the  beneficial
ownership  of our  common  stock as of April 30,  2003,  by each of the Series F
Preferred    Shareholders    holding    warrants   (the   "Selling    Series   F
Securityholders"),  assuming each of the Selling Series F Securityholders elects
to exercise the warrants held by such Selling  Securityholder to purchase shares
of common stock at an exercise price of $4.00 per share, the number of shares of
common  stock  to be sold by  each  Selling  Series  F  Securityholder,  and the
percentage  of each  Selling  Series F  Securityholder  after the sale of common
stock included in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
                Shareholders                         Number  Percent                           Number         Percent
                ------------                         ------  -------                           ------         -------
                                                                                                  
Francis Anderson                                      8,346     *               8,346                0           *
Darin Baker                                           2,604     *               2,604                0           *
Alan Beinhacker                                         541     *                 541                0           *
Christopher Brothers                                  2,604     *               2,604                0           *
James Corman                                          2,500     *               2,500                0           *
Cyndel & Co., Inc. (1)                               12,500     *              12,500                0           *
Lenore Deluca                                         1,234     *               1,234                0           *
Paul Dorfman                                          1,287     *               1,287                0           *
Michael Fenton                                          467     *                 467                0           *
Generation Capital Associates (2)                    23,035     *              23,208                0           *
Frances Kehoe                                         1,234     *               1,234                0           *
Helen Kohn                                           31,800     *              31,800                0           *
Jason Konior                                            515     *                 515                0           *
Nicole Kregar                                         1,234     *               1,234                0           *


                                       18


                                                                                                  
Joe Levine                                              450     *                 450                0           *
James McKeever                                        1,000     *               1,000                0           *
Damian Maggio                                           515     *                 515                0           *
Lewis Mason                                           3,887     *               3,887                0           *
Frank Mauro                                          11,250     *              11,250                0           *
Robert Moulallem                                      1,000     *               1,000                0           *
Nancy Murdocco                                        1,234     *               1,234                0           *
Bernard Musmand                                         450     *                 450                0           *
Dr. Joseph R. Nemeth                                  9,375     *               9,375                0           *
Karen Ann Orlando                                     1,234     *               1,234                0           *
Barry Pearl                                          10,000     *              10,000                0           *
John Petrucco                                         1,320     *               1,320                0           *
Victor Polakof                                        2,500     *               2,500                0           *
Sal Vatore Ponzo                                      4,500     *               4,500                0           *
ProMed Partners, L.P.(3)                             23,035     *              23,035                0           *
ProMed Partners I (4)                                24,440     *              24,440                0           *
ProMed Partners II (5)                                2,530     *               2,530                0           *
Mary Ellen Spedale                                    1,234     *               1,234                0           *
Ronit Sucoff                                         31,800     *              31,800                0           *
Scott Sucoff                                          5,928     *               5,928                0           *
Matthew Zagon                                         2,833     *               2,833                0           *
                                                    -------                   -------              ------
       TOTAL                                        230,589     *             230,589                0

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

(1)      The  chairman,  director and 50%  shareholder  of Cyndel & Co., Inc. is
         Stephen J. Bayern and the  president,  director and 50%  shareholder of
         Cyndel is Patrick N. Kolenik,  who together  exercise shared voting and
         investment  powers.  Messrs.  Bayern  and  Kolenik  are  each a  former
         director  of  Paradigm.  On October  1, 1999 and April 1, 2000,  Cyndel
         entered into consulting agreements with Paradigm to perform unspecified
         investment banking services for Paradigm.
(2)      The general partner of Generation  Capital Associates is Frank E. Hart,
         who exercises sole voting and investment powers.
(3)      The managing directors of ProMed Partners,  L.P. are Barry Kurokawa and
         David B. Muskett, who exercise sole voting and investment powers.
(4)      The  managing  directors  of ProMed  Partners I are Barry  Kurokawa and
         David B. Muskett,  who exercise  shared voting and  investment  powers.
(5)      The  managing  directors of ProMed Partners II are  Barry  Kurokawa and
         David B. Muskett, who exercise shared voting and investment powers.

         The following  table sets forth  information  regarding the  beneficial
ownership of the our common  stock as of April 30, 2003,  by each of the holders
of  options  (the  "Selling  Optionholders"),   assuming  each  of  the  Selling
Optionholders elects to exercise his or her options to purchase shares of common
stock at an exercise price equal to $5.00 per share,  the number of shares to be
sold  by  each  Selling   Optionholder   and  the  percentage  of  each  Selling
Optionholder after the sale of the shares included in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
               Optionholders                         Number  Percent                           Number         Percent
               -------------                         ------  -------                           ------         -------
                                                                                                 
Del Anderson                                            300      *                300               0           *
Kent Angell                                           5,000      *              5,000               0           *
Rafino Dumlao                                         5,000      *              5,000               0           *
Clint Frederickson                                      400      *                400               0           *
Miguel A. Gonzales                                    1,000      *              1,000               0           *
James Haydu                                           2,000      *              2,000               0           *
John P. Haydu                                         2,000      *              2,000               0           *
Zolton Haydu                                         15,000      *             15,000               0           *
John W. Hemmer(1)                                    60,000      *             60,000               0           *
Thomas L. Martin                                      5,000      *              5,000               0           *
Dale Muir                                               150      *                150               0           *
Roberto E. Parra                                      4,000      *              4,000               0           *
Charles S. Pritchard                                  4,103      *              4,103               0           *
Ray Rivera                                              150      *                150               0           *
Anthony Smith                                        10,000      *             10,000               0           *
                                                    -------                   -------            ------
     TOTAL                                          114,103                   114,103               0



                                       19

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

(1)      Mr. Hemmer is senior vice president of Paradigm.

         The following  table sets forth  information  regarding the  beneficial
ownership of the our common  stock as of April 30, 2003,  by each of the holders
of  options  (the  "Selling  Optionholders"),   assuming  each  of  the  Selling
Optionholders elects to exercise his or her options to purchase shares of common
stock at an exercise price equal to $2.75 per share,  the number of shares to be
sold  by  each  Selling   Optionholder   and  the  percentage  of  each  Selling
Optionholder after the sale of the shares included in this prospectus.


                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
               Optionholders                         Number  Percent                           Number         Percent
               -------------                         ------  -------                           ------         -------
                                                                                                 
Kent Angell                                           2,500      *              2,500               0           *
Rafino Dumlao                                         2,500      *              2,500               0           *
Keith D. Ignotz(1)                                  125,000      *            125,000               0           *
Randall A. Mackey(2)                                325,000     1.4%          325,000               0           *
Thomas L. Martin                                      2,500      *              2,500               0           *
Heber C. Maughan                                     30,000      *             30,000               0           *
Mark R. Miehle (3)                                  233,966      *            165,000          68,966           *
Luis Mostacero                                        2,500      *              2,500               0           *
Roberto E. Parra                                      2,500      *              2,500               0           *
Charles S. Pritchard                                  6,000      *              6,000               0           *
Dr. David M. Silver(4)                              341,666     1.4%          325,000          16,666           *
Anthony Smith                                         6,250      *              6,250               0           *
John Tricarico                                        6,000      *              6,000               0           *
Petra Yekulis                                         1,250      *              1,250               0           *
                                                  ---------                 ----------         ------
     TOTAL                                        1,087,632                 1,002,000          85,632

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

(1)      Mr. Ignotz is a director of Paradigm.
(2)      Mr. Mackey is chairman of the board and secretary of Paradigm.
(3)      Mr.  Miehle is the  former  president  and chief  operating  officer of
         Paradigm.
(4)      Dr. Silver is a director of Paradigm.

         The following  table sets forth  information  regarding the  beneficial
ownership of our common stock as of January 31, 2003,  by each of the holders of
options   (the   "Selling   Optionholders"),   assuming   each  of  the  Selling
Optionholders  elects to exercise his options to purchase shares of common stock
at an exercise  price equal to $6.00 per share,  the number of shares to be sold
by each Selling  Optionholder  and the  percentage of each Selling  Optionholder
after the sale of the shares included in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
               Optionholders                         Number  Percent                           Number         Percent
               -------------                         ------  -------                           ------         -------
                                                                                                 
Randall A. Mackey(1)                                 75,000      *             75,000               0           *
Mark R. Miehle(2)                                   218,966      *            150,000          68,966           *
Dr. David M. Silver(3)                               91,666      *             75,000          16,666           *
                                                    -------                    ------          ------
     TOTAL                                          385,632                   300,000          85,632

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

(1)      Mr. Mackey is chairman of the board and secretary of Paradigm.
(2)      Mr.  Miehle is the  former  president  and chief  operating  officer of
         Paradigm.
(3)      Dr. Silver is a director of Paradigm.

                                       20


         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
options   (the   "Selling   Optionholders"),   assuming   each  of  the  Selling
Optionholders  elects to exercise his options to purchase shares of common stock
at an exercise  price equal to $4.00 per share,  the number of shares to be sold
by each Selling  Optionholder  and the  percentage of each Selling  Optionholder
after the sale of the shares included in this prospectus.


                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
               Optionholders                         Number  Percent                           Number         Percent
               -------------                         ------  -------                           ------         -------
                                                                                                 
Steven J. Bayern (1)                                112,500      *            112,500               0           *
Robert L. Frome (2)                                 216,667      *            150,000          66,667           *
Keith D. Ignotz (3)                                  75,709      *             75,000             709           *
Patrick N. Kolenik (4)                              112,500      *            112,500               0           *
Randall A. Mackey (5)                                75,000      *             75,000               0           *
Dr. David M. Silver (6)                              91,666      *             75,000          16,666           *
                                                    -------                   -------         -------
     TOTAL                                          684,042                   600,000         212,946

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

(1)      Mr. Bayern is a former director of Paradigm.
(2)      Mr. Frome is a former director of Paradigm.
(3)      Mr. Ignotz is a director of Paradigm.
(4)      Mr. Kolenik is a former director of Paradigm.
(5)      Mr. Mackey is chairman of the board and secretary of Paradigm.
(6)      Dr. Silver is a director of Paradigm.

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
options   (the   "Selling   Optionholders"),   assuming   each  of  the  Selling
Optionholders  elects to exercise his options to purchase shares of common stock
at an exercise price equal to $.16 per share, the number of shares to be sold by
each Selling  Optionholder and the percentage of each Selling Optionholder after
the sale of the shares included in this prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
               Optionholders                         Number  Percent                           Number         Percent
               -------------                         ------  -------                           ------         -------
                                                                                                 
Raymond P.L. Cannefax(1)                            150,000      *            150,000               0           *
Heber C. Maughan(2)                                 150,000      *            150,000               0           *
Jeffrey F. Poore (3)                              1,000,000      *          1,000,000               0           *
                                                  ---------                 ---------             ---
     TOTAL                                        1,300,000                 1,300,000               0

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

(1)      Mr. Cannefax is vice president, sales and marketing of Paradigm.
(2)      Mr. Maughan is vice president of finance, treasurer and chief financial
         officer of Paradigm.
(3)      Mr. Poore is president and chief executive officer of Paradigm.

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
warrants  (the  "Selling   Securityholders"),   assuming  each  of  the  Selling
Securityholders   elects  to  exercise  the   warrants   held  by  such  Selling
Securityholder  to purchase  shares of common stock at exercise  prices  ranging
from $2.38 to $8.125 per share,  the number of shares to be sold by each Selling
Securityholder and the percentage of each Selling  Securityholder after the sale
of the shares included in this prospectus.

                                       21



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered            Owned After Offering
                                                      --------              -------            ---------------------
            Securityholders                         Number  Percent                           Number         Percent
            ---------------                         ------  -------                           ------         -------
                                                                                                 
Consulting for Strategic Growth, Ltd.                40,000      *             40,000             0             *
Cyndel & Co., Inc. (1)                              475,000     2.0%          475,000             0             *
John W. Hemmer (2)                                   75,000      *             75,000             0             *
Kenneth Jerome & Company, Inc.                      200,000      *            200,000             0             *
Barry Kaplan Associates                             100,000      *            100,000             0             *
Helen Kohn                                           50,000      *             50,000             0             *
Dr. Michael M. Limberg (3)                          479,580     2.1%          300,000       179,580             *
Rodman & Renshaw, Inc.                               35,000      *             35,000             0             *
Ronit Sucoff                                        106,703      *             50,000        53,333             *
                                                  ---------                 ---------       -------
     TOTAL                                        1,553,913                 1,325,000       228,913

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

(1)      The  chairman,  director and 50%  shareholder  of Cyndel & Co., Inc. is
         Stephen J. Bayern and the  president,  director and 50%  shareholder of
         Cyndel is Patrick N. Kolenik,  who together  exercise shared voting and
         investment  powers.  Messrs.  Bayern  and  Kolenik  are  each a  former
         director  of  Paradigm.  On October  1, 1999 and April 1, 2000,  Cyndel
         entered into consulting agreements with Paradigm to perform unspecified
         investment banking services for Paradigm.
(2)      Mr. Hemmer is senior vice president of Paradigm.
(3)      Dr. Limberg is a consultant to Paradigm.

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by each of the holders of
warrants  (the  "Selling   Securityholders"),   assuming  each  of  the  Selling
Securityholders   elects  to  exercise  the   warrants   held  by  such  Selling
Securityholder  to purchase  shares of common stock at an exercise price of $.25
per  share,  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 common stock included in this prospectus.


                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered           Owned After Offering(1)
                                                      --------              -------           -----------------------
               Shareholders                         Number  Percent                           Number         Percent
               ------------                         ------  -------                           ------         -------
                                                                                               
Paul L. Archambeau, M.D.                            255,000      *             51,000         204,000           *
John H. Banzhaf                                       7,887      *              7,887               0           *
Daniel S. Lipson                                    250,000      *             50,000         200,000           *
Douglas A. MacLeod, M.D.                          2,612,256    11.2%          200,000       2,412,256         7.6%
Douglas A. MacLeod, M.D. Profit
    Sharing Trust                                   500,000     2.1%          100,000         400,000         1.3%
St. Mark's Eye Institute                            250,000     1.1%           50,000         200,000           *
Milan Holdings, Ltd.                                900,000     3.8%          180,000         720,000         2.3%
Frank G. Mauro                                      141,975      *            141,975               0           *
Delbert D. Reichardt                                  7,888      *              7,888               0           *
                                                  ---------                   -------       ---------
          TOTAL                                   4,925,006                   788,750       4,136,256

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

         The following  table sets forth  information  regarding the  beneficial
ownership of our common  stock as of April 30,  2003,  by the holder of warrants
(the "Selling  Securityholder"),  assuming the Selling  Securityholder elects to
exercise the warrants held by such Selling  Securityholder to purchase shares of
common  stock at an  exercise  price of $.16 per share,  the number of shares of
common stock to be sold by the Selling Securityholder, and the percentage of the
Selling  Securityholder  after  the  sale  of  common  stock  included  in  this
prospectus.



                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered           Owned After Offering(1)
                                                      --------              -------           -----------------------
               Shareholders                         Number  Percent                           Number         Percent
               ------------                         ------  -------                           ------         -------
                                                                                                
Timothy R. Forstrom                               200,000      *             200,000            0              *

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

                                       22


         The following  table sets forth  information  regarding the  beneficial
ownership of our common stock as of April 30, 2003, by each of the  shareholders
registering  shares of common  stock for  resale  (the  "Selling  Shareholders")
pursuant to registration rights granted to such Selling Shareholders, the number
of shares to be sold by each  Selling  Shareholder  and the  percentage  of each
Selling Shareholder after the sale of the shares included in this prospectus.


                                                 Shares Beneficially        Number of
                                                   Owned Prior to         Shares Being         Shares Beneficially
                                                      Offering              Offered           Owned After Offering(1)
                                                      --------              -------           -----------------------
               Shareholders                         Number  Percent                           Number         Percent
               ------------                         ------  -------                           ------         -------
                                                                                                 
Victoria Albright                                       382      *                382               0           *
Joseph S. Anile II                                  112,933      *            112,933               0           *
Paul L. Archambeau, M.D.                            204,000      *            204,000               0           *
Dr. Myron Arlen                                       9,853      *              9,853               0           *
Scott S. Bair                                        50,000      *             50,000               0           *
Steven J. Bayern(1)                                 160,093      *            160,093               0           *
Bear Stearns as Custodian FBO
  Leonard Russin, IRA                                25,000      *             25,000               0           *
Ellen Bracchi                                           132      *                132               0           *
John Butler                                         224,499      *            224,499               0           *
John Butler as Custodian for
     Shandy Lee Dunn                                    382      *                382               0           *
John Richard Butler Jr.                                 552      *                552               0           *
Carcap, Co. LLC                                      15,500      *             15,500               0           *
Ray P. Carracciolo                                    3,698      *              3,698               0           *
John Charles Casebeer, M.D.                         343,684      *            343,684               0           *
Leith Clotfelter                                        116      *                116               0           *
Thomas Clotfelter                                       116      *                116               0           *
Jarrod R. Eberhardt                                   4,108      *              4,108               0           *
Erin C. Eberhardt                                     4,108      *              4,108               0           *
Eberhardt Family Trust (UTD)
   dated 3/12/92 (2)                                 13,353      *             13,353               0           *
Charles George                                          462      *                462               0           *
Stanley Goldberg Revocable Trust (3)                 10,000      *             10,000               0           *
Charles L. Greiter, Custodian for
     Christopher B. Breiter                             764      *                764               0           *
Charles L. Greiter, Custodian for
     Elizabeth A. Breiter                               764      *                764               0           *
William D. Greiter                                    1,528      *              1,528               0           *
Scott Gruder                                          4,927      *              4,927               0           *
Douglas A. Hester                                     1,284      *              1,284               0           *
International Bio-Immune Systems, Inc.              344,000      *            344,000               0           *
JAOR Partners                                         5,000      *              5,000               0           *
Joshua E. Josephson                                     924      *                924               0           *
David R. Kahn                                           180      *                180               0           *
Rodger T. Kame                                          642      *                642               0           *
Helen Kohn                                           52,500      *             52,500               0           *
Patrick M. Kolenik (4)                              160,093      *            160,093               0           *
Peter Kristensen(5)                                  50,000      *             50,000               0           *
KSH Strategic Investment Fund I, LP
     (6)                                             32,500      *             32,500               0           *
Stuart J. Lemle                                      16,328      *             16,328               0           *
Ted Levine                                            4,927      *              4,927               0           *


                                       23


                                                                                               
Daniel Levinson                                       1,528      *              1,528               0           *
Dr. Michael M. Limberg (7)                          179,580      *             87,580          92,000           *
Sheila G. Lipin                                       6,163      *              6,163               0           *
William R. Lipin                                      9,244      *              9,244               0           *
Daniel S. Lipson                                    200,000      *            200,000               0           *
Roland Lorenzo                                        9,853      *              9,853               0           *
Douglas A. MacLeod, M.D.                          2,412,256    10.3%          800,000       1,612,256         5.1%
Douglas A. MacLeod, M.D. Profit
    Sharing Trust                                   400,000      *            400,000               0           *
George Mansfield                                     50,466      *             50,466               0           *
F. Brinton McConkie(8)                               50,000      *             50,000               0           *
Mentor Corporation (9)                              763,651     3.2%          763,651               0           *
Irwin Messer                                          2,464      *              2,464               0           *
Mark R. Miehle (10)                                  68,966      *             18,500          50,466           *
Milan Holdings, Ltd.                                720,000     3.1%          720,000               0           *
Wilfred H. Newsham and Therese D.
   Newshaw Living Trust (UDT)
   dated 8/13/92 (11)                                   924      *                924               0           *
William Norgren                                         539      *                539               0           *
Phillips, Haskett & Ingwalson, P.C. (12)              6,163      *              6,163               0           *
Frederick C. Phillips                                 2,311      *              2,311               0           *
Polycore Optical Pte., Ltd. (13)                    694,816     3.0%          694,816               0           *
Charles S. Pritchard                                     51      *                 51               0           *
Eric Pfosi                                            3,641      *              3,641               0           *
Janeen Pfosi                                         10,052      *             10,052               0           *
Janeen Pfosi, Custodian for
     Evan Pfois                                       3,335      *              3,335               0           *
Janeen Pfosi, Custodian for
     Brent Pfosi                                      3,029      *              3,029               0           *
Richard G. Powell                                     5,300      *              5,300               0           *
R.F. Lafferty & Co. (14)                            100,000      *            100,000               0           *
Dr. Sheldon Rabin                                     9,853      *              9,853               0           *
D.A. Rorabaugh and Lorraine
   Rorabaugh Trust (UTD) dated
5/21/85 (15)                                             16      *                 16               0           *
Dale Rorabaugh                                        1,541      *              1,541               0           *
David and Dee Russell                                 1,849      *              1,849               0           *
Thomas O. Sherer                                      3,819      *              3,819               0           *
St. Mark's Eye Institute                            200,000      *            200,000               0           *
Michael W. Stelzer (16)                              40,000      *             40,000               0           *
Ronit Sucoff                                          3,370      *              3,370               0           *
Tov Industrial Products (17)                         55,000      *             55,000               0           *
Triton West Group, Inc. (18)                     10,000,000    29.4%       10,000,000               0           *
Jennifer Wegen, Custodian for
     Kaitlin Wegen                                   10,052      *             10,052               0           *
Jennifer Wegen, Custodian for
     Kristine Wegen                                   7,915      *              7,915               0           *
Jennifer Wegen, Custodian for
     Madison Wegen                                    3,335      *              3,335               0           *
Jennifer Wegen Trust (UAD)
     dated 7/24/95                                    5,778      *              5,778               0           *
Keith Wegen Trust (UAD)
     dated 7/24/95                                    5,778      *              5,778               0           *
Richard O. Williams                                   3,056      *              3,056               0           *
Gary Wisniewski                                       1,320      *              1,320               0           *
James D. Wood                                         1,078      *              1,078               0           *
                                                 ----------                ----------       ---------
     TOTAL                                       17,917,424                16,162,702       1,754,722

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

                                       24


(1)      Mr. Bayern is a former director of Paradigm.
(2)      The  trustee of the  Eberhardt  Family  Trust  (UTD)  dated  3/12/92 is
         Richard A. Eberhardt, who exercises sole voting and investment powers.
(3)      The  trustee  of  the  Stanley  Goldberg  Revocable  Trust  is  Stanley
         Goldberg, who exercises sole voting and investment powers.
(4)      Mr. Kolenick is a former director of Paradigm.
(5)      Mr. Kristensen is a consultant to Paradigm.
(6)      The managing directors of KSH Strategic  Investment Fund I, LP are Cary
         W. Sucoff and Harvey R. Kohn, who exercise shares voting and investment
         powers.
(7)      Dr. Limberg is a consultant to Paradigm.
(8)      Mr. McConkie is a consultant to the Company.
(9)      The  senior  vice  president  and  chief  financial  officer  of Mentor
         Corporation  is Adel Michael,  who exercises sole voting and investment
         powers.  On October 24, 1999,  Mentor  entered  into an asset  purchase
         agreement with Paradigm to sell Mentor's cataract surgery product line.
(10)     Mr.  Miehle is the  former  president  and chief  operating  officer of
         Paradigm.
(11)     The trustee of the Wilfred H.  Newshaw  and Therese D.  Newshaw  Living
         Trust (UDT) dated 8/13/92 are Wilfred H. Newshaw and Therese D Newshaw,
         who exercise shared voting and investment powers.
(12)     The  secretary of Phillips,  Haskett & Ingwalson,  P.C. is Frederick C.
         Phillips, who exercises sole voting and investment powers.
(13)     The managing director of Polycore Optical Pte., Ltd. is Sammy Summargo,
         who exercises sole voting and investment powers.
(14)     The  president of R.F.  Lafferty & Co. is Henry  Hackel,  who exercises
         sole voting and investment powers.
(15)     The trustees of the D.A.  Rorabaugh and Lorraine  Rorabaugh Trust (UTD)
         dated 5/21/85 are Dale A. and Lorraine  Rorabaugh,  who exercise shared
         voting and investment powers.
(16)     Mr.  Stelzer is the  former  vice  president  of  operations  and chief
         operating officer of Paradigm.
(17)     The  president  of Tov  Industrial  Products is Joseph  Frimerman,  who
         exercises sole voting and investment powers.
(18)     The  president  of Triton West  Group,  Inc.  is E.  Edward  Jung,  who
         exercises sole voting and investment  powers.  On June 30, 2000, Triton
         West Group, Inc. entered into a private equity line of credit agreement
         with Paradigm.

         Common shares  registered for resale for Triton West Group,  Inc. under
this prospectus  constitute 29.4% of our issued and outstanding common shares as
of April 30, 2003.  However,  the private  equity line of credit  agreement with
Triton  provides  that we may  not  sell  more  than  19.9%  of our  issued  and
outstanding  common  stock,  unless and until we  receive  the  approval  of our
stockholders as required pursuant to the issuer designation  requirements of The
Nasdaq National Market. The number of shares we are registering is based in part
on our good  faith  estimate  of the  maximum  number  of shares we may issue to
Triton  under  the  private  equity  line of credit  agreement.  We are under no
obligation to issue any shares to Triton under the private equity line of credit
agreement.  Accordingly,  the number of shares we are  registering  for issuance
under the private equity line of credit  agreement may be higher than the number
we actually issue thereunder.

         Triton is engaged in the  business  of  investing  in  publicly  traded
equity securities for its own account. Triton's principal offices are located at
Harbour  House,  2nd Floor,  Road Town,  Tortolla,  Cayman  Islands.  Investment
decisions  for  Triton  are made by its  board  of  directors.  Triton  does not
currently  own any of our  securities as of the date of this  prospectus.  Other
than its  obligation to purchase  common shares under the private equity line of
credit agreement, Triton has no other commitments or arrangements to purchase or
sell any of our securities.  There are no business  relationships between Triton
and us  other  than  as  contemplated  by the  private  equity  line  of  credit
agreement.


                            DESCRIPTION OF SECURITIES

         Paradigm's  authorized  capital stock consists of 40,000,000  shares of
common  stock,  $.001 par value per share,  and  5,000,000  shares of  preferred
stock, $.001 par value per share.  Paradigm has created six 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 and Series F convertible preferred stock.

         Common Stock.  The holders of common stock are entitled to one vote for
each share held of record on all  matters  to be voted on by  stockholders.  The
holders of common stock are entitled to receive such  dividends,  if any, as may
be declared from time to time by the Board of Directors in its  discretion  from
legally  available  funds.  Upon  liquidation or  dissolution  of Paradigm,  the
holders of common  stock are  entitled to receive,  pro rata,  assets  remaining
available for distribution to  stockholders.  The common stock has no cumulative
voting,  preemptive  or  subscription  rights  and is not  subject to any future
calls.  There are no conversion or redemption rights applicable to the shares of
common  stock.  All the  outstanding  shares of common  stock are fully paid and
nonassessable.

         Preferred Stock. The Board of Directors is authorized,  without further
action by the stockholders,  to issue, from time to time, up to 5,000,000 shares
of  preferred  stock in one or more  classes or series,  and to fix or alter the
designations, power and preferences, and relative participation, option or other
rights,  if  any,  and  qualifications,  limitations  or  restrictions  thereof,
including,  without  limitation,  dividend  rights (and  whether  dividends  are
cumulative),  conversion  rights, if any, voting rights (including the number of
votes, if any, per share), redemption rights (including sinking fund provisions,

                                       25


if any), and  liquidation  preferences of any unissued shares or wholly unissued
series of preferred stock, and the number of shares  constituting any such class
or series and its  designation  and to increase  or decrease  the number of such
class or series  subsequent  to the  issuance of shares of such class or series,
but not below the number of shares of such class or series then outstanding. The
issuance of any series of preferred stock under certain circumstances could have
the effect of delaying,  deferring  or  preventing a change in control and could
adversely  affect the rights of the holders of the common stock.  As of the date
of this  Memorandum,  Paradigm has created and issued  shares of five classes of
preferred stock more fully discussed below.

         Series A Preferred  Stock.  The Board of Directors has  authorized  the
issuance of a total of 500,000 shares of Series A preferred stock. Each share of
Series A preferred stock is convertible into shares of common stock at a rate of
1.2 shares of common stock for each share of Series A preferred stock.  Paradigm
may, at its sole option, at any time, redeem all of the then-outstanding  shares
of Series A  preferred  stock at a price of $4.50 per share,  plus  accrued  and
unpaid dividends,  if any. The holders of shares of Series A preferred stock are
entitled to non-cumulative preferred dividends at the rate of $0.24 per share of
Series A preferred stock per annum,  payable in cash on or before December 31 of
each year,  commencing December 31, 1995. Such dividends,  however,  can only be
paid from surplus earnings of Paradigm and further,  because these dividends are
non-cumulative,  no deficiencies in dividend payments from any calendar year can
be carried  forward to the next calendar year. The Series A preferred  stock has
priority rights to dividends over the common stock,  but will not participate in
any  dividends  payable to the holders of shares of common  stock.  No dividends
will be paid to holders of shares of common stock unless and until all dividends
on shares of preferred stock have been paid in full for the same period.  Except
upon the  redemption  of the Series A  preferred  stock or before the payment of
dividends  on any  shares  of  capital  stock  that are on par with or junior or
subordinate  to the  Series  A  preferred  stock  as to  dividends,  or upon the
liquidation, dissolution or winding-up of Paradigm, the payment of dividend from
surplus  earnings was not mandatory  prior to December 31, 1995. In the event of
any liquidation, dissolution or winding-up of Paradigm, the holders of shares of
Series A preferred  stock are entitled to receive,  prior and in preference  to,
any  distribution  of any of the  assets or  surplus  funds of  Paradigm  to the
holders  of shares of common  stock or any other  stock of  Paradigm  ranking on
liquidation  junior or  subordinate to the Series A preferred  stock,  an amount
equal to $1.00 per share, plus accrued and unpaid dividends,  if any. Holders of
shares of  Series A  preferred  stock  have no  voting  rights,  except in those
instances required by Delaware law.

         As of April 30,  2003,  there were a total of 5,627  shares of Series A
preferred stock issued and outstanding.  A total of 6,753 shares of common stock
has been set aside and  reserved  in the event the holders of shares of Series A
preferred stock elect to convert those shares into shares of common stock. As of
April 30, 2003,  116,897 shares of Series A preferred  stock have been converted
into 140,276 shares of common stock.

         Series B Preferred  Stock.  The Board of Directors has  authorized  the
issuance of a total of 500,000 shares of Series B preferred stock. Each share of
the Series B preferred  stock is  convertible  into shares of common  stock at a
rate of 1.2 shares of common  stock for each share of Series B preferred  stock.
Paradigm   may,  at  its  sole   option,   at  any  time,   redeem  all  of  the
then-outstanding  shares  of  Series B  preferred  stock at a price of $4.50 per
share,  plus  accrued  and unpaid  dividends,  if any.  The holders of shares of
Series B preferred stock are entitled to non-cumulative  preferred  dividends at
the rate of $0.48 per share of Series B  preferred  stock per annum,  payable in
cash on or before December 31 of each year,  commencing  December 31, 1995. Such
dividends,  however,  can only be paid from  surplus  earnings of  Paradigm  and
further, because these dividends are non-cumulative, no deficiencies in dividend
payments  from any  calendar  year can be carried  forward to the next  calendar
year.  The Series B preferred  stock has priority  rights to dividends  over the
common stock,  but will not participate in any dividends  payable to the holders
of shares of common  stock.  No  dividends  will be paid to holders of shares of
common  stock unless and until all  dividends on shares of preferred  stock have
been paid in full for the same period.  Except upon the redemption of the Series
B preferred  stock or before the payment of  dividends  on any shares of capital
stock that are on par with or junior or  subordinate  to the Series B  preferred
stock as to dividends,  or upon the  liquidation,  dissolution  or winding-up of
Paradigm, the payment of dividends from surplus earnings was not mandatory prior
to December 31, 1995. In the event of any liquidation, dissolution or winding-up
of Paradigm,  the holders of shares of Series B preferred  stock are entitled to
receive,  prior and in preference to, any  distribution  of any of the assets or
surplus  funds of Paradigm to the holders of shares of common stock or any other
stock of Paradigm  ranking on liquidation  junior or subordinate to the Series B
preferred  stock,  an amount  equal to $4.00 per share,  plus accrued and unpaid
dividends,  if any. Holders of shares of Series B preferred stock have no voting
rights, except in those instances required by Delaware law.

         As of April 30,  2003,  there were a total of 8,986  shares of Series B
preferred stock issued and outstanding. A total of 10,783 shares of common stock
have been set aside and  reserved in the event the holders of shares of Series B
preferred stock elect to convert those shares into shares of common stock. As of
April 30, 2003,  484,014 shares of Series B preferred  stock have been converted
into 580,817 shares of common stock.

         Series C Preferred  Stock.  The Board of Directors has  authorized  the
issuance  of a total of 30,000  shares of Series C  preferred  stock at $100 per
share.  Each share of Series C  preferred  stock is  convertible  into shares of
common stock at an initial  conversion  price equal to $1.75 per share of common
stock (or approximately 57.14 common shares for each share of Series C preferred
stock),  subject to adjustments  for stock splits,  stock  dividends and certain
combinations or recapitalizations in respect of the common stock. The shares are
also  automatically  converted into common stock upon 30 days' written notice by
Paradigm to the holders of the shares  after (i) the 30-day  anniversary  of the
effective  date of the filing of a  registration  statement  in which  shares of
common stock issuable upon conversion of the shares were registered and (ii) the
average  closing  price of the common  stock for the 20-day  period  immediately

                                       26


prior to the date in which notice of  conversion  is given to the holders of the
shares is at least $3.50 per shares.  Any shares still outstanding after January
1, 2002 shall be mandatorily converted at such date at the conversion price then
in effect.  Holders of the shares  have no  redemption  rights.  The  holders of
shares of Series C preferred stock are entitled to 12% non-cumulative  preferred
dividends.  However,  the shares shall be entitled to dividends  declared on the
common stock on an as-converted basis. Such dividends shall accrue from the date
of issuance or the last preferred dividend record date and be payable in cash or
shares of common stock. Such dividends,  however, can only be paid at Paradigm's
sole option from surplus  earnings  and further,  because  these  dividends  are
non-cumulative,  no deficiencies in dividend payments from any calendar year can
be carried  forward to the next calendar year. In the event of any  liquidation,
dissolution,  sale  of all or  substantially  all of the  assets  or  merger  or
consolidation of Paradigm (and, in case of a merger or  consolidation,  Paradigm
is not the surviving  entity),  the holders of Series C preferred stock shall be
entitled  to  receive,  in  preference  to the  holders of all other  classes of
capital stock,  whether now existing or hereinafter created (other than Series A
preferred stock and Series B preferred stock with which Series C preferred stock
shall, for purposes of a liquidation, rank junior), an amount per share equal to
the greater of (A) the amount such shares  would have  received had such holders
converted the Series C preferred  stock into common stock  immediately  prior to
such liquidation,  plus declared or unpaid dividends or (B) or the stated value,
$100 per share,  subject to such liquidation plus declared but unpaid dividends.
Holders  of shares of Series C  preferred  stock  shall  have no voting  rights,
except in those instances required by Delaware law.

         As of April 30, 2003,  there were no shares of Series C preferred stock
issued  and  outstanding.  As of April  30,  2003,  29,990  shares  of  Series C
preferred stock have been converted into 1,713,714 shares of common stock.

         Series D Convertible Preferred Stock. The Board of Directors authorized
the issuance of a total of 1,140,000  shares of Series D  convertible  preferred
stock at $1.75 per share.  Each share of Series D preferred stock is convertible
into one share of common stock,  subject to adjustments for stock splits,  stock
dividends and certain combinations or recapitalizations in respect of the common
stock.  The shares are also  automatically  converted  into common stock upon 30
days'  written  notice by Paradigm  to the  holders of the shares  after (i) the
30-day  anniversary of the effective  date of a registration  statement in which
shares of common stock issuable upon conversion of the shares are registered and
(ii) the  average  closing  price of the  common  stock  for the  20-day  period
immediately  prior to the date in which  notice  of  conversion  is given to the
holders of the shares is at least $3.50 per share. Any shares still  outstanding
after  January  1,  2002  shall be  mandatorily  converted  at such  date at the
conversion  price then in  effect.  Holders  of the  shares  have no  redemption
rights.  The holders of shares of Series D preferred  stock are  entitled to 10%
non-cumulative  preferred  dividends.  Additionally,  holders of the shares will
receive any  dividends  declared on the common stock on an  as-converted  basis.
Such dividends  accrue from the date of issuance or the last preferred  dividend
record date and are payable in cash or shares of common stock.  Such  dividends,
however,  can only be paid at Paradigm's  sole option from surplus  earnings and
further because these dividends are non-cumulative,  no deficiencies in dividend
payments  from any  calendar  year can be carried  forward to the next  calendar
year. In the event of any liquidation, dissolution, sale of all or substantially
all of the assets or merger or  consolidation  of  Paradigm  (and,  in case of a
merger or consolidation,  Paradigm is not the surviving entity),  the holders of
Series D preferred  stock are entitled to receive,  in preference to the holders
of all other  classes of capital  stock,  whether now  existing  or  hereinafter
created,  other than Series A  preferred  stock,  Series B  preferred  stock and
Series C preferred stock with which Series D preferred stock shall, for purposes
of a liquidation,  rank junior,  an amount per share equal to the greater of (A)
the amount such shares would have received had such holders converted the Series
D preferred stock into common stock immediately prior to such liquidation,  plus
declared  or unpaid  dividends  or (B) or the  stated  value,  $1.75 per  share,
subject to such  liquidation  plus  declared  but unpaid  dividends.  Holders of
shares of  Series D  preferred  stock  have no  voting  rights,  except in those
instances required by Delaware law.

         As of April 30,  2003,  there were a total of 5,000  shares of Series D
preferred stock issued and outstanding.  A total of 8,750 shares of common stock
has been set  aside  and  reserved  in the event  the  holders  of the  Series D
preferred stock elect to convert those shares into shares of common stock. As of
April 30, 2003, 1,630,000 shares of Series D preferred stock have been converted
into 1,985,000 shares of common stock.

         Series E Preferred  Stock.  The Board of Directors has  authorized  the
issuance  of a total of 50,000  shares of Series E  preferred  stock at a stated
value of $100 per share.  Each share of Series E preferred  stock is convertible
into shares of common stock at an initial  conversion  price equal to $1.875 per
share of  common  stock  (or  53.33  common  shares  for each  share of Series E
preferred stock),  subject to adjustments for stock splits,  stock dividends and
certain  combinations or  recapitalizations  in respect of the common stock. The
shares are also automatically  converted into common stock upon 30 days' written
notice by Paradigm to the holders of the shares after (i) the 30-day anniversary
of the effective date of the filing of a registration  statement in which shares
of common stock issuable upon  conversion of the shares were registered and (ii)
the average closing price of the common stock for the 20-day period  immediately
prior to the date in which notice of  conversion  is given to the holders of the
shares is at least $3.50 per share. Any shares still  outstanding  after January
1, 2005 shall be mandatorily converted at such date at the conversion price then
in effect.  Holders of the shares  have no  redemption  rights.  The  holders of
shares of Series E preferred stock are entitled to 8%  non-cumulative  preferred
dividends.  However,  the shares shall be entitled to dividends  declared on the
common stock on an as-converted basis. Such dividends shall accrue from the date
of issuance or the last preferred dividend record date and be payable in cash or
shares of common stock. Such dividends,  however, can only be paid at Paradigm's
sole option from surplus  earnings  and further,  because  these  dividends  are
non-cumulative,  no deficiencies in dividend payments from any calendar year can
be carried  forward to the next calendar year. In the event of any  liquidation,
dissolution,  sale  of all or  substantially  all of the  assets  or  merger  or
consolidation of Paradigm (and, in case of a merger or  consolidation,  Paradigm
is not the surviving  entity),  the holders of Series E preferred stock shall be

                                       27


entitled  to  receive,  in  preference  to the  holders of all other  classes of
capital stock,  whether now existing or hereinafter created (other than Series A
preferred stock, Series B preferred stock, Series C preferred stock and Series D
convertible  preferred  stock with which  Series E preferred  stock  shall,  for
purposes  of a  liquidation,  rank  junior),  an amount  per share  equal to the
greater of (A) the amount  such  shares  would have  received  had such  holders
converted the Series E preferred  stock into common stock  immediately  prior to
such liquidation,  plus declared or unpaid dividends or (B) or the stated value,
$100 per share,  subject to such liquidation plus declared but unpaid dividends.
Holders  of shares of Series E  preferred  stock  shall  have no voting  rights,
except in those instances required by Delaware law.

         As of April 30,  2003,  there were a total of 1,500  shares of Series E
preferred stock issued and outstanding. A total of 80,000 shares of common stock
has been set aside and  reserved  in the event the holders of Series E preferred
stock elect to convert those shares into shares of common stock. As of April 30,
2003,  44,719  shares of Series E  preferred  stock  have  been  converted  into
2,385,013 shares of common stock.

         Series F Preferred  Stock.  The Board of Directors has  authorized  the
issuance  of a total of 50,000  shares of Series F  preferred  stock at a stated
price of $100 per share.  Each share of Series F preferred  stock is convertible
into shares of common stock at an initial  conversion  price equal to $1.875 per
share of  common  stock  (or  53.33  common  shares  for each  share of Series E
preferred stock),  subject to adjustments for stock splits,  stock dividends and
certain  combinations or  recapitalizations  in respect of the common stock. The
shares are also automatically  converted into common stock upon 30 days' written
notice by Paradigm to the holders of the shares after (i) the 30-day anniversary
of the effective date of the filing of a registration  statement in which shares
of common stock issuable upon  conversion of the shares were registered and (ii)
the average closing price of the common stock for the 20-day period  immediately
prior to the date in which notice of  conversion  is given to the holders of the
shares is at least $3.50 per share. Any shares still  outstanding  after January
1, 2005 shall be mandatorily converted at such date at the conversion price then
in effect.  Holders of the shares  have no  redemption  rights.  The  holders of
shares of Series F preferred stock are entitled to 8%  non-cumulative  preferred
dividends.  However,  the shares shall be entitled to dividends  declared on the
common stock on an as-converted basis. Such dividends shall accrue from the date
of issuance or the last preferred dividend record date and be payable in cash or
shares of common stock. Such dividends,  however, can only be paid at Paradigm's
sole option from surplus  earnings  and further,  because  these  dividends  are
non-cumulative,  no deficiencies in dividend payments from any calendar year can
be carried  forward to the next calendar year. In the event of any  liquidation,
dissolution,  sale  of all or  substantially  all of the  assets  or  merger  or
consolidation of Paradigm (and, in case of a merger or  consolidation,  Paradigm
is not the surviving  entity),  the holders of Series F preferred stock shall be
entitled  to  receive,  in  preference  to the  holders of all other  classes of
capital stock,  whether now existing or hereinafter created (other than Series A
preferred stock,  Series B preferred stock,  Series C preferred stock,  Series D
Convertible  preferred  stock and Series E preferred  stock with which  Series F
preferred stock shall,  for purposes of a liquidation,  rank junior),  an amount
per share equal to the greater of (A) the amount such shares would have received
had such  holders  converted  the Series F  preferred  stock into  common  stock
immediately prior to such liquidation,  plus declared or unpaid dividends or (B)
or the stated value,  $100 per share,  subject to such liquidation plus declared
but unpaid  dividends.  Holders of shares of Series F preferred stock shall have
no voting rights, except in those instances required by Delaware law.

         As of April 30, 2003,  there were 5,773.75 shares of Series F preferred
stock issued and outstanding. A total of 307,933 shares of common stock has been
set aside and  reserved  in the event the  holders of Series F  preferred  stock
elect to convert those shares of common stock.  As of April 30, 2003,  42,273.25
shares of Series F preferred stock have been converted into 2,254,573  shares of
common stock.

         Although Paradigm was not instructed by any regulatory body to actually
conduct the Rescission Offer, Paradigm decided to go forward with the Rescission
Offer to reduce any type of potential  contingent liability it may be exposed to
in  connection  with its  private  placement  of Series B preferred  stock.  The
Rescission Offer is designed to reduce such contingent  liability by placing the
Series B Stockholders on notice of possible  defects and presenting them with an
opportunity to avoid or mitigate damages. The Rescission Offer, however, may not
fully relieve  Paradigm from exposure to contingent  liability  under federal or
state securities laws.

         Class A Warrants.  Each Class A warrant entitles the holder to purchase
one share of common  stock at an  exercise  price of $7.50  per  share.  Class A
warrants are  exercisable  through July 10, 2003,  provided  that at the time of
exercise a current prospectus relating to the common stock is then in effect and
the  common  stock is  qualified  for sale or exempt  from  qualification  under
applicable state securities laws. The Class A warrants are subject to redemption
by Paradigm  commencing July 10, 1997, upon 30 days' written notice,  at a price
of $.05 per Class A warrant if the average closing bid price of the common stock
for any 30 consecutive  business days ending within 15 days of the date of which
the notice of redemption is given shall have exceeded  $8.50 per share.  Holders
of Class A warrants automatically forfeit their rights to purchase the shares of
common stock  issuable upon  exercise of such  warrants  unless the warrants are
exercised before the close of business on the business day immediately  prior to
the date set for redemption.  All outstanding  Class A warrants must be redeemed
if any Class A warrants are redeemed.  A notice of redemption shall be mailed to
each of the  registered  holders of the Class A warrants  by first  class  mail,
postage  prepaid,  30 days before the date fixed for  redemption.  The notice of
redemption  shall specify the redemption  price,  the date fixed for redemption,
the place  where the Class A warrant  certificates  shall be  delivered  and the
redemption  price to be paid,  and that the right to  exercise a Class A warrant
shall  terminate  at 5:00  p.m.  (Salt  Lake  City  time)  on the  business  day
immediately preceding the date fixed for redemption.


                                       28


         The  Class  A  warrants  may  be  exercised   upon   surrender  of  the
certificate(s) therefore on or prior to the expiration or the redemption date at
the offices of Continental  Stock Transfer & Trust Company,  Paradigm's  warrant
agent (the "Warrant  Agent") with the  subscription  form on the reverse side of
the certificate(s) completed and executed as indicated,  accomplished by payment
(in the form of a certified or cashier's check payable to the order of Paradigm)
of the full exercise price for the number of warrants being exercised.

         The Class A  warrants  contain  provisions  that  protect  the  holders
thereof  against  dissolution  by adjustment of the exercise price per share and
the number of shares  issuable  upon  exercise  thereof upon the  occurrence  of
certain events including  issuances of common stock (or securities  convertible,
exchangeable or exercisable into common stock) at less than market value,  stock
dividends,  stock  splits,  mergers,  sale of  substantially  all of  Paradigm's
assets, and for other  extraordinary  events;  provided,  however,  that no such
adjustment  shall be made upon,  among other things (i) the issuance or exercise
of options or other  securities  under  employee  benefit plans (ii) the sale or
exercise of  outstanding  options or warrants or the Class A warrants,  or (iii)
the conversion of shares of Paradigm's preferred stock to common stock.

         The Company is not required to issue fractional shares of common stock,
and in lieu thereof will make a cash payment based upon the current market value
of such fractional  shares.  The holder of Class A warrants will not possess any
right as a shareholder of Paradigm unless or until he or she exercises the Class
A warrants. As of April 30, 2003, the Class A warrants have not been exercised.

         Series E Preferred  Stockholders  Warrants. In connection with the sale
of 48,219  shares of Series E  preferred  stock  through a private  offering  in
reliance on the  exemption  contained in Section 4(2) of the  Securities  Act of
1933,  as amended,  and pursuant to the  provisions  of Rule 506 of Regulation D
promulgated  thereunder,  Paradigm  issued  warrants  to  holders  of  Series  E
preferred  stock to  purchase  241,095  shares of  common  stock.  Each  warrant
entitled the holder to purchase  one share of common stock at an exercise  price
of $4.00 per share.  The warrants are  exercisable  through May 23, 2006.  These
warrants contain  provisions that protect the holder thereof 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
dividends, stock splits, mergers and the sale of substantially all of Paradigm's
assets.  The Company is not required to issue fractional shares of common stock,
and in lieu thereof will make a cash payment based upon the current market value
of such  fractional  shares.  The holders of the  warrants  will not possess any
rights as shareholders unless and until the holders exercise the warrants. As of
April 30, 2003,  none of the Series E Preferred  Shareholders  warrants has been
exercised.

         Series F Preferred  Stockholders  Warrants. In connection with the sale
of 48,046  shares of Series F  preferred  stock  through a private  offering  in
reliance on the  exemption  contained in Section 4(2) of the  Securities  Act of
1933,  as amended,  and pursuant to the  provisions  of Rule 506 of Regulation D
promulgated  thereunder,  Paradigm issued warrants to purchase 251,114 shares of
common stock.  Each Warrant  entitled the holder to purchase one share of common
stock at an exercise  price of $4.00 per share.  The  warrants  are  exercisable
through August 20, 2006.  These  warrants  contain  provisions  that protect the
holder  thereof  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 dividends, stock splits, mergers and the sale of
substantially  all of  Paradigm's  assets.  Paradigm  is not  required  to issue
fractional  shares of common stock, and in lieu thereof will make a cash payment
based upon the current market value of such  fractional  shares.  The holders of
the warrants  will not possess any rights as  shareholders  unless and until the
holders  exercise  the  warrants.  As of April 30,  2003,  none of the  Series F
Preferred Shareholders warrants has been exercised.

         Kenneth  Jerome  Warrants.  In  connection  with its  public  offering,
Paradigm  issued and sold warrants to Kenneth Jerome & Company,  Inc.  ("Kenneth
Jerome") the underwriters of that offering, to purchase 100,000 shares of common
stock at  $8.125  per  share  commencing  July 10,  1998  and  continuing  to be
exercisable  until July 10, 2003,  and an  additional  100,000  shares of common
stock at a price of $7.50 per  share  exercisable  for the same  period of time.
During the exercise period,  holders of the Kenneth Jerome warrants are entitled
to  certain  demand  and  incidental  registration  rights  with  respect to the
securities issuable upon exercise of the Kenneth Jerome warrants.  The number of
shares  covered by the Kenneth  Jerome  warrants  are subject to  adjustment  in
certain events to prevent dissolution. The Company may redeem the Kenneth Jerome
warrants  beginning July 10, 1998 at a price of $.05 per warrant at such time as
Paradigm's  common  stock has been trading on The Nasdaq  SmallCap  Market or an
established  exchange at a price equal to or above $10.00 per share for a period
of 30 consecutive business days ending within 15 days of the date of redemption.
Prior to July 10, 1998, the Kenneth Jerome warrants are not transferable  except
to officers and directors of the representative, co- underwriters, selling group
members  and their  officers  or  partners.  As of April 30,  2003,  none of the
Kenneth Jerome warrants has been exercised.

         KSH  Investment  Group  Warrants.  In  connection  with  its  Series  D
Preferred private  placement,  Paradigm issued warrants to KSH Investment Group,
Inc.  ("KSH  Investment  Group")  warrants to purchase  208,400 shares of common
stock.  These warrants  consist of Placement  Agent Warrants to purchase  68,400
shares of common stock at any time not later than  February 12, 2004 at exercise
price of $2.50 per share for warrants to purchase 55,539 shares of common stock,
$2.69 per share for warrants to purchase 10,461 shares,  and $2.38 per share for
warrants to purchase 2,400 shares of common stock.  The  Investment  Banking Fee
warrants  consist of warrants to purchase  140,000 shares of common stock at any
time no later than March 1, 2004 at an  exercise  price of $2.38 per share.  The
KSH Investment  Group warrants  contain  provisions that protect holders thereof
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 dividends,  stock splits,  mergers and the sale of substantially

                                       29


all of Paradigm's assets. The Company is not required to issue fractional shares
of common  stock,  and in lieu thereof  will make a cash payment  based upon the
current market value of such fractional  shares.  The registered  holders of the
KSH  Investment  Group warrants also may elect to exercise their warrants by way
of  cashless  exercise  of the  warrants.  The number of shares of common  stock
issuable on the cashless  exercise of the KSH Investment Group warrants is equal
to the  total  number of  warrants  issued to the  holder  times the  difference
between the then current  market  price and the  exercise  price of the warrants
divided by the market price of the  warrants.  The holder of the KSH  Investment
Group warrants will not possess any rights as a shareholder  of Paradigm  unless
and until the holder  exercises the warrants.  As of April 30, 2003, none of the
KSH Investment Group warrants has been exercised.

         Cyndel  Warrants.  In connection  with certain  financings  that Cyndel
provided to Paradigm,  Paradigm issued warrants to Cyndel & Co., Inc. ("Cyndel")
to purchase an  aggregate  of 475,000  shares of common  stock.  These  warrants
consist of warrants to purchase  75,000  shares of common  stock at any time not
later than February 7, 2006, at an exercise  price of $4.00 per share;  warrants
to purchase 150,000 shares of common stock at any time not later than August 10,
2005, at an exercise price of $4.00 per share;  and warrants to purchase 250,000
shares of  common  stock at any time not  later  than  August  31,  2005,  at an
exercise price of $3.00 per share. The warrants contain  provisions that protect
the holder  thereof  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 dividends,  stock splits, mergers
and the sale of substantially all of Paradigm's assets. Paradigm is not required
to issue fractional shares of common stock, and in lieu thereof will make a cash
payment  based upon the current  market  value of such  fractional  shares.  The
holder of the warrants will not possess any rights as a shareholder  of Paradigm
unless and until the holder  exercises the warrants.  As of April 30, 2003, none
of the Cyndel warrants has been exercised.

         Lafferty  Warrants.  In connection with an investment banking agreement
with R. F.  Lafferty & Co.,  Inc.  ("Lafferty"),  Paradigm  issued  warrants  to
Lafferty to purchase  100,000  shares of Paradigm's  common stock.  Each warrant
entitles  Lafferty to purchase one share of common stock at an exercise price of
$4.00 per share.  The warrants are  exercisable  through  October 15, 2004.  The
warrants contain  provisions that protect the holder thereof against delusion by
adjustment  of the  exercise  price per share and the number of shares  issuable
upon the exercise thereof upon the occurrence of certain events, including stock
dividends, stock splits, mergers and the sale of substantially all of Paradigm's
assets.  The Company is not required to issue fractional shares of common stock,
and in lieu thereof will make a cash payment based upon the current market value
of such  fractional  shares.  The holder of the  warrants  will not  possess any
rights as a shareholder  of Paradigm  unless and until the holder  exercises the
warrants.  As of  April  30,  2003,  none  of the  Lafferty  warrants  has  been
exercised.

         Limberg  Warrants.  In  connection  with  certain  consulting  services
provided to  Paradigm,  Paradigm  issued  warrants to Dr.  Michael B. Limberg to
purchase  300,000 shares of common stock.  These warrants consist of warrants to
purchase  100,000  shares of common stock at any time not later than December 1,
2008 at an exercise price of $4.00 per share; warrants to purchase 50,000 shares
of common stock at any time not later than December 1, 2009 at an exercise price
of $4.75 per share;  warrants to purchase  50,000  shares of common stock at any
time not  later  than  June 1, 2010 at an  exercise  price of $6.75  per  share;
warrants to purchase  50,000  shares of common  stock at any time not later than
December  1, 2011 at an  exercise  price of $4.00 per  share;  and  warrants  to
purchase  50,000  shares of common stock at any time not later than June 1, 2011
at an exercise price of $4.00 per share.  These warrants contain provisions that
protect the holder thereof 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 dividends,  stock splits, mergers
and the sale of substantially all of Paradigm's assets. Paradigm is not required
to issue fractional shares of common stock, and in lieu thereof will make a cash
payment  based upon the current  market  value of such  fractional  shares.  The
holder of the warrants will not possess any rights as a  shareholder  unless and
until the holder  exercises  the  warrants.  As of April 30,  2003,  none of the
Limberg warrants has been exercised.

         Hemmer  Warrants.  In connection  with the prior  retirement of John W.
Hemmer,  who has recently been  appointed as Senior Vice  President of Paradigm,
the Board of  Directors  authorized  the  issuance of warrants to Mr.  Hemmer to
purchase  75,000 shares of common stock.  The Board of Directors  authorized the
issuance of these  warrants to Mr. Hemmer at such time as he exercised  warrants
to purchase  125,000  shares of common  stock at an exercise  price of $2.63 per
share,  which were previously  issued to him upon his  retirement.  Each warrant
entitles the holder to purchase  one share of common stock at an exercise  price
of $7.50 per share.  The warrants are exercisable  through January 24, 2005. The
warrants contain  provisions that protect the holder thereof 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
dividends, stock splits, mergers and the sale of substantially all of Paradigm's
assets. Paradigm is not required to issue fractional shares of common stock, and
in lieu thereof will make a cash  payment  based on the current  market value of
such fractional  shares.  The holder of the warrants will not possess any rights
as a shareholder of Paradigm unless and until the holder exercises the warrants.
As of April 30, 2003,  the Hemmer  warrants to purchase  75,000 shares of common
stock have not been exercised.

         Kohn  and  Sucoff  Warrants.   In  connection  with  certain  financial
consulting  services  provided  to  Paradigm,  Paradigm  issued  warrants to KSH
Investment  Group,  Inc.  to  purchase  100,000  shares of common  stock.  These
warrants  consist of warrants to purchase  100,000 shares of common stock at any
time not later than  February 7, 2006 at an  exercise  price of $4.00 per share.
These  warrants  were  subsequently  assigned  to Helen  Kohn and Ronit  Sucoff.
Warrants to purchase  50,000  shares of common stock were assigned to Helen Kohn
(the "Kohn  Warrants")  and warrants to purchase  50,000  shares of common stock
were assigned to Ronit Sucoff (the "Sucoff  Warrants").  These warrants  contain
provisions that protect the holder thereof 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 dividends,  stock splits,
mergers and the sale of substantially all of Paradigm's assets.  Paradigm is not
required to issue  fractional  shares of common stock,  and in lieu thereof will
make a cash  payment  based upon the  current  market  value of such  fractional
shares.  The holders of the warrants will not possess any rights as shareholders
unless and until the holders  exercise the warrants.  As of April 30, 2003, none
of the Kohn or Sucoff Warrants has been exercised.

                                       30


         Kaplan  Warrants.   In  connection  with  certain  consulting  services
provided to Paradigm,  Paradigm  issued  warrants to Barry Kaplan  Associates to
purchase  100,000  shares of  common  stock.  Each  warrant  entitles  Kaplan to
purchase one share of common stock at an exercise price of $3.00 per share.  The
warrants are exercisable  through May 15, 2004. The warrants contain  provisions
that protect the holder thereof  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 dividends,  stock splits, mergers
and the sale of substantially all of Paradigm's assets. Paradigm is not required
to issue fractional shares of common stock, and in lieu thereof will make a cash
payment  based upon the current  market  value of such  fractional  shares.  The
holder of the warrants will not possess any rights as a  shareholder  unless and
until the holder  exercises  the  warrants.  As of April 30,  2003,  none of the
Kaplan warrants has been exercised.

         Rodman &  Renshaw  Warrants.  In  connection  with  certain  consulting
services  provided to Paradigm,  Paradigm issued warrants to Rodman & Renshaw to
purchase 35,000 shares of common stock.  Each warrant  entitles Rodman & Renshaw
to purchase one share of common  stock at an exercise  price of $2.00 per share.
The  warrants  are  exercisable  through  May 13,  2006.  The  warrants  contain
provisions that protect the holder thereof 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 dividends,  stock splits,
mergers and the sale of substantially all of Paradigm's assets.  Paradigm is not
required to issue  fractional  shares of common stock,  and in lieu thereof will
make a cash  payment  based upon the  current  market  value of such  fractional
shares.  The holder of the warrants will not possess any rights as a shareholder
unless and until the holder  exercises the warrants.  As of April 30, 2003, none
of the Rodman & Renshaw warrants has been exercised.

         Warrants Issued to Archambeau, Banzhaf, Lipson, MacLeod, MacLeod Profit
Sharing  Trust,  St.  Mark's Eye  Institute,  Milan  Holdings,  Ltd.,  Mauro and
Reichardt. In connection with its September 6, 2002 private placement,  Paradigm
issued warrants to Paul L. Archambeau,  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,  Ltd.,  Frank G.  Mauro and  Delbert D.
Reichardt  to purchase an  aggregate of 788,750  shares of common  stock.  These
warrants  are  exercisable  at any time not later than  September  6, 2005 at an
exercise price of $.25 per share. These warrants contain provisions that protect
holders thereof  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 dividends stock splits,  mergers and the sale of
substantially  all of  Paradigm's  assets.  The Company is not required to issue
fractional  shares of common stock, and in lieu thereof will make a cash payment
based upon the current market value of such  fractional  shares.  The holders of
the warrants will not possess any rights as  shareholders of Paradigm unless and
until the holders  exercise the  warrants.  As of April 30, 2003,  none of these
warrants has been exercised.

         Forstrom  Warrants.  In  connection  with certain  consulting  services
provided  to  Paradigm,  Paradigm  issued  warrants  to Timothy R.  Forstrom  to
purchase  200,000  shares of common  stock.  Each warrant  entitles  Forstrom to
purchase one share of common stock at an exercise  price of $.16 per share.  The
warrants are exercisable through April 30, 2006. The warrants contain provisions
that protect the holder thereof  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 dividends,  stock splits, mergers
and the sale of substantially all of Paradigm's assets. Paradigm is not required
to issue fractional shares of common stock, and in lieu thereof will make a cash
payment  based upon the current  market  value of such  fractional  shares.  The
holder of the warrants will not possess any rights as a  shareholder  unless and
until the holder  exercises  the  warrants.  As of April 30,  2003,  none of the
Forstrom warrants has been exercised.

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

         Indemnification  Agreements.  Paradigm has entered into indemnification
agreements  with its officers and  directors.  Such  indemnification  agreements
provide that Paradigm 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. Paradigm's transfer agent and registrar for
its common stock and the Warrant  Agent for the Class A warrants is  Continental
Stock Transfer & Trust Company, New York, New York.

                              PLAN OF DISTRIBUTION

         Triton is  offering  the  common  shares for its  account as  statutory
underwriter,  and not for our account. We will not receive any proceeds from the
sale  of  common  shares  by  Triton.  Triton  may be  offering  for  sale up to
10,000,000  common  shares  that it may  acquire  pursuant  to the  terms of the
private equity line of credit  agreement more fully  described under the section
of this prospectus  entitled,  "Private Equity Line of Credit Agreement." Triton
is a statutory  underwriter within the meaning of the Securities Act in 1933, as
amended, in connection with such sales of common shares and will be acting as an
underwriter  in its resales of the common shares under this  prospectus.  Triton
has, prior to any sales,  agreed not to effect any offers or sales of the common
shares in any  manner  other than as  specified  in this  prospectus  and not to

                                       31


purchase  or induce  others  to  purchase  common  shares  in  violation  of any
applicable  state and federal  securities  laws,  rules and  regulations and the
rules and  regulations of The Nasdaq National  Market.  We will pay the costs of
registering the shares under this prospectus, including legal fees.

         To permit  Triton to resale  the common  shares  issued to it under the
private equity line of credit agreement,  we agreed to register those shares and
to maintain that  registration.  To that end, we have agreed with Triton that we
will  prepare  and file such  amendments  and  supplements  to the  registration
statement  and  the  prospectus  as may be  necessary  in  accordance  with  the
Securities  Act of 1933,  as amended and the rules and  regulations  promulgated
thereunder,  and to keep it effective until the earlier of the following  dates:
(i) the date after which all the common shares held by Triton or its transferees
that are covered by the  registration  statement have been sold by Triton or its
transferees  pursuant to such  registration  statements;  or (ii) the date after
which  all of the  common  shares  held by Triton  or its  transferees  that are
covered  by the  registration  statement  may be  sold,  in the  opinion  of our
counsel, without registration under the Securities Act of 1933, as amended.

         Shares of Common stock offered through this prospectus may be sold from
time to time by Triton or by pledgees,  donees,  transferees or other successors
of interest to Triton.  We will supplement this prospectus to disclose the names
of any pledgees, donees, transferees or other successors in interest that intend
to offer common stock through this prospectus.

         Sales may remain on The Nasdaq National Market, on the over-the-counter
market or otherwise at prices and at terms then  prevailing or prices related to
the then current  market price,  or in negotiated  private  transactions,  or in
combination  of these  methods.  Triton will act  independently  of us in making
decisions  with respect to the form,  timing,  manner and size of each sale.  We
have been informed by Triton that there are no existing  arrangements between it
and any other stockholder,  broker, dealer, underwriter or agent relating to the
distribution  of this  prospectus.  Triton is an underwriter in connection  with
resales of its shares.

         The  common  shares  may  be  sold  in  one or  more  of the  following
transactions:  (a) a block  trade in which the broker or dealer so engaged  will
attempt to sale the shares as agent,  but may  position  and resale a portion of
the block as principal to facilitate the transaction;  (b) purchases by a broker
or for its account under this prospectus; or (c) ordinary brokerage transactions
and transactions in which the broker solicits purchases.

         In effecting sales, broker or dealers engaged by Triton may arrange for
other brokers or dealers to participate.  Except as disclosed in a supplement to
this prospectus,  no broker-dealer will be paid more than a customary  brokerage
commission in connection  with any sale of the common shares by Triton.  Brokers
or dealers may receive  commissions,  discounts  or other  concessions  from the
selling stockholders in amounts to be negotiated  immediately prior to the sale.
The compensation of a particular  broker-dealer  may be in excess of a customary
commissions.  Profits on any resale of the common  shares as a principal by such
broker-dealers  and any commissions by such  broker-dealers  may be deemed to be
underwriting  discounts  under  the  Securities  Act of 1933,  as  amended.  Any
broker-dealer   participating   in  such   transactions  as  agent  may  receive
commissions  from  Triton,  and, if they act as agent for the  purchaser of such
common shares, from such purchaser.

         Broker-dealers  who acquire  common shares as principal may  thereafter
resell such common  shares  from time to time in  transactions  that may involve
crosses and block  transactions and which may involve sales to and through other
broker-dealers,  including  transactions in the nature  described  above, in the
over-the-counter  market,  in  negotiated  transactions  or  otherwise at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such  resales  may pay to or receive  from the  purchasers  of such  common
shares commissions  computed as described above.  Brokers or dealers who acquire
common shares as principal and any other participating brokers or dealers may be
deemed to be underwriters in connection with resales of the common shares.

         Triton  is  subject  to the  applicable  provisions  of the  Securities
Exchange  Act of 1934,  as amended,  including  without  limitation,  Rule 10b-5
thereunder. Under applicable rules and regulations under the Securities Exchange
Act of 1934,  as amended,  any person  engaged in a  distribution  of the common
shares may not  simultaneously  purchase such securities for a period  beginning
when such  person  becomes  a  distribution  participant  and  ending  upon such
person's  completion  of  participation  in  a  distribution.  In  addition,  in
connection with the transactions in the common shares, Triton will be subject to
applicable  provisions of the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations thereunder,  including,  without limitation, the rules
set forth above.  These  restrictions may effect the marketability of the common
shares.

         We may solicit the exercise of Class A warrants through a registered or
licensed  broker-dealer.  Upon  exercise of Class A  warrants,  we will pay such
soliciting  broker-dealer a fee of 5% of the aggregate exercise price of Class A
warrants exercised, if: (i) the market price of the common stock on the date the
Class A warrant is  exercised  is greater  than the then  exercise  price of the
Class A warrant;  (ii) the  exercise of the Class A warrant was  solicited  by a
member of the National Association of Securities Dealers,  Inc.; (iii) the Class
A  warrant  is not  held in a  discretionary  account;  (iv)  disclosure  of the
compensation  arrangements was made by delivery of this prospectus or otherwise)
both at the time of the  offering  and at the time of  exercise  of the  Class A
warrant;  and (v) the  solicitation of exercise of the Class A warrant is not in
violation of Regulation M.

         In connection with the  solicitation of the Class A warrant  exercises,
the  soliciting   broker-dealer   will  be  prohibited   from  engaging  in  any

                                       32


market-making   activities  with  respect  to  our  securities  for  the  period
commencing  either two or nine business  days  (depending on the market price of
the common stock) prior to any solicitation activity for the exercise of Class A
warrants until the later of (a) the termination of such  solicitation  activity,
or (b)  the  termination  (by  waiver  or  otherwise)  of any  right  which  the
soliciting  broker- dealer may have to receive a fee for the exercise of Class A
warrants following such solicitation. As a result, the soliciting broker- dealer
may be unable to provide a market for our securities, should it desire to do so,
during certain periods while the respective Class A warrants are exercisable.

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

         The resale of the common  stock by the Series E and Series F  preferred
stockholders  that  elect to  convert  their  respective  shares of Series E and
Series F  preferred  stock to shares of common  stock and the holders of Class A
warrants,  Kenneth Jerome  warrants,  Cyndel warrants and warrants issued to Dr.
Michael B. Limberg, Consulting for Strategic Growth, Ltd., John W. Hemmer, Helen
Kohn, Ronit Sucoff,  Barry Kaplan  Associates,  Rodman & Renshaw,  Inc., Paul L.
Archambeau,  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,  Ltd.,  Frank G. Mauro,  Delbert D.  Reichardt and Timothy R. Forstrom
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 Nasdaq  SmallCap  Market 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 Steven J. Bayern and Patrick N. Kolenik, who are each an officer, a director
and a shareholder of Win Capital Corp. Messrs.  Bayern and Kolenik each received
stock  options as  consideration  for services as a director of Paradigm.  At no
time  has Mr.  Bayern  or Mr.  Kolenik  had any  agreements  or  understandings,
directly or  indirectly,  with any person to distribute the stock options or the
underlying  common shares to be issued in  connection  with the exercise of such
options.

         From time to time this prospectus  will be supplemented  and amended as
required  by the  Securities  Act of 1933,  as  amended.  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

         The consolidated  financial  statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 2002, have
been audited by Tanner & Co., independent auditors, as indicated in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial  statements are incorporated herein by reference in reliance upon such
report  given  upon the  authority  of such  firm as  experts  in  auditing  and
accounting.

                                  LEGAL MATTERS

         The  validity  of the  issuance of the shares of common  stock  offered
hereby and certain other legal  matters in connection  have been passed upon for
us by Mackey Price & Thompson, Salt Lake City, Utah.

                              AVAILABLE INFORMATION

         We are  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended and, in accordance  therewith,  files  reports,
proxy and information  statements and other  information with the Securities and
Exchange  Commission  (the  "Commission").  Such reports,  proxy and information

                                       33


statements and other  information  filed by Paradigm can be inspected and copied
at the public  reference  facilities  maintained by the  Commission at 450 Fifth
Street,  N.W.,   Washington,   D.C.  20549,  and  at  its  regional  offices  at
Northwestern  Atrium  Center,  500  West  Madison  Street,   Chicago,   Illinois
60661-2511.  Copies of such material can be obtained  from the Public  Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 at prescribed rates. In addition,  the Commission  maintains a web site at
http:/www.sec.gov containing reports, proxy and information statements and other
information  regarding registrants that file electronically with the Commission,
including Paradigm.

         We have filed with the  Commission a Registration  Statement  (together
with all  amendments  and exhibits,  the  "Registration  Statement") on Form S-3
under the Securities  Act of 1933, as amended,  with respect to the common stock
offered  pursuant to this  prospectus.  This prospectus does not contain all the
information set forth in the registration statement,  certain parts of which are
omitted  in  accordance  with  the  rules  and  regulations  of the  Commission.
Statements  made in this prospectus as to the contents of any agreement or other
document  referred to herein are not necessarily  complete and reference is made
to the  copy of  such  agreement  or to the  registration  statement  and to the
exhibits and schedules filed therewith.  Copies of the material  containing this
information  may be obtained from the Commission  upon payment of the prescribed
fee.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The  following   documents   filed  by  us  with  the   Commission  are
incorporated herein by reference:

         (1)  Annual  Report on Form 10-KSB for the fiscal  year ended  December
              31, 2002, as filed on April 15, 2003;
         (2)  Quarterly  Report on Form 10-QSB/A for the quarter ended March 31,
              2002, as filed on June 4, 2002;
         (3)  Quarterly  Report on Form  10-QSB for the  quarter  ended June 30,
              2002;
         (4)  Quarterly  Report on Form 10-QSB for the quarter  ended  September
              30, 2002;

         (5)  Definitive  Proxy  Statement for Paradigm's 2003 Annual Meeting of
              Shareholders held on December 27, 2002; and
         (6)  Current Report on Form 8-K, as filed on April 29, 2003.

         All  documents  subsequently  filed by  Paradigm  with  the  Commission
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended and prior to the termination of this offering,  shall be deemed
to be incorporated by reference in this prospectus. Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  prospectus  to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document  that also is or is  deemed to be  incorporated  by  reference  herein,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         We  will  provide,  without  charge,  to  each  person,  including  any
beneficial  owner,  to whom a copy of this  prospectus  is  delivered,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
that have been  incorporated  herein by  reference,  other than Exhibits to such
documents  (unless such  Exhibits  are  specifically  incorporated  by reference
therein). Requests for such copies should be directed to: Heber C. Maughan, Vice
President of Finance,  Treasurer and Chief Financial  Officer,  Paradigm Medical
Industries, Inc., 2355 South 1070 West, Salt Lake City, Utah 84119.

                                       34


No dealer,  salesman or any other  person has  27,847,704 Shares of Common Stock
been  authorized  to give  information  or to
make any  representations  other  than  those
contained in this  Prospectus,  and, if given
or made, such information or  representations
must  not  be  relied  upon  as  having  been
authorized  by Paradigm  or the  Underwriter.
This  Prospectus does not constitute an offer  PARADIGM MEDICAL INDUSTRIES, INC.
to sell or a solicitation of any offer to buy
any  of  the  securities  offered  hereby  by          -----------------
anyone  in any  jurisdiction  in  which  such
offer or solicitation is not authorized or in             PROSPECTUS
which  the  person   making   such  offer  or
solicitation  is not qualified to do so or to          -----------------
anyone  to whom it is  unlawful  to make such
offer or  solicitation.  Neither the delivery
of  this   Prospectus   nor  any  sale   made
hereunder  shall,  under  any  circumstances,
create any implication that there has been no
change in the affairs of  Paradigm  since the
date hereof.
                                                          May __, 2003
             ---------------------

              TABLE OF CONTENTS

                                         Page

Prospectus Summary......................    2
Risk Factors  ..........................    6
Use of Proceeds.........................   13
Selling Securityholders.................   13
Description of Securities...............   25
Plan of Distribution....................   31
Experts.................................   33
Legal Matters...........................   33
Available Information...................   33
Documents Incorporated by Reference.....   34




                                      II-1


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  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,  other than underwriting discount (all amounts except the Securities
and Exchange Commission filing fee and the NASD fee are estimated):


        Filing fee -- Securities and Exchange Commission..........    $     166
        NASD fee..................................................        2,000
        Printing and engraving expenses...........................          500
        Legal fees and disbursements..............................        5,000
        Accounting fees and disbursements.........................        1,500
        Blue Sky fees and expenses (including legal fees).........            0
        Miscellaneous.............................................          250
                                                                      ---------
        Total expenses............................................    $   9,416


Item 15.  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.

                                      II-2




         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.

         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 the
Company's 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
the Company's Bylaws, the Company's Certificate of Incorporation or the Delaware
General Corporation Law.

Item 16.  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(16)
     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       Warrant to Purchase Common Stock with Mackey Price & Williams (1)
     4.8       Specimen Series C Convertible Preferred Stock Certificate(4)
     4.9       Certificate of the Designations,  Powers,  Preferences and Rights
               of the Series Convertible Preferred Stock(4)
     4.10      Specimen Series D Convertible Preferred Stock Certificate (7)
     4.11      Certificate of the Designations,  Powers,  Preferences and Rights
               of the Series D Convertible Preferred Stock (7)
     4.12      Warrant to Purchase Common Stock with Cyndel & Co. (7)
     4.13      Warrant Agreement with KSH Investment Group, Inc. (7)
     4.14      Warrant to Purchase  Common Stock with R.F.  Lafferty & Co., Inc.
               (7)
     4.15      Warrant to Purchase Common Stock with Dr. Michael B. Limberg (10)
     4.16      Warrant to Purchase Common Stock with John W. Hemmer (10)
     4.17      Stock Purchase Warrant with Triton West Group, Inc.(12)
     4.18      Warrant  to  Purchase  Common  Stock with KSH  Investment  Group,
               Inc.(12)
     4.19      Warrants to Purchase  Common Stock with  Consulting for Strategic
               Growth, Ltd.(12)
     5.1       Opinion of Mackey Price & Williams
     10.1      Exclusive Patent License Agreement with Photomed(1)
     10.2      Consulting Agreement with Dr. Daniel M. Eichenbaum(1)
     10.3      Lease with Eden Roc (4)
     10.4      1995 Stock Option Plan and forms of Stock Option Grant  Agreement
               (1)
     10.5      Form of Promissory Note with Note Holders re bridge financing (1)
     10.6      Agreement for Purchase and Sale of Assets with  Humphrey  Systems
               Division of Carl Zeiss, Inc. (5)
     10.7      Employment Agreement with Thomas F. Motter (6)
     10.8      Asset Purchase  Agreement with Mentor Corp.,  Mentor  Opthalmics,
               Inc. and Mentor Medical, Inc. (8)
     10.9      Transition   Services   Agreement   with  Mentor  Corp.,   Mentor
               Opthalmics, Inc., and Mentor Medical, Inc. (8)

                                      II-3



     10.10     Severance  Agreement and General  Release with Michael W. Stelzer
               (8)
     10.11     Consulting Agreement with Dr. Michael B. Limberg (8)
     10.12     Renewed Consulting Agreement with Dr. Michael B. Limberg (10)
     10.13     Mutual Release and Settlement Agreement with Zevex International,
               Inc. (8)
     10.14     Consulting Agreement with Douglas Adams (8)
     10.15     Agreement and Plan of  Reorganization  with Paradigm  Subsidiary,
               Inc., and Vismed, Inc. d/b/a Dicon (9)
     10.16     Agreement and Plan of Merger with Paradigm  Subsidiary,  Inc. and
               Vismed Inc. d/b/a Dicon (9)
     10.17     Registration Rights Agreement with Paradigm Subsidiary,  Inc. and
               certain shareholders of Vismed, Inc. d/b/a Dicon (9)
     10.18     Indemnification  Agreement  with  Paradigm  Subsidiary,  Inc. and
               certain shareholders of Vismed, Inc. d/b/a Dicon (9)
     10.19     Consulting Agreement with Cyndel & Co., Inc. (10)
     10.20     Stock  Purchase  Agreement  with  Occular  Blood Flow,  Ltd.  and
               Malcolm Redman (10)
     10.21     Consulting Agreement with Malcolm Redman (10)
     10.22     Royalty Agreement with Malcolm Redman (10)
     10.23     Registration Rights with Malcolm Redman (10)
     10.24     General  Financial  Advisory  Services  Agreement  with  McDonald
               Investments Inc. (11)
     10.25     Agreements with Steven J. Bayern and Patrick M. Kolenik (11)
     10.26     Employment Agreement with Mark R. Miehle (12)
     10.27     Employment Agreement with John W. Hemmer (12)
     10.28     Private  Equity Line of Credit  Agreement with Triton West Group,
               Inc. (12)
     10.29     Renewed  General  Financial   Advisory  Services  Agreement  with
               McDonald Investments. (12)
     10.30     Renewed Consulting Agreement with Dr. Michael B. Limberg (12)
     10.31     Agreement with KSH Investment Group, Inc. (12)
     10.32     Renewed Consulting Agreement with Dr. Michael B. Limberg (13)
     10.33     Settlement Agreement with Mentor Corporation (13)
     10.34     Consulting Agreement with Rodman & Renshaw, Inc. (13)
     10.35     Consulting Agreement with Barry Kaplan Associates (14)
     10.36     Asset Purchase Agreement with Innovative Optics,  Inc. and Barton
               Dietrich Investments, L.P.(15)
     10.37     Escrow Agreement with Innovative  Optics,  Inc.,  Barton Dietrich
               Investments, L.P. and Mackey Price & Williams(15)
     10.38     Assignment  and  Assumption  Agreement  with  Innovative  Optics,
               Inc.(15)
     10.39     General  Assignment  and  Bill of Sale  with  Innovative  Optics,
               Inc.(15)
     10.40     Non-Competition  and  Confidentiality  Agreement  with  Mario  F.
               Barton(15)
     10.41     Termination of Employment Agreement with Mark R. Miehle(17)
     10.42     Consulting Agreement with Mark R. Miehle(17)
     10.43     Employment Agreement with Jeffrey F. Poore
     23.1      Consent of Mackey Price & Williams (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 Quarterly  Report on Form 10-QSB,
               as filed on August 1, 1998.
     (6)       Incorporated by reference from Quarter Report on Form 10-QSB,  as
               filed on November 12, 1998.
     (7)       Incorporated  by reference  from  Registration  Statement on Form
               SB-2, as filed on April 29, 1999.
     (8)       Incorporated  by reference from Annual Report on Form 10-KSB,  as
               filed on March 30, 2000.
     (9)       Incorporated  by  reference  from Form  8-K,  as filed on June 5,
               2000.
     (10)      Incorporated by reference from Report on Form 10-QSB, as filed on
               August 16, 2000.
     (11)      Incorporated by reference from Report on Form 10-QSB, as filed on
               November 1, 2000.
     (12)      Incorporated by reference from Report on Form 10-KSB, as filed on
               March 15, 2001.
     (13)      Incorporated by reference from Report on Form 10-QSB, as filed on
               June 30, 2001.
     (14)      Incorporated by reference from Report on Form 10-QSB, as filed on
               September 30, 2001.
     (15)      Incorporated  by reference  from  Current  Report on Form 8-K, as
               filed on March 5, 2002.
     (16)      Incorporated  by reference from  Amendment No. 1 to  Registration
               Statement on Form S-3, as filed on March 20, 2002.
     (17)      Incorporated by reference from Report on Form 10-QSB, as filed on
               November 18, 2002.

    (b)  Reports on Form 8-K
         -------------------

         Current Report on Form 8-K, as filed on April 29, 2003.

  Item 17.  Undertakings


                                      II-4



         The undersigned  registrant  hereby undertakes (a) subject to the terms
and  conditions  of Section  15(d) of the  Securities  Exchange Act of 1934 (the
"Exchange  Act"),  to file with the  Securities  and  Exchange  Commission  such
supplementary  and  periodic  information,  documents  and  reports  as  may  be
prescribed by any rule or regulation of the  Commission  heretofore or hereafter
duly adopted pursuant to authority conferred in that section; (b) to provide the
underwriter at the closing specified in the underwriting  agreement certificates
in  such   denominations  and  registered  in  the  names  as  required  by  the
underwriters  to permit  prompt  delivery to each  purchaser;  (c) if any public
offering by the  underwriters  is to be made on terms  differing  from those set
forth on the cover page of the prospectus,  to file a  post-effective  amendment
setting forth the terms of such offering;  and (d) to deregister,  by means of a
post- effective amendment, any securities covered by this registration statement
that remain unsold at the termination of this offering.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (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,
the  information  omitted  from  the  form  of  prospectus  filed  as  part of a
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, each  post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering of those securities.

         The undersigned  registrant  also undertakes that it will file,  during
any period in which it offers or sells securities,  a post- effective  amendment
to this registration statement to (i) include any prospectus required by Section
10(a)(3) of the  Securities  Act,  (ii) reflect in the  prospectus  any facts or
events which,  individually or together,  represent a fundamental  change in the
information in the registration  statement,  and (iii) include any additional or
changed material information on the plan of distribution.

         The undersigned  registrant  further  undertakes  that, for purposes of
determining  any liability under the Securities Act, each filing of registrant's
annual  report  pursuant to section  13(a) or section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



                                      II-5


                                   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 S-3 and has duly caused this  registration
statement  to be signed on its  behalf by the  undersigned,  in Salt Lake  City,
State of Utah, on the 7th day of May, 2003.

                                              PARADIGM MEDICAL INDUSTRIES, INC.




                                             By: /s/ Jeffrey F. Poore
                                             -----------------------------------
                                             Jeffrey R. Poore, President and
                                             Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Jeffrey F. Poore as his true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this  Registration  Statement,  and to file the same, with
all Exhibits  thereto,  and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite  or  necessary  to be done in and about the  premises  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that  said  attorney-in-fact  and  agent or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

         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     May 7, 2003
------------------------   (Principal Executive Officer)
Jeffrey F. Poore


 /s/ Randall A. Mackey     Chairman of the Board and Secretary       May 7, 2003
------------------------
Randall A. Mackey



 /s/ David M. Silver       Director                                  May 7, 2003
------------------------
David M. Silver



 /s/ Keith D. Ignotz       Director                                  May 7, 2003
------------------------
Keith D. Ignotz



 /s/ Heber C. Maughan      Vice President of Finance, Treasurer      May 7, 2003
------------------------   and Chief Financial Officer (Principal
Heber C. Maughan           Financial and Accounting Officer)





                                      II-6