PARADIGM MEDICAL INDUSTRIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>paradigm8kexh104.txt
<TEXT>
                                  Exhibit 10.4
                                  ------------


                               SECURITY AGREEMENT


         SECURITY AGREEMENT (this  "Agreement"),  dated as of February 28, 2006,
by  and  among  Paradigm  Medical  Industries,   Inc.,  a  Delaware  corporation
("Company"),  and the  secured  parties  signatory  hereto and their  respective
endorsees, transferees and assigns (collectively, the "Secured Party").

                              W I T N E S S E T H:

         WHEREAS,  pursuant to a Securities Purchase  Agreement,  dated the date
hereof,  between  Company  and the  Secured  Party (the  "Purchase  Agreement"),
Company  has  agreed to issue to the  Secured  Party and the  Secured  Party has
agreed to  purchase  from  Company  certain of  Company's  8%  Callable  Secured
Convertible  Notes, due three years from the date of issue (the "Notes"),  which
are convertible into shares of Company's Common Stock, par value $.001 per share
(the "Common Stock"). In connection  therewith,  Company shall issue the Secured
Party certain Common Stock purchase warrants (the "Warrants"); and

         WHEREAS,  in order to induce the Secured  Party to purchase  the Notes,
Company has agreed to execute and  deliver to the Secured  Party this  Agreement
for the  benefit  of the  Secured  Party  and to  grant  to it a first  priority
security  interest in certain  property of Company to secure the prompt payment,
performance  and  discharge  in full of all of Company's  obligations  under the
Notes and exercise and  discharge  in full of  Company's  obligations  under the
Warrants.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Certain Definitions.  As used in this Agreement, the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as  "general  intangibles"  and  "proceeds")  shall  have  the  respective
meanings given such terms in Article 9 of the UCC.

              (a)  "Collateral"  means the collateral in which the Secured Party
is granted a security  interest by this  Agreement  and which shall  include the
following,  whether presently owned or existing or hereafter  acquired or coming
into existence,  and all additions and accessions  thereto and all substitutions
and  replacements  thereof,  and all  proceeds,  products and accounts  thereof,
including,  without  limitation,  all proceeds  from the sale or transfer of the
Collateral  and of  insurance  covering  the  same  and of any  tort  claims  in
connection therewith:

                     (i)  All   Goods  of  the   Company,   including,   without
limitations, all machinery, equipment, computers, motor vehicles, trucks, tanks,
boats, ships, appliances,  furniture,  special and general tools, fixtures, test
and quality  control  devices and other  equipment  of every kind and nature and

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wherever   situated,   together  with  all  documents  of  title  and  documents
representing  the same,  all  additions  and  accessions  thereto,  replacements
therefor,  all parts therefor,  and all substitutes for any of the foregoing and
all other items used and useful in connection with the Company's  businesses and
all improvements thereto (collectively, the "Equipment"); and

                     (ii) All Inventory of the Company; and

                     (iii) All of the  Company's  contract  rights  and  general
intangibles,  including, without limitation, all partnership interests, stock or
other securities, licenses, distribution and other agreements, computer software
development  rights,  leases,   franchises,   customer  lists,  quality  control
procedures,  grants and  rights,  goodwill,  trademarks,  service  marks,  trade
styles, trade names, patents, patent applications, copyrights, deposit accounts,
and income tax refunds (collectively, the "General Intangibles"); and

                     (iv) All Receivables of the Company including all insurance
proceeds,  and rights to refunds or indemnification  whatsoever owing,  together
with all instruments,  all documents of title representing any of the foregoing,
all rights in any  merchandising,  goods,  equipment,  motor vehicles and trucks
which  any of the  same  may  represent,  and all  right,  title,  security  and
guaranties with respect to each  Receivable,  including any right of stoppage in
transit; and

                     (v) All of the Company's documents, instruments and chattel
paper, files, records, books of account,  business papers, computer programs and
the  products  and  proceeds  of all of the  foregoing  Collateral  set forth in
clauses (i)-(iv) above.

              (b)  "Company"  shall mean,  collectively,  Company and all of the
subsidiaries  of Company,  a list of which is contained in Schedule A,  attached
hereto.

              (c)  "Obligations"  means all of the Company's  obligations  under
this Agreement and the Notes, in each case,  whether now or hereafter  existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or  unliquidated,  whether or not jointly owed with  others,  and whether or not
from time to time  decreased or  extinguished  and later  decreased,  created or
incurred,  and all or any portion of such  obligations or  liabilities  that are
paid,  to the  extent all or any part of such  payment  is avoided or  recovered
directly  or  indirectly  from the  Secured  Party as a  preference,  fraudulent
transfer  or  otherwise  as  such  obligations  may  be  amended,  supplemented,
converted, extended or modified from time to time.

              (d) "UCC" means the  Uniform  Commercial  Code,  as  currently  in
effect in the State of New York.

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         2. Grant of Security  Interest.  As an inducement for the Secured Party
to purchase the Notes and to secure the complete and timely payment, performance
and  discharge  in  full,  as the case may be,  of all of the  Obligations,  the
Company  hereby,   unconditionally   and   irrevocably,   pledges,   grants  and
hypothecates  to the  Secured  Party,  a  continuing  security  interest  in,  a
continuing  first lien upon, an unqualified  right to possession and disposition
of and a right of set-off against,  in each case to the fullest extent permitted
by law, all of the Company's  right,  title and interest of whatsoever  kind and
nature in and to the Collateral (the "Security Interest").

         3.  Representations,   Warranties,  Covenants  and  Agreements  of  the
Company.  The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:

              (a) The Company has the requisite corporate power and authority to
enter into this Agreement and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by the Company of this Agreement and the
filings  contemplated  therein have been duly authorized by all necessary action
on the part of the  Company and no further  action is  required by the  Company.
This Agreement  constitutes a legal, valid and binding obligation of the Company
enforceable  in  accordance  with its  terms,  except as  enforceability  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting the enforcement of creditor's rights generally.

              (b) The Company  represents  and warrants  that it has no place of
business or offices where its  respective  books of account and records are kept
(other than  temporarily  at the offices of its  attorneys  or  accountants)  or
places where Collateral is stored or located,  except as set forth on Schedule A
attached hereto;

              (c) The  Company is the sole owner of the  Collateral  (except for
non-exclusive  licenses  granted  by the  Company  in  the  ordinary  course  of
business), free and clear of any liens, security interests, encumbrances, rights
or claims,  and is fully  authorized  to grant the  Security  Interest in and to
pledge the  Collateral,  except as set forth on Schedule C. There is not on file
in any  governmental  or  regulatory  authority,  agency or recording  office an
effective financing  statement,  security agreement,  license or transfer or any
notice of any of the  foregoing  (other than those that have been filed in favor
of the Secured Party  pursuant to this  Agreement)  covering or affecting any of
the  Collateral,  except as set forth on Schedule  C. So long as this  Agreement
shall be in effect, the Company shall not execute and shall not knowingly permit
to be on file in any such office or agency any such financing statement or other
document or  instrument  (except to the extent filed or recorded in favor of the
Secured Party pursuant to the terms of this  Agreement),  except as set forth on
Schedule C.

              (d)  No  part  of  the  Collateral  has  been  judged  invalid  or
unenforceable.  No written claim has been  received  that any  Collateral or the
Company's use of any  Collateral  violates the rights of any third party.  There
has been no adverse  decision to the Company's  claim of ownership  rights in or
exclusive  rights to use the Collateral in any  jurisdiction or to the Company's

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right to keep and maintain such  Collateral in full force and effect,  and there
is no proceeding  involving said rights pending or, to the best knowledge of the
Company,   threatened  before  any  court,  judicial  body,   administrative  or
regulatory agency, arbitrator or other governmental authority.

              (e) The Company  shall at all times  maintain its books of account
and records  relating to the  Collateral at its principal  place of business and
its Collateral at the locations set forth on Schedule A attached  hereto and may
not relocate such books of account and records or tangible  Collateral unless it
delivers  to the  Secured  Party at least 30 days prior to such  relocation  (i)
written notice of such  relocation  and the new location  thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate   financing
statements and other necessary  documents have been filed and recorded and other
steps have been taken to perfect the Security Interest to create in favor of the
Secured  Party valid,  perfected  and  continuing  first  priority  liens in the
Collateral.

              (f) This  Agreement  creates in favor of the Secured Party a valid
security interest in the Collateral  securing the payment and performance of the
Obligations and, upon making the filings described in the immediately  following
sentence,  a perfected  first  priority  security  interest in such  Collateral.
Except for the filing of financing  statements  on Form-1 under the UCC with the
jurisdictions  indicated on Schedule B, attached  hereto,  no  authorization  or
approval of or filing with or notice to any governmental authority or regulatory
body is required  either for the grant by the  Company of, or the  effectiveness
of, the Security  Interest  granted  hereby or for the  execution,  delivery and
performance  of  this  Agreement  by the  Company  or for the  perfection  of or
exercise by the Secured Party of its rights and remedies hereunder.

              (g) On the date of execution of this  Agreement,  the Company will
deliver to the Secured Party one or more  executed UCC  financing  statements on
Form-1 with respect to the Security  Interest for filing with the  jurisdictions
indicated on Schedule B, attached hereto and in such other  jurisdictions as may
be requested by the Secured Party.

              (h) Except as set forth on Schedule C, the execution, delivery and
performance  of this  Agreement  does not  conflict  with or  cause a breach  or
default,  or an event that with or without the passage of time or notice,  shall
constitute  a breach or default,  under any  agreement to which the Company is a
party  or by  which  the  Company  is  bound.  No  consent  (including,  without
limitation,  from stock holders or creditors of the Company) is required for the
Company to enter into and perform its obligations hereunder.

              (i) The Company shall at all times maintain the liens and Security
Interest  provided for hereunder as valid and perfected first priority liens and
security  interests in the  Collateral  in favor of the Secured Party until this
Agreement  and the  Security  Interest  hereunder  shall  terminate  pursuant to
Section 11. The  Company  hereby  agrees to defend the same  against any and all
persons.  The Company shall safeguard and protect all Collateral for the account
of the Secured Party. At the request of the Secured Party, the Company will sign
and  deliver to the  Secured  Party at any time or from time to time one or more
financing  statements  pursuant to the UCC (or any other applicable  statute) in
form  reasonably  satisfactory  to the  Secured  Party  and will pay the cost of

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<PAGE>

filing the same in all public  offices  wherever  filing is, or is deemed by the
Secured Party to be, necessary or desirable to effect the rights and obligations
provided for herein.  Without  limiting the  generality  of the  foregoing,  the
Company shall pay all fees,  taxes and other  amounts  necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish to the  Secured  Party from time to time,  upon  demand,  such  releases
and/or  subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

              (j) The Company will not transfer, pledge, hypothecate,  encumber,
license  (except  for  non-exclusive  licenses  granted  by the  Company  in the
ordinary course of business), sell or otherwise dispose of any of the Collateral
without the prior written consent of the Secured Party.

              (k) The Company shall keep and preserve its  Equipment,  Inventory
and other tangible Collateral in good condition,  repair and order and shall not
operate or locate any such  Collateral  (or cause to be  operated or located) in
any area excluded from insurance coverage.

              (l) The Company shall, within ten (10) days of obtaining knowledge
thereof,  advise the  Secured  Party  promptly,  in  sufficient  detail,  of any
substantial  change in the Collateral,  and of the occurrence of any event which
would have a material  adverse  effect on the value of the  Collateral or on the
Secured Party's security interest therein.

              (m) The Company shall promptly  execute and deliver to the Secured
Party such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take
such further  action as the Secured  Party may from time to time request and may
in its sole  discretion  deem  necessary  to  perfect,  protect or  enforce  its
security interest in the Collateral including, without limitation, the execution
and delivery of a separate  security  agreement  with  respect to the  Company's
intellectual property  ("Intellectual Property Security Agreement") in which the
Secured Party has been granted a security interest hereunder, substantially in a
form  acceptable to the Secured  Party,  which  Intellectual  Property  Security
Agreement,  other than as stated  therein,  shall be subject to all of the terms
and conditions hereof.

              (n)  The  Company   shall   permit  the  Secured   Party  and  its
representatives  and agents to inspect the  Collateral at any time,  and to make
copies of  records  pertaining  to the  Collateral  as may be  requested  by the
Secured Party from time to time.

              (o) The  Company  will  take all  steps  reasonably  necessary  to
diligently pursue and seek to preserve,  enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.

              (p) The  Company  shall  promptly  notify  the  Secured  Party  in
sufficient detail upon becoming aware of any attachment,  garnishment, execution
or  other  legal  process  levied  against  any  Collateral  and  of  any  other
information  received by the Company that may materially affect the value of the
Collateral,  the  Security  Interest  or the rights and  remedies of the Secured
Party hereunder.

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<PAGE>

              (q) All information  heretofore,  herein or hereafter  supplied to
the Secured Party by or on behalf of the Company with respect to the  Collateral
is accurate and complete in all material respects as of the date furnished.

              (r)  Schedule  A  attached  hereto  contains  a list of all of the
subsidiaries of Company.

         4. Defaults. The following events shall be "Events of Default":

              (a) The  occurrence  of an Event of  Default  (as  defined  in the
Notes) under the Notes;

              (b)  Any  representation  or  warranty  of  the  Company  in  this
Agreement or in the Intellectual Property Security Agreement shall prove to have
been incorrect in any material respect when made;

              (c) The  failure by the  Company to observe or perform  any of its
obligations hereunder or in the Intellectual Property Security Agreement for ten
(10) days  after  receipt  by the  Company  of notice of such  failure  from the
Secured Party; and

              (d) Any breach of, or default under, the Warrants.

         5. Duty To Hold In Trust.  Upon the  occurrence of any Event of Default
and at any  time  thereafter,  the  Company  shall,  upon  receipt  by it of any
revenue, income or other sums subject to the Security Interest,  whether payable
pursuant  to the  Notes  or  otherwise,  or of any  check,  draft,  note,  trade
acceptance  or other  instrument  evidencing  an obligation to pay any such sum,
hold the same in trust for the  Secured  Party and shall  forthwith  endorse and
transfer  any such  sums or  instruments,  or both,  to the  Secured  Party  for
application to the satisfaction of the Obligations.

         6. Rights and Remedies  Upon Default.  Upon  occurrence of any Event of
Default and at any time  thereafter,  the Secured  Party shall have the right to
exercise all of the remedies  conferred  hereunder and under the Notes,  and the
Secured  Party shall have all the rights and  remedies of a secured  party under
the UCC and/or any other  applicable law (including the Uniform  Commercial Code
of  any  jurisdiction  in  which  any  Collateral  is  then  located).   Without
limitation, the Secured Party shall have the following rights and powers:

              (a) The Secured  Party shall have the right to take  possession of
the Collateral and, for that purpose,  enter, with the aid and assistance of any
person,  any premises where the  Collateral,  or any part thereof,  is or may be
placed and remove the same,  and the Company shall  assemble the  Collateral and
make it available to the Secured  Party at places which the Secured  Party shall
reasonably  select,  whether at the Company's  premises or  elsewhere,  and make
available to the Secured Party,  without rent,  all of the Company's  respective
premises and facilities  for the purpose of the Secured Party taking  possession
of, removing or putting the Collateral in saleable or disposable form.

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<PAGE>

              (b) The Secured Party shall have the right to operate the business
of the Company using the  Collateral  and shall have the right to assign,  sell,
lease or otherwise dispose of and deliver all or any part of the Collateral,  at
public or private sale or otherwise,  either with or without special  conditions
or stipulations, for cash or on credit or for future delivery, in such parcel or
parcels  and at such time or times and at such  place or  places,  and upon such
terms and conditions as the Secured Party may deem commercially reasonable,  all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the Company,  which are hereby  expressly  waived.  Upon each such sale,  lease,
assignment  or other  transfer  of  Collateral,  the Secured  Party may,  unless
prohibited by applicable law which cannot be waived, purchase all or any part of
the Collateral being sold, free from and discharged of all trusts, claims, right
of redemption and equities of the Company, which are hereby waived and released.

         7.  Applications of Proceeds.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys'  fees and expenses  incurred by the Secured  Party in  enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other  amounts  required by  applicable  law,  after which the Secured Party
shall pay to the  Company any surplus  proceeds.  If, upon the sale,  license or
other  disposition of the Collateral,  the proceeds  thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency, together with interest thereon, at the rate of 15%
per  annum  (the  "Default  Rate"),  and the  reasonable  fees of any  attorneys
employed  by the  Secured  Party  to  collect  such  deficiency.  To the  extent
permitted by applicable law, the Company waives all claims,  damages and demands
against the Secured Party arising out of the repossession, removal, retention or
sale of the Collateral, unless due to the gross negligence or willful misconduct
of the Secured Party.

         8. Costs and  Expenses.  The  Company  agrees to pay all  out-of-pocket
fees,  costs and  expenses  incurred  in  connection  with any  filing  required
hereunder, including without limitation, any financing statements,  continuation
statements,  partial releases and/or  termination  statements related thereto or
any  expenses of any  searches  reasonably  required by the Secured  Party.  The
Company  shall also pay all other  claims and  charges  which in the  reasonable
opinion of the Secured Party might  prejudice,  imperil or otherwise  affect the
Collateral or the Security Interest therein. The Company will also, upon demand,
pay to the  Secured  Party  the  amount  of any  and  all  reasonable  expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents,  which the Secured Party may incur in connection with the enforcement of
this Agreement, the custody or preservation of, or the sale of, collection from,
or other realization upon, any of the Collateral, or the exercise or enforcement
of any of the rights of the Secured  Party under the Notes.  Until so paid,  any
fees payable  hereunder shall be added to the principal  amount of the Notes and
shall bear interest at the Default Rate.

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<PAGE>

         9.  Responsibility for Collateral.  The Company assumes all liabilities
and responsibility in connection with all Collateral, and the obligations of the
Company  hereunder  or  under  the  Notes  and the  Warrants  shall in no way be
affected or  diminished by reason of the loss,  destruction,  damage or theft of
any of the Collateral or its unavailability for any reason.

         10. Security Interest Absolute. All rights of the Secured Party and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: any lack of validity or enforceability  of this Agreement,  the
Notes,  the  Warrants  or any  agreement  entered  into in  connection  with the
foregoing,  or any portion hereof or thereof;  any change in the time, manner or
place of payment or  performance  of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Notes,  the Warrants or any other agreement  entered into in connection
with  the  foregoing;  any  exchange,  release  or  nonperfection  of any of the
Collateral,  or any release or  amendment  or waiver of or consent to  departure
from any other collateral for, or any guaranty,  or any other security,  for all
or any of the  Obligations;  any action by the Secured Party to obtain,  adjust,
settle and cancel in its sole discretion any insurance claims or matters made or
arising in connection with the Collateral; or any other circumstance which might
otherwise constitute any legal or equitable defense available to the Company, or
a discharge of all or any part of the Security  Interest  granted hereby.  Until
the  Obligations  shall have been paid and performed in full,  the rights of the
Secured Party shall continue even if the  Obligations are barred for any reason,
including,  without  limitation,  the running of the statute of  limitations  or
bankruptcy.  The  Company  expressly  waives  presentment,  protest,  notice  of
protest,  demand, notice of nonpayment and demand for performance.  In the event
that at any time any transfer of any  Collateral or any payment  received by the
Secured Party  hereunder  shall be deemed by final order of a court of competent
jurisdiction to have been a voidable  preference or fraudulent  conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due to any party  other than the  Secured  Party,  then,  in any such
event, the Company's  obligations  hereunder shall survive  cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of this  Agreement,  but shall  remain a valid and binding
obligation  enforceable in accordance with the terms and provisions  hereof. The
Company  waives all right to require  the Secured  Party to proceed  against any
other person or to apply any Collateral  which the Secured Party may hold at any
time, or to marshal  assets,  or to pursue any other remedy.  The Company waives
any defense  arising by reason of the  application of the statute of limitations
to any obligation secured hereby.

         11. Term of Agreement.  This Agreement and the Security  Interest shall
terminate  on the date on which all  payments  under the Notes have been made in
full  and all  other  Obligations  have  been  paid  or  discharged.  Upon  such
termination,  the  Secured  Party,  at the  request  and at the  expense  of the
Company,  will join in executing any  termination  statement with respect to any
financing statement executed and filed pursuant to this Agreement.

                                       8
<PAGE>

         12. Power of Attorney; Further Assurances.

              (a) The  Company  authorizes  the Secured  Party,  and does hereby
make, constitute and appoint it, and its respective officers, agents, successors
or assigns with full power of  substitution,  as the  Company's  true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after the occurrence and during the continuance of an Event of Default,  endorse
any  notes,  checks,  drafts,  money  orders,  or other  instruments  of payment
(including  payments  payable under or in respect of any policy of insurance) in
respect of the Collateral that may come into possession of the Secured Party; to
sign and endorse any UCC financing statement or any invoice,  freight or express
bill, bill of lading,  storage or warehouse  receipts,  drafts against  debtors,
assignments,  verifications  and notices in connection with accounts,  and other
documents relating to the Collateral; to pay or discharge taxes, liens, security
interests or other  encumbrances  at any time levied or placed on or  threatened
against the Collateral; to demand, collect, receipt for, compromise,  settle and
sue for monies due in respect of the  Collateral;  and generally,  to do, at the
option of the Secured Party, and at the Company's expense,  at any time, or from
time to time,  all acts and things  which the Secured  Party deems  necessary to
protect,  preserve and realize  upon the  Collateral  and the Security  Interest
granted therein in order to effect the intent of this  Agreement,  the Notes and
the Warrants, all as fully and effectually as the Company might or could do; and
the Company hereby ratifies all that said attorney shall lawfully do or cause to
be done by virtue hereof. This power of attorney is coupled with an interest and
shall be  irrevocable  for the term of this  Agreement and thereafter as long as
any of the Obligations shall be outstanding.

              (b)  On a  continuing  basis,  the  Company  will  make,  execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction,  including,  without  limitation,  the
jurisdictions  indicated on Schedule B, attached hereto,  all such  instruments,
and take all such action as may reasonably be deemed necessary or advisable,  or
as reasonably  requested by the Secured Party, to perfect the Security  Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or for assuring  and  confirming  to the Secured  Party the grant or
perfection of a security interest in all the Collateral.

              (c) The Company hereby  irrevocably  appoints the Secured Party as
the Company's  attorney-in-fact,  with full  authority in the place and stead of
the  Company  and in the name of the  Company,  from time to time in the Secured
Party's  discretion,  to take any action and to execute any instrument which the
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of the Company where permitted by law.

         13. Notices.  All notices,  requests,  demands and other communications
hereunder shall be in writing,  with copies to all the other parties hereto, and
shall be deemed to have been duly given when if delivered by hand, upon receipt,
if sent by  facsimile,  upon  receipt  of proof of sending  thereof,  if sent by
nationally  recognized overnight delivery service (receipt requested),  the next

                                       9
<PAGE>

business day or if mailed by first-class  registered or certified  mail,  return
receipt requested,  postage prepaid,  four days after posting in the U.S. mails,
in each case if delivered to the following addresses:

         If to the Company:           Paradigm Medical Industries, Inc.
                                      2355 South 1070 West
                                      Salt Lake City, UT 84119
                                      Attention: Chief Executive Officer
                                      Telephone:        (801) 977-8970
                                      Facsimile:        (801) 977-8973



         With a copy to:              Mackey Price Thompson & Ostler
                                      350 American Plaza II
                                      57 West 200 South
                                      Salt Lake City, UT 84101
                                      Attention:   Randall A. Mackey, Esq.
                                      Telephone:  (801) 575-5000
                                      Facsimile:   (801) 575-5006



                                       10
<PAGE>




         If to the Secured Party:     AJW Partners, LLC
                                      AJW Offshore, Ltd.
                                      AJW Qualified Partners, LLC
                                      New Millennium Capital Partners II, LLC
                                      1044 Northern Boulevard
                                      Suite 302
                                      Roslyn, New York  11576
                                      Attention:  Corey Ribotsky
                                      Facsimile:  516-739-7115

         With a copy to:              Ballard Spahr Andrews & Ingersoll, LLP
                                      1735 Market Street, 51st Floor
                                      Philadelphia, Pennsylvania  (19103)
                                      Attention:  Gerald J. Guarcini, Esq.
                                      Facsimile:  215-864-8999

         (14.) Other  Security.  To the extent that the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Secured Party shall have the right, in its sole discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured  Party's rights and
remedies hereunder.

         (15.) Miscellaneous(.)

              (a) No course of  dealing  between  the  Company  and the  Secured
Party, nor any failure to exercise, nor any delay in exercising,  on the part of
the Secured Party,  any right,  power or privilege  hereunder or under the Notes
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or  privilege  hereunder or  thereunder  preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

              (b) All of the  rights  and  remedies  of the  Secured  Party with
respect to the Collateral,  whether established hereby or by the Notes or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised singly or concurrently.

              (c) This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and is intended to supersede all prior
negotiations,  understandings  and agreements  with respect  thereto.  Except as
specifically set forth in this Agreement,  no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement and signed by the parties hereto.

              (d) In the event that any  provision of this  Agreement is held to
be invalid,  prohibited or  unenforceable  in any  jurisdiction  for any reason,
unless such  provision  is narrowed by  judicial  construction,  this  Agreement

                                       11
<PAGE>

shall, as to such jurisdiction,  be construed as if such invalid,  prohibited or
unenforceable  provision had been more  narrowly  drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of
this  Agreement  is held  to be  invalid,  prohibited  or  unenforceable  in any
jurisdiction,  such provision, as to such jurisdiction,  shall be ineffective to
the  extent  of  such  invalidity,   prohibition  or  unenforceability   without
invalidating the remaining  portion of such provision or the other provisions of
this  Agreement  and without  affecting the validity or  enforceability  of such
provision or the other provisions of this Agreement in any other jurisdiction.

              (e) No waiver of any  breach or  default  or any right  under this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.

              (f) This Agreement  shall be binding upon and inure to the benefit
of each party hereto and its successors and assigns.

              (g) Each party  shall take such  further  action and  execute  and
deliver such further  documents as may be necessary or  appropriate  in order to
carry out the provisions and purposes of this Agreement.

              (h) This Agreement  shall be construed in accordance with the laws
of the State of New York,  except to the  extent  the  validity,  perfection  or
enforcement  of a security  interest  hereunder  in  respect  of any  particular
Collateral which are governed by a jurisdiction other than the State of New York
in which case such law shall  govern.  Each of the  parties  hereto  irrevocably
submit to the  exclusive  jurisdiction  of any New York  State or United  States
Federal court sitting in Manhattan county over any action or proceeding  arising
out of or relating to this Agreement,  and the parties hereto hereby irrevocably
agree that all claims in respect of such action or  proceeding  may be heard and
determined  in such New York State or Federal  court.  The parties  hereto agree
that a final  judgment in any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner  provided by law. The parties hereto further waive any objection to venue
in the State of New York and any  objection  to an action or  proceeding  in the
State of New York on the basis of forum non conveniens.

              (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING OF
ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER
OF THIS AGREEMENT,  INCLUDING WITHOUT LIMITATION  CONTRACT CLAIMS,  TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY
HERETO  ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY

                                       12
<PAGE>

ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS  THAT IT HAS REVIEWED  THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT
SUCH  PARTY HAS  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ITS RIGHTS TO A JURY TRIAL
FOLLOWING  SUCH  CONSULTATION.   THIS  WAIVER  IS  IRREVOCABLE,   MEANING  THAT,
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT.  IN THE EVENT OF A
LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY THE
COURT.

              (j) This Agreement may be executed in any number of  counterparts,
each of which when so  executed  shall be deemed to be an original  and,  all of
which taken together shall  constitute one and the same Agreement.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid  binding  obligation  of the party  executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature were the original thereof.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       13
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Security
Agreement to be duly executed on the day and
year first above written.


                                  PARADIGM MEDICAL INDUSTRIES, INC.



                                  By:  /s/Raymond P.L. Cannefax
                                       ------------------------
                                        Raymond P.L. Cannefax
                                        President and Chief Executive Officer



                                  AJW PARTNERS, LLC
                                  By: SMS Group, LLC



                                  By:  /s/Corey S. Ribotsky
                                       --------------------
                                        Corey S. Ribotsky
                                        Manager



                                  AJW OFFSHORE, LTD.
                                  By:  First Street Manager II, LLC



                                  By:  /s/Corey S. Ribotsky
                                       --------------------
                                        Manager


                                  AJW QUALIFIED PARTNERS, LLC
                                  By:  AJW Manager, LLC


                                  By:  /s/Corey S. Ribotsky
                                       --------------------
                                        Manager


                                  NEW MILLENNIUM CAPITAL PARTNERS II, LLC
                                  By:  First Street Manager II, LLC



                                  By:  /s/Corey S. Ribotsky
                                       --------------------
                                        Manager


                                       14


</TEXT>
</DOCUMENT>
