PARADIGM MEDICAL INDUSTRIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>pmi8kexh104.txt
<TEXT>
                                  Exhibit 10.4
                                  ------------


                      GENERAL ASSIGNMENT AND BILL OF SALE


         For value  received,  INNOVATIVE  OPTICS,  INC., a Georgia  corporation
(hereinafter  referred  to  as  "Seller"),   hereby  grants,  conveys,  assigns,
transfers  and sets  over to  PARADIGM  MEDICAL  INDUSTRIES,  INC.,  a  Delaware
corporation  (hereinafter  referred to as "Purchaser"),  all of its right, title
and  interest  in the Assets (as  defined and  described  in the Asset  Purchase
Agreement (as defined  herein)),  as well as all proceeds  from the  conversion,
voluntary,  or  involuntary,  of any of the  foregoing  into cash or  liquidated
claims, including without limitation the proceeds of condemnation awards, all as
more particularly described in that certain Asset Purchase Agreement dated as of
January 31, 2002 to which Seller and Purchaser are parties (the "Asset  Purchase
Agreement") which Asset Purchase Agreement  including the schedules and exhibits
thereto, is hereby incorporated herein by reference.

         To the extent that the assignment of any of the foregoing  requires the
consent of a  governmental  agency or authority  or any other third party,  this
General  Assignment  and Bill of Sale shall not  constitute an assignment of the
same if an  attempted  assignment  would  constitute  a breach  or  cancellation
thereof,  or work a forfeiture  thereof,  but Seller agrees that Seller will use
its best  efforts to obtain  the  written  consent of such other  parties to the
assignment  thereof to Purchaser,  and if such consent is not  obtained,  Seller
will cooperate with Purchaser in any reasonable  arrangement designed to provide
for Purchaser the benefits thereunder, including, without limitation, the rights
and  privileges  thereunder  and the  profits  to be derived  therefrom  and the
enforcement  at Seller's  expense for the  benefit of  Purchaser  of any and all
rights  of  Seller  thereunder  arising  out  of  the  breach,  cancellation  or
forfeiture  before or after the date  hereof by such other party if the basis of
such breach,  cancellation  or forfeiture  rests upon the  purported  prohibited
assignment  thereof  or  the  claim  that  the  arrangement  constitutes  such a
prohibited assignment.

         Seller  hereby  irrevocably  constitutes  and appoints  Purchaser,  its
successors and assigns, its true and lawful attorney with power of substitution,
in the name of Seller,  or  otherwise,  and on behalf of and for the  benefit of
Purchaser,  its successors and assigns,  to demand and receive from time to time
any and all of the Assets hereby conveyed, transferred,  assigned and delivered,
to give  receipts  and  releases  for and in  respect  of the same,  or any part
thereof, and from time to time to institute and prosecute, in the name of Seller
or otherwise,  all such suits and actions at law or in equity as Purchaser,  its
successors  and  assigns,  may deem proper,  to collect,  assert and enforce any
claim,  rights,  title,  debt  or  account  hereby  assigned,   transferred  and
delivered,  or intended so to be, to defend or  compromise  any and all actions,
suits and proceedings in respect of any of the properties, rights and privileges
hereby assigned, transferred or conveyed or intended so to be, and to do any and
all  acts and  things  with  respect  to said  properties  that  Purchaser,  its
successors and assigns shall deem reasonably necessary, Seller hereby declaring,
warranting  and  representing  that the  foregoing  powers are  coupled  with an
interest and shall not be subject to any  revocation  by Seller in any manner or
for any reason whatsoever.

         From and after the date hereof,  Seller shall duly perform such further
acts and  duly  execute,  acknowledge,  and  deliver  all  such  further  deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
reasonably  required to convey to and vest in Purchaser  and protect its rights,


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title and interest in and  enjoyment of all the Assets and business  intended to
be assigned and conveyed  pursuant to this General  Assignment  and Bill of Sale
and as may be appropriate  otherwise to carry out the transactions  contemplated
by this General Assignment and Bill of Sale.

         And Seller for itself, its successors and assigns, covenants and agrees
to and with Purchaser to warrant and forever defend the property  hereby sold to
Purchaser,  its successors and assigns,  against all and every person or persons
whomsoever.

         The terms of this General  Assignment  and Bill of Sale shall be deemed
to supplement the provisions of the Asset  Purchase  Agreement.  In the event of
inconsistency  between  the  terms  of  this  Agreement  and the  Asst  Purchase
Agreement, the terms of the Asset Purchase Agreement shall prevail.

         IN WITNESS  WHEREOF,  Seller has executed this General  Assignment  and
Bill of Sale and delivered it to Purchaser as of the 31st day of January, 2002.

                                            INNOVATIVE OPTICS, INC.



                                            By: /s/ Mario F. Barton
                                            ------------------------------------
                                            Mario F. Barton
                                            Chief Executive Officer


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</TEXT>
</DOCUMENT>
