Edgar Filing: PARADIGM MEDICAL INDUSTRIES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A
(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|X| Preliminary Proxy Statement

|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(3)(2))

|_| Definitive Proxy Statement

|_| Definitive Additional Materials

|_| Soliciting Material Pursuant to ss.240.14a-12

PARADIGM MEDICAL INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)

_________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the Appropriate box):

|X| No fee required.

|_| Fee computed on table below per Securities Exchange Act Rules 15a-6(i)
(4) and 0-11.*

|_| Fee paid previously with preliminary materials.

(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Securities Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and
state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

|_| Check box if any part of the fee is offset as provided by Securities
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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PARADIGM MEDICAL INDUSTRIES, INC.

2355 South 1070 West
Salt Lake City, Utah 84119

July __, 2006

Dear Shareholder:

On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Shareholders of Paradigm Medical Industries, Inc.
(the "Company") to be held on Thursday, August 31, 2006, at 10:00 a.m., Mountain
Daylight Time, at 2355 South 1070 West, Salt Lake City, Utah 84119.

The formal notice of the Annual Meeting and the Proxy Statement have
been made a part of this invitation. Also enclosed is a copy of the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2005.

The matters to be addressed at the meeting will include (i) the
election of four directors; (ii) the approval of the proposed amendment to the
Certificate of Incorporation to increase the number of authorized shares of
common stock from 250,000,000 shares to 800,000,000 shares; (iii) the approval
of the amendment to the 1995 Stock Option Plan to authorize an additional
3,000,000 shares of common stock to be made available for issuance under the
plan; and (iv) the ratification of the appointment of Chisholm, Bierwolf &
Nilson as the Company's registered public independent accountants for the fiscal
year ending December 31, 2006. I will also report on the Company's business
activities and answer any shareholder questions. The Board of Directors
recommends that you vote FOR election of the director nominees, FOR the
amendment to the Certificate of Incorporation to increase the number of
authorized shares, FOR the amendment to the 1995 Stock Option Plan to authorize
additional shares for issuance thereunder, and FOR ratification of appointment
of the registered public independent accountants. Please refer to the Proxy
Statement for detailed information on each of the proposals and the Annual
Meeting.

Your vote is very important. We hope you will take a few minutes to
review the Proxy Statement and complete, sign, and return your Proxy Card in the
envelope provided, even if you plan to attend the meeting. Please note that
sending us your Proxy will not prevent you from voting in person at the meeting,
should you wish to do so.

Thank you for your support of Paradigm Medical Industries, Inc. We look
forward to seeing you at the Annual Meeting.

Sincerely yours,

Raymond P.L. Cannefax
President and Chief Executive
Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 31, 2006
_________________________

To our Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Paradigm Medical Industries, Inc. (the "Company") will held
on Thursday, August 31, 2006, beginning at 10:00 a.m. Mountain Daylight Time, at
the Company's corporate headquarters at 2355 South 1070 West, Salt Lake City,
Utah. At the Annual Meeting, shareholders will consider and act upon the
following matters:

1. To elect a Board of Directors consisting of four directors to
serve until the next annual meeting of shareholders and until
their respective successors are elected and qualified;

2. To approve the proposed amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of
common stock from 250,000,000 to 800,000,000 shares;

3. To amend the Company's 1995 Stock Option Plan to authorize an
additional 3,000,000 shares of common stock to be made available
for issuance under the plan;

4. To ratify the appointment of Chisholm, Bierwolf & Nilson as the
Company's registered public independent accountants for the fiscal
year ending December 31, 2006; and

5. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Also included is a single-page Proxy Card
and a postage prepaid return envelope. Only shareholders of record at the close
of business on July 6, 2006 are entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.

If you do not expect to attend the meeting in person, it is important
that your shares be represented. Please use the enclosed Proxy Card to vote on
the matters to be considered at the meeting, sign and date the proxy card and
mail it promptly in the enclosed envelope, which requires no postage if mailed
in the United States. You may revoke your proxy at any time before the meeting
by written notice to such effect, by submitting a subsequently dated proxy or by
attending the meeting and voting in person. If your shares are held in "street
name," you should instruct your broker how to vote in accordance with your Proxy
Card.

By order of the Board of Directors,

Luis A. Mostacero
Vice President of Finance,
Treasurer and Secretary
July __, 2006
Salt Lake City, Utah

PARADIGM MEDICAL INDUSTRIES, INC.
2355 South 1070 West
Salt Lake City, Utah 84119

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed Proxy is solicited on behalf of the Board of Directors of
Paradigm Medical Industries, Inc., a Delaware corporation (the "Company") for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
Thursday, August 31, 2006, beginning at 10:00 a.m., Mountain Daylight Time, or
at any adjournment(s) thereof. The purposes of the meeting are set forth herein
and in the accompanying Notice of Annual Meeting of Shareholders. The Annual
Meeting will be held at the Company's corporate headquarters at 2355 South 1070
West, Salt Lake City, Utah. This Proxy Statement and accompanying materials are
being mailed on or about July 28, 2006. The Company will bear the cost of this
solicitation.

Record Date

Shareholders of record of the Company's Common Stock at the close of
business on July 6, 2006 are entitled to notice of and to vote at the meeting.
At the record date, 193,956,828 shares of the Company's Common Stock, $.001 par
value, 5,627 shares of the Series A Preferred Stock, 8,986 shares of Series B
Preferred Stock, no shares of Series C Convertible Preferred Stock, 5,000 shares
of Series D Convertible Preferred Stock, 250 shares of Series E Convertible
Preferred Stock, 4,598.75 shares of Series F Preferred Stock, and 588,235 shares
of Series G Preferred Stock were issued and outstanding. Shareholders of Series
A, Series B, Series C, Series D, Series E, Series F and Series G Preferred Stock
are not entitled to vote at the Annual Meeting. Shareholders holding at least
one-third of the outstanding shares of Common Stock represented in person or by
proxy shall constitute a quorum for the transaction of business at the Annual
Meeting.

Revocability of Proxies

Shareholders may revoke any appointment of proxy given pursuant to this
solicitation by delivering the Company a written notice of revocation or a duly
executed proxy bearing a later date or by attending the meeting and voting in
person. An appointment of proxy is revoked upon the death or incapacity of the
shareholder if the Secretary or other officer of the Company authorized to
tabulate votes receives notice of such death or incapacity before the proxy
exercises its authority under the appointment.

Voting and Solicitation

Each shareholder will be entitled to one vote for each share of Common
Stock held at the record date. Assuming a quorum is present, a plurality of
votes cast by the shares entitled to vote in the election of directors will be
required to elect each director. Because the shares of Series A, Series B,
Series C, Series D, Series E, Series F and Series G Preferred Stock are
non-voting securities, the holders thereof will not be entitled to vote at the
Annual Meeting. To approve the granting of the stock options to the outside
directors of the Company, holders of a majority of the shares entitled to vote
at the Annual Meeting must vote in favor of the stock options. The principal
executive offices of the Company are located at 2355 South 1070 West, Salt Lake
City, Utah. In addition to the use of the mails, proxies may be solicited
personally, by telephone, or by facsimile, and the Company may reimburse
brokerage firms and other persons holding shares in the Company in their names
or those of their nominees for their reasonable expenses in forwarding
soliciting materials to the beneficial owners.

ELECTION OF DIRECTORS

Proposal 1

Nominees

The Company's Bylaws do not limit the number of persons serving on the
Company's Board of Directors, and it is contemplated that a board of three
directors will be elected at the Annual Meeting. The Board of Directors
recommends that the shareholders vote "FOR" the election of the four director
nominees listed below. Assuming a quorum is present, a plurality of votes cast
by the shares entitled to vote in the election of directors will be required to
elect each director. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for management's four nominees named below, all of
whom are presently directors of the Company.

In the event that any management nominee is unable or declines to serve
as a director at the time of the Annual Meeting, the proxies will be voted for
any nominee who shall be designated by the present Board of Directors to fill
the vacancy. In the event that additional persons are nominated as directors,
the proxy holders intend to vote all proxies received by them in such a manner
as will ensure the election of as many of the nominees listed below as possible.
It is not expected that any nominee will be unable or will decline to serve as a
director. The term of office of each person elected as a director will continue
until the next annual meeting of shareholders and until such person's successor
has been elected and qualified. Officers are appointed by the Board of Directors
and serve at the discretion of the board.

The name and certain information regarding each nominee is set forth
below. See also "Certain Relationships and Related Transactions."

Name Age Director Since Position with the Company
---- --- -------------- -------------------------

Randall A. Mackey, Esq. 60 January 2000 Chairman of the Board
Dr. David M. Silver 64 January 2000 Director
Keith D. Ignotz 58 November 2000 Director
John C. Pingree 65 April 2004 Director

The following biographical information is furnished with respect to the
four director nominees:

Randall A. Mackey, Esq. has been the Company's Chairman of the Board
since August 20, 2002, and a director since January 2000. He had served as a
director of the Company from November 1995 to September 1998. Mr. Mackey has
been President of the Salt Lake City law firm of Mackey Price Thompson & Ostler
since 1992, and a shareholder and director of the firm and its predecessor firms
since 1989. Mr. Mackey received a B.S. degree in Economics from the University
of Utah in 1968, an M.B.A. degree from the Harvard Business School in 1970, a
J.D. degree from Columbia Law School in 1975 and a B.C.L. degree from Oxford
University in 1977. Mr. Mackey has also served as Chairman of the Board from
June 2001 to May 2003, and as a director from 1998 to May 2003 of Cimetrix,
Incorporated, a software development company. Mr. Mackey has additionally served
as Chairman of the Board from July 2000 to July 2003 and as a trustee from 1993
to July 2003 of Salt Lake Community College, and a member of the Utah State
Board of Education since September 2005.

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

Keith D. Ignotz has been a director since November 2000. Since March
2005, Mr. Ignotz has been President and Chief Executive Officer of Diakine
Therapeutics, Inc., a pharmaceutical therapeutics company. From 1992 to 2004,
Mr. Ignotz was with SpectRx, Inc., a medical technology company that he founded,
which develops, manufactures and markets alternatives to traditional blood based
medical tests, serving from 2002 to 2004 as the Chief Executive Officer of
Guided Therapeutics, Inc., a wholly-owned subsidiary of SpectRx, Inc., and from
1992 to 2002 as President and Chief Operating Officer of SpectRx, Inc. From 1986

to 1992, Mr. Ignotz was Senior Vice President of Allergan Humphrey, Inc., a
medical electronics company. From 1985 to 1986, he was President of Humphrey
Instruments Limited-SKB, a medical electronics company, and from 1980 to 1985,
Mr. Ignotz was President of Humphrey Instruments GmbH, also a medical
electronics company. Mr. Ignotz also served on the Board of Directors of Vismed,
Inc., d/b/a Dicon from 1992 to June 2000. Mr. Ignotz received a B.A. degree in
Sociology and Political Science from San Jose University and an M.B.A. degree
from Pepperdine University. Mr. Ignotz has served as a trustee of Pennsylvania
College of Optometry and Audiology since 1990, a director of AeroVectrix, Inc.,
a drug delivery company, since August 2005, and as a member of the American
Diabetes Association and the American Marketing Association of the American
Association of Diabetes Education.

John C. Pingree has been a director since April 2004. From August 2001
to March 2004, Mr. Pingree was the Executive Director of the Semnani Foundation,
which funds projects to assist women and children in developing countries. From
July 1998 to July 2001, Mr. Pingree was a Mission President for the Church of
Jesus Christ of Latter-day Saints, serving in Mexico City, Mexico. From 1977 to
1997, Mr. Pingree was General Manager and Chief Executive Officer of Utah
Transit Authority. From 1970 to 1975, he was Director of Marketing for Memorex
Corporation. From 1967 to 1970, Mr. Pingree was Regional Manager, Sales Planning
at Xerox Corporation. He also currently serves as a member of the Utah State
Board of Education. Mr. Pingree received a B.A. degree in Economics from the
University of Utah and an M.B.A. degree from the Harvard Business School.

Board Meetings and Committees

The size of the Board of Directors of the Company for the coming year
is four members. Three of the directors, or a majority of the Board of
Directors, are independent directors. The independent directors have regularly
scheduled meetings at which only independent directors are present. The term of
office of each director is for a period of one year or until the election and
qualification of his successor. The Board of Directors held a total of four
meetings during the fiscal year ended December 31, 2005. No directors attended
fewer than 75% of all meetings of the Board of Directors during the 2005 fiscal
year.

Unless authority is withheld by your Proxy, it is intended that the
common stock represented by your Proxy will be voted for the respective nominees
listed above. If any nominee should not serve for any reason, the Proxy will be
voted for such person as shall be designated by the Board of Directors to
replace such nominee. The Board of Directors has no reason to expect that any
nominee will be unable to serve. There is no arrangement between any of the
nominees and any other person or persons pursuant to which he was or is to be
selected as a director.

There are three committees of the Board of Directors, which meet
periodically during the year: the Compensation Committee, the Audit Committee,
and the Nominating and Corporate Governance Committee.

The Compensation Committee is responsible for recommending to the Board
of Directors for approval the annual compensation of each executive officer of
the Company, developing policy in the areas of compensation and fringe benefits,
contribution under the 401(k) Retirement Savings Plan, granting of options under
the stock option plans, and creating other employee compensation plans. The
Compensation Committee consists of Messrs. Keith D. Ignotz, Randall A. Mackey,
John C. Pingree and Dr. David M. Silver (Chairman of the Committee). During
2005, the Compensation Committee met on one occasion.

The Audit Committee directs the auditing activities of the Company's
internal auditors and registered public independent accounting firm and reviews
the services performed by the registered public independent accounting firm and
evaluates the Company's accounting practices and procedures and its system of
internal accounting controls. The Audit Committee consists of Messrs. Keith D.
Ignotz (Chairman of the Committee), Randall A. Mackey, John C. Pingree and Dr.
David M. Silver. During 2004, the Audit Committee met on one occasion. The
Company's Board of Directors has determined that Keith D. Ignotz and John C.
Pingree, who currently serve as directors of the Company as well as members of
the Company's audit committee, are independent audit committee financial
experts.

The Nominating and Corporate Governance Committee identifies
individuals qualified to become board members consistent with criteria approved
by the board, recommends to the board the persons to be nominated by the board
for election as directors at a meeting of shareholders, and develops and
recommends to the board a set of corporate governance principles. The Nominating
and Corporate Governance Committee consists of Messrs. Keith D. Ignotz, Randall
A. Mackey, John C. Pingree (Chairman of the Committee) and Dr. David M. Silver.
The Nominating and Corporate Governance Committee is composed solely of
independent directors.

Director Nominating Process

The process for identifying and evaluating nominees for directors
include the following steps: (1) the Nominating and Corporate Governance
Committee, Chairman of the Board or other board members identify a need to fill
vacancies or add newly created directorships; (2) the Chairman of the Nominating
and Corporate Governance Committee initiates a search and seeks input from board
members and senior management and, if necessary, obtains advice from legal or
other advisors (but does not hire an outside search firm); (3) director
candidates, including any candidates properly proposed by shareholders in
accordance with the Company's bylaws, are identified and presented to the
Nominating and Corporate Governance Committee; (4) initial interviews with
candidates are conducted by the Chairman of the Nominating and Corporate
Governance Committee; (5) the Nominating and Corporate Governance Committee
meets to consider and approve final candidate(s) and conduct further interviews
as necessary; and (6) the Nominating and Corporate Governance Committee makes
recommendations to the board for inclusion in the slate of directors at the
annual meeting. The evaluation process will be the same whether the nominee is
recommended by a shareholder or by a member of the Board of Directors.

The Nominating and Corporate Governance Committee will consider
nominees proposed by shareholders. To recommend a prospective nominee for the
Nominating and Corporate Governance Committee's consideration, shareholders may
submit the candidate's name and qualifications to: Luis A. Mostacero,
Controller, Treasurer and Secretary, Paradigm Medical Industries, Inc., 2355
South 1070 East, Salt Lake City, Utah 84119. Recommendations from shareholders
for nominees must be received by Mr. Mostacero not later than the date set forth
under "Deadline for Receipt of Shareholder's Proposals for Annual Meeting to be
Held in August 2006" below.

The Nominating and Corporate Governance Committee operates pursuant to
a written charter. The full text of the charter is published on the Company's
website at www.paradigm-medical.com. Shareholders may also obtain a copy of the
charter without charge by writing to: Luis A. Mostacero, Controller, Paradigm
Medical Industries, Inc., 2355 South 1070 East, Salt Lake City, Utah 84119.

Meetings of Non-Management Directors

The Company's nonmanagement directors regularly meet without management
participation. In addition, an executive session including only the independent
directors is held at least annually.

Shareholder Communications with the Board of Directors

Shareholders who wish to communicate with the Board of Directors or a
particular director may send a letter to Luis A. Mostacero, Controller,
Treasurer and Secretary, Paradigm Medical Industries, Inc., 2355 South 1070
East, Salt Lake City, Utah 84119. The mailing envelope must contain a clear
notation indicating that the enclosed letter is a "Shareholder-Board
Communication" or "Shareholder-Director Communication." All such letters must
identify the author as a shareholder and clearly state whether the intended
recipients are all members of the board or just certain specified individual
directors. The Company's Secretary will make copies of all such letters and
circulate them to the appropriate director or directors.

Appointment of New President and Chief Executive Officer

On January 5, 2006, Raymond P.L. Cannefax was appointed as President
and Chief Executive Officer, replacing John Y. Yoon who had served in those
positions from March 18, 2004 to December 31, 2005. Mr. Yoon resigned as
President and Chief Executive Officer, effective December 31, 2005, to pursue
other opportunities.

Appointment of New Vice President of Finance and New Vice President of Sales and
Marketing

On March 20, 2006, Luis A. Mostacero was appointed as Vice President of
Finance. Mr. Mostacero previously served as Controller from June 20, 2000 to
September 15, 2005, when he resigned to pursue other opportunities. On April 10,
2006, Michael S. Austin was appointed as Vice President of Sales and Marketing.

Resignation of Vice President of Operations

In addition to the resignation of John Y. Yoon on December 31, 2005 as
President and Chief Executive Officer, Aziz A. Mohabbat resigned on November 15,
2005 as Vice President of Operations and Chief Operating Officer to pursue other
opportunities. Mr. Mohabbat served as Vice President of Operations and Chief
Operating Officer from March 22, 2004 to November 15, 2005, and as Chief
Operating Officer from August 30, 2002 to March 2003. The Board of Directors has

not yet appointed a new Chief Operating Officer since Aziz A. Mohabbat resigned.
Moreover, since Mr. Mohabbat's resignation, the Board of Directors has
endeavored to reduce the Company's operating expenditures, which has resulted in
a reduction in the number of the Company's employees. It is the Company's
intention to appoint a new Chief Operating Officer in the future when it has
adequate funds to do so.

Executive Officers

The following sets forth certain information with respect to the
executive officers of the Company:

Name Age Title
---- --- -----
Raymond P.L. Cannefax 57 President and Chief Executive Officer

Raymond P.L. Cannefax has served as the Company's President and Chief
Executive Officer since January 5, 2006. Mr. Cannefax previously served as the
Company's Vice President of Sales and Marketing from January 2003 to May 2005.
From May 2005 to January 2006, Mr. Cannefax served as Vice President of the
Asia/Pacific Region for Sonomed, Inc., a manufacturer of ophthalmic products and
a wholly owned subsidiary of Escalon Medical Corp. From January 2002 to January
2003, Mr. Cannefax was Vice President of Business Development and Sales for
Vermax, Inc., a manufacturer of products for hotel properties. From 1996 to
January 2002, he was President, Chief Operating Officer and founder of Aspen
Network, Inc., a software development and e-commerce company. From 1992 to 1996,
Mr. Cannefax was President and Chief Executive Officer of Apollo Telecom, Inc.,
a telecommunications company. From 1986 to 1992, he was a Regional Sales
Director and a Senior District Manager of Sprint Communications Corporation. Mr.
Cannefax received a B.S. degree in Psychology and Zoology from the University of
Utah in 1976.

Corporate Governance

Corporate Governance Guidelines. The Board of Directors has adopted the
Paradigm Medical Industries, Inc. Corporate Governance Guidelines. These
guidelines outline the functions of the board, director qualifications and
responsibilities, and various processes and procedures designed to insure
effective and responsive governance. The guidelines are reviewed from time to
time in response to regulatory requirements and best practices and are revised
accordingly. The full text of the guidelines is published on the Company's
website at www.paradigm-medical.com. A copy of the Corporate Governance
Guidelines may also be obtained at no charge by written request to the attention
of Luis A. Mostacero, Controller, Treasurer and Secretary, Paradigm Medical
Industries, Inc., 2355 South 1070 East, Salt Lake City, Utah 84119.

Code of Business Conduct. All of the Company's officers, employees and
directors are required to comply with the Company's Code of Business Conduct and
Ethics to help insure that the Company's business is conducted in accordance
with appropriate standards of ethical behavior. The Company's Code of Business
Conduct and Ethics covers all areas of professional conduct, including customer
relationships, conflicts of interest, insider trading, financial disclosures,
intellectual property and confidential information, as well as requires
adherence to all laws and regulations applicable to the Company's business.
Employees are required to report any violations or suspected violations of the
Code. The Code includes an anti- retaliation statement. The full text of the
Code of Business Conduct and Ethics is published on the Company's website at
www.paradigm-medical.com. A copy of the Code of Business Conduct and Ethics may
also be obtained at no charge by written request to the attention of Luis A.
Mostacero, Controller, Treasurer and Secretary, Paradigm Medical Industries,
Inc., 2355 South 1070 East, Salt Lake City, Utah 84119.

Executive Compensation

The following table sets forth, for each of the last three fiscal
years, the compensation received by John Y. Yoon, President and Chief Executive
Officer of the Company, and other executive officers whose salary and bonus for
all services in all capacities exceed $100,000 for the fiscal years ended
December 31, 2005, 2004 and 2003.

Summary Compensation Table

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

John Y. Yoon 2005(1) $165,881(5) 0 $ 2,257(5) 0 0 0 $5,927(8)
Former President and 2004(2) $110,961(6) 0 $18,494(6) 0 1,000,000(7 ) 0 0
Chief Executive
Officer(4)

Aziz A. Mohabbat 2005(1) $126,328 0 0 0 0 0 $2,113(11)
Former Vice 2004(2) $106,244 0 0 0 200,000(10) 0 0
President of 2003(3) $ 24,219 0 0 0 0 0 $9,634(12)
Operations and Chief
Operating Officer(9)
____________________

(1) For the fiscal year ended December 31, 2005
(2) For the fiscal year ended December 31, 2004
(3) For the fiscal year ended December 31, 2003
(4) Mr. Yoon served as President and Chief Executive Officer from
March 18, 2004 to December 31, 2005, at which time he resigned to
pursue other opportunities.
(5) Of the salary payable to Mr. Yoon in 2005 pursuant to his
employment agreement, $165,881 was paid to him during 2005 and the
remaining amount of $2,257 was deferred until 2006. This deferred
salary of $2,257 was paid to Mr. Yoon on January 17, 2006.
(6) Of the salary payable to Mr. Yoon pursuant to his employment
agreement, $110,961 was paid to him during 2004 and the remaining
amount of $18,494 payable in 2004 was deferred until the Company's
Board of Directors determined that its financial condition had
improved. The deferred salary of $18,494 was paid to Mr. Yoon in
June and July of 2005.
(7) On March 18, 2004, the Company's Board of Directors granted Mr.
Yoon options to purchase 1,000,000 shares of the Company's common
stock at an exercise price of $.13 per share. Mr. Yoon resigned as
the Company's President and Chief Executive Officer on December
31, 2005 and, as a result, the options terminated on March 31,
2006.
(8) The amounts under "All Other Compensation" for 2005 consist of
payments to Mr. Yoon for accrued vacation days prior to his
resignation from the Company on December 31, 2005.
(9) Mr. Mohabbat served a Vice President of Operations and Chief
Operating Officer from March 22, 2004 to November 15, 2005, at
which time he resigned to pursue other opportunities. Mr. Mohabbat
also served as Chief Operating Officer from August 30, 2002 to
March 2003. He was not an officer in prior years.
(10) On September 30, 2004, the Board of Directors granted Mr. Mohabbat
options to purchase 200,000 shares of the Company's common stock
at an exercise price of $.12 per share, effective as of March 23,
2004. Mr. Mohabbat resigned as the Company's Vice President of
Operations and Chief Operating Officer on November 15, 2005 and,
as a result, the options terminated on February 13, 2006.
(11) The amounts under "All Other Compensation" for 2005 consist of a
payment to Mr. Mohabbat for accrued vacation days prior to his
resignation from the Company on November 15, 2005.
(12) The amounts under "All Other Compensation" for 2004 consist of
payments to Mr. Mohabbat for accrued vacation days prior to his
resignation from the Company in March 2003.

Options

The following table sets forth information regarding stock options
granted during the fiscal year ended December 31, 2005, to each named executive
officer.

Option Grants in Last Fiscal Year

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

John Y. Yoon 0 0 N/A N/A
Aziz A. Mohabbat..... 0 0 N/A N/A

The following table sets forth information regarding unexercised
options to acquire shares of the Company's common stock held as of December 31,
2005, by each named executive officer.

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

Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
at December 31, 2005(#) at December 31, 2004($)
Shares Acquired Value ------------------------------- -----------------------------
Name on Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ----------- ----------- ------------- ----------- -------------

John Y. Yoon.............. 0 0 583,338 416,662 0 0
Aziz A. Mohabbat............ 0 0 105,564 94,436 0 0

Director Compensation

On April 19, 2004, John C. Pingree, a director of the Company, was
granted options to purchase 125,000 shares of its common stock at an exercise
price of $.12 per share. On September 30, 2004, Messrs. Randall A. Mackey, Dr.
David M. Silver and Keith D. Ignotz, directors of the Company, were each granted
options to purchase 125,000 shares of the Company's common stock at an exercise
price of $.13 per share. The directors were not granted any options to purchase
shares of common stock during 2005. In addition, outside directors are also
reimbursed for their expenses in attending board and committee meetings.
Directors are not precluded from serving the Company in any other capacity and
receiving compensation therefore. The options were not issued at a discount to
the then market price.

Employee 401(k) Plan

In October 1996, the Company's Board of Directors adopted a 401(k)
Retirement Savings Plan. Under the terms of the 401(k) plan, effective as of
November 1, 1996, the Company may make discretionary employer matching
contributions to its employees who choose to participate in the plan. The plan
allows the board to determine the amount of the contribution at the beginning of
each year. The board adopted a contribution formula specifying that such
discretionary employer matching contributions would equal 100% of the
participating employee's contribution to the plan up to a maximum discretionary
employee contribution of 3% of a participating employee's compensation, as
defined by the plan. All persons who have completed at least six months' service
with the Company and satisfy other plan requirements are eligible to participate
in the plan. The plan is currently available to the Company's employees at the
employees' expense with no matching contribution from the Company.

1995 Stock Option Plan

The Company adopted a 1995 Stock Option Plan, for the officers,
employees, directors and consultants of its company on November 7, 1995. The
plan authorized the granting of stock options to purchase an aggregate of not
more than 300,000 shares of its common stock. On February 16, 1996, options for
substantially all 300,000 shares were granted. On June 9, 1997, the Company's
shareholders approved an amendment to the plan to increase the number of shares
of common stock reserved for issuance thereunder from 300,000 shares to 600,000

shares. On September 3, 1998, the Company's shareholders approved an amendment
to the plan to increase the number of shares of common stock reserved for
issuance thereunder from 600,000 shares to 1,200,000 shares. On November 29,
2000, the Company's shareholders approved an amendment to the plan to increase
the number of shares of common stock reserved for issuance thereunder from
1,200,000 shares to 1,700,000 shares. On September 11, 2001, the Company's
shareholders approved an amendment to the plan to increase the number of shares
of common stock reserved for issuance thereunder from 1,700,000 shares to
2,700,000 shares. On June 13, 2003, the Company's shareholders approved an
amendment to the plan to increase the member of shares of common stock reserved
for issuance thereunder from 2,700,000 shares to 3,700,000 shares. On July 11,
2005, the Company's shareholders approved an amendment to the plan to increase
the number of shares of common stock reserved for issuance thereunder from
3,700,000 shares to 5,000,000 shares.

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

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

Employment Agreements

The Company entered into an employment agreement with Raymond P.L.
Cannefax, which commenced on January 5, 2006 and expires on January 5, 2007. The
employment agreement requires Mr. Cannefax to devote substantially all of his
working time as the Company's President and Chief Executive Officer, providing
that he may be terminated for "cause" (as provided in the agreement) and
prohibits him from competing with the Company for two years following the
termination of his employment agreement. The employment agreement provides for
the payment of an initial base salary of $125,000. The employment agreement also
provides for salary increases and bonuses as shall be determined at the
discretion of the Board of Directors, with the first review of the annual salary
to be made as of June 30, 2006. The employment agreement further provides for
the issuance of stock options to purchase 4,500,000 shares of the Company's
common stock at $.01 per share. The options vest in twelve equal monthly
installments of 375,000 shares, beginning on February 5, 2006 until such shares
are vested.

In the event of a change of control of the Company, then all
outstanding stock options granted to Mr. Cannefax shall be immediately vested. A
change of control shall be deemed to have occurred if (i) a tender offer shall
be made and consummated for the ownership of more than 25% of the Company's
outstanding shares; (ii) the Company shall be merged or consolidated with
another corporation and, as a result, less than 25% of the outstanding common
shares of the surviving corporation shall be owned in the aggregate by the
Company's former shareholders, as the same shall have listed prior to such
merger or consolidation; (iii) the Company shall sell all or substantially all
of its assets to another corporation that is not a wholly owned subsidiary or
affiliate; (iv) as a result of any contested election for the Board of
Directors, or any tender or exchange offer, merger of business combination or
sale of assets, the persons who were directors of the Company before such a
transaction shall cease to constitute a majority of the Board of Directors; or
(v) a person other than an officer or director of the Company shall acquire more
than 20% of the outstanding shares of common stock of the Company.

The Company entered into an employment agreement with John Y. Yoon,
which commenced on March 18, 2004 and was to expire on March 18, 2007. The
employment agreement required Mr. Yoon to devote substantially all of his
working time as the Company's President and Chief Executive Officer, providing
that he could be terminated for "cause" (as defined in the agreement) and
prohibited him from competing with the Company for two years following the
termination of his employment agreement. The employment agreement provided for
the payment of an initial base salary of $175,000, effective as of April 1,
2004. The employment agreement also provided for salary increases and bonuses as
shall be determined at the discretion of the Board of Directors. The employment
agreement further provided for the issuance of stock options to purchase
1,000,000 shares of the Company's common stock at $.13 per share. The options
were to vest in 36 equal monthly installments of 27,778 shares, beginning on
April 30, 2004 until such shares were vested. Mr. Yoon resigned as President and
Chief Executive Officer of the Company on December 31, 2005 to pursue other
opportunities. At the time of his resignation, stock options to purchase 583,338
shares of the Company's common stock were vested. Under the terms of the 1995
Stock Option Plan, the vested options terminated on March 31, 2006.

The Company entered into an employment agreement with Aziz A. Mohabbat
on October 5, 2004, which was effective as of April 1, 2004, and was to expire
on March 18, 2006. The employment agreement required Mr. Mohabbat to devote
substantially all of his working time as the Company's Vice President of
Operations and Chief Operating Officer, provided that he could be terminated for
"cause" (as defined in the agreement) and prohibited him from competing with the
Company for two years following the termination of the employment agreement. The
employment agreement provided for the payment of an initial base salary of
$144,500, effective as of April 1, 2004. The employment agreement also provided
for salary increases and bonuses as shall be determined at the discretion of the
Company's Board of Directors. The employment agreement further provided for the
issuance of stock options to purchase 200,000 shares of the Company's common
stock at $.12 per share. These options were to vest in 36 equal monthly
installments of 5,556 shares, beginning on April 30, 2004, until such shares
were vested. Mr. Mohabbat resigned as Vice President of Operations and Chief
Operating Officer of the Company on November 15, 2005 to pursue other
opportunities. At the time of his resignation, stock options to purchase 105,564
shares of the Company's common stock were vested. Under the terms of the 1995
Stock Option Plan, the vested options terminated on February 13, 2006.

Consulting Agreement

On April 3, 2003, the Company entered into a consultant agreement with
Kinexsys Corporation. Under the terms of the agreement, Kinexsys through its
Senior Partner, Timothy R. Forstrom, was to prepare a capital markets plan and a
corporate positioning and communications plan for the Company, for which
Kinexsys was to receive warrants to purchase up to 200,000 shares of the
Company's common stock at an exercise price of $.16 per share. The capital
markets plan was to include a detailed analysis of the Company's capital market
structure in relation to current investors, market trends and projected equity
movements, and recommendations on capital management strategies. The corporate
positioning and communications plan was to include a corporate positioning
matrix for markets, analysts, customers and partners, and a communications plan.
The agreement was for a one-year term but could be renewed at the option of both
parties. The agreement expired on April 3, 2004 as the Company elected not to
exercise its renewal option.

Retirement Agreement

On May 6, 1999, the Company's Board of Directors approved resolutions
relating to the retirement of John M. Hemmer, then Vice President of Finance and
Chief Financial Officer of the Company. The board resolutions provided that Mr.
Hemmer's annual salary of $120,000 per annum was to continue until June 1, 1999,
at which time his employment contract and change of control agreement with the
Company would terminate and he would become an independent consultant to the
Company. As a consultant, Mr. Hemmer was to receive an initial payment of
$12,500 with annual payments thereafter of $25,000 payable on January 1, 2000,
2001 and 2002, and a final payment of $12,500 payable on January 1, 2003, for a
total consulting contract of $100,000.

In addition, the board resolutions provided that the Company was to
issue to Mr. Hemmer warrants to purchase 125,000 shares of common stock at $2.63
per share, exerciseable for a period of five years, and warrants to purchase
75,000 shares of common stock at $7.50 per share, exerciseable for a period of
five years, but such warrants were not to be issued until Mr. Hemmer exercised
all of the warrants to purchase 125,000 common shares at $2.63 per share. The
Company has paid a total of $87,500 to Mr. Hemmer under the consulting
agreement.

On May 30, 2006, the Company entered into an agreement with Mr. Hemmer
in which he acknowledged that the Company owed him a total of $12,500 for past
services he rendered to the Company, including as a consultant, and the Company

agreed to pay him the sum of $12,500 in twelve monthly installments of $1,000
each and a final monthly payment of $500. The Company has paid $2,000 to Mr.
Hemmer under this agreement.

Certain Relationships and Related Transactions

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

Randall A. Mackey, a director since January 21, 2000, and from
September 1995 to September 3, 1998 and Chairman of the Board since August 30,
2002, is president and a shareholder of the law firm of Mackey Price Thompson &
Ostler, which rendered legal services in connection with various corporate
matters. Legal fees and expenses paid to Mackey Price Thompson & Ostler for the
fiscal years ended December 31, 2005 and 2004, totaled $220,000 and $100,000,
respectively. In addition, on April 7, 2005 the Company issued 250,000 shares of
common stock to Mackey Price Thompson & Ostler in payment for $22,500 in legal
services. As of December 31, 2005, the Company owed this firm $93,000, which is
included in accounts payable.

Report of the Audit Committee

The Company has an Audit Committee consisting of four nonmanagement
directors, Randall A. Mackey, Keith D. Ignotz, John C. Pingree and Dr. David M.
Silver. Each member of the audit committee is considered independent and
qualified in accordance with applicable independent director and audit committee
listing standards. The Company's Board of Directors has adopted a written
charter for the Audit Committee.

During the year 2005 the Audit Committee met one time. The Audit
Committee has met with management and discussed the Company's internal controls,
the quality of the Company's financial reporting, the results of internal and
external audit examinations, and the audited financial statements. In addition,
the Audit Committee has met with the Company's independent auditors, Chisholm,
Bierwolf & Nilson, and discussed all matters required to be discussed by the
auditors with the Audit Committee under Statement on Auditing Standards No. 61
(communication with audit committees). The Audit Committee received and
discussed with the auditors their annual written report on their independence
from the Company and its management, which is made under Independence Standards
Board Standard No. 1 (independence discussions with audit committees), and
considered with the auditors whether the provision of financial information
systems design and implementation and other non-audit services provided by them
to the Company during 2005 was compatible with the auditors' independence.

In performing these functions, the Audit Committee acts only in an
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which is responsible for the
integrity of the Company's internal controls and its financial statements and
reports, and the Company's independent auditors, who are responsible for
performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards and for issuing a report
on these financial statements.

Pursuant to the reviews and discussions described above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005 for filing with the Securities and Exchange
Commission.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of any
class of the Company's Common Stock to file initial reports of ownership and
periodic changes of ownership of the Company's Common Stock with the U.S.
Securities and Exchange Commission. Such persons are also required to furnish
the Company with copies of all Section 16(a) reports they file. Based solely on
its review of the copies of such reports received by it with respect to fiscal
2005, or written representations from certain reporting persons, the Company
believes that its directors, officers and greater than 10% beneficial owners
complied with all Section 16(a) filing requirements applicable to them.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to
beneficial ownership of the Company's common stock as of June 26, 2006 for (i)
each executive officer (ii) each director, (iii) each person known to the
Company to be the beneficial owner of more than 5% of the outstanding shares,
and (iv) all directors and officers as a group.

Percent of
Name and Address(1) Number of Shares Ownership
------------------- ---------------- ----------
Raymond P.L. Cannefax (2) 2,625,000 1.4%
Dr. David M. Silver (2) 761,166 *
Randall A. Mackey (2) 725,000 *
Keith D. Ignotz (2) 525,709 *
John C. Pingree (2) 431,500 *
---------
Executive officers and directors
as a group (five persons) 5,068,375 2.6%
_________________
*Less than 1%.

(1) Unless otherwise indicated, the address of each listed shareholder
is c/o Paradigm Medical Industries, Inc., 2355 South 1070 West,
Salt Lake City, Utah, 84119.
(2) The amounts shown include shares that may be acquired currently,
or within 60 days after June 26, 2006 through the exercise of
stock options are follows: Mr. Cannefax, 2,625,000 shares; Dr.
Silver, 725,000 shares; Mr. Mackey, 725,000 shares; Mr. Ignotz,
525,851 shares; and Mr. Pingree, 275,000 shares.

APPROVAL OF INCREASE IN THE NUMBER OF AUTHORIZED SHARES

Proposal 2

The Certificate of Incorporation currently authorizes the issuance of
250,000,000 shares of common stock. As of the record date, 193,956,828 shares
were issued and outstanding. There have been 6,753 shares of common stock set
aside and reserved in the event that holders of shares of Series A preferred
stock elect to convert those shares into shares of common stock, 10,783 shares
of common stock set aside and reserved in the event that holders of shares of
Series B preferred stock elect to convert those shares into shares of Common
Stock, 8,750 shares of common stock set aside and reserved in the event that
holders of shares of Series D preferred stock elect to convert those shares into
shares of common stock, 13,333 shares of common stock set aside and reserved in
the event that holders of shares of Series E preferred stock elect to convert
those shares into shares of common stock, and 245,217 shares of common stock set
aside and reserved in the event that holders of shares of Series F preferred
stock elect to convert those shares into shares of common stock, and 588,235
shares of common stock set aside and reserved in the event holders of shares of
Series G preferred stock elect to convert those shares into shares of common
stock.

Between June 10, 1997 and June 26, 2006, the Company issued (i) stock
options that are currently outstanding to executive officers and employees to
purchase 4,847,500 shares of the Company's common stock at exercise prices
ranging from $.01 per share to $2.75 per share, and (ii) stock options that are
currently outstanding to directors to purchase 2,250,000 shares of the Company's
common stock at exercise prices from $.09 per share to $2.75 per share. In
addition, between June 10, 1997 and June 26, 2006, the Company issued warrants
to individuals and entities to purchase a total of 25,781,095 shares of the
Company's common stock at exercise prices ranging from $.10 per share to $6.75
per share.

Callable Secured Convertible Notes and Warrants

April 27, 2005 Sale of $2,500,000 in Callable Secured Convertible
Notes: To obtain funding for the Company's ongoing operations, the Company
entered into a securities purchase agreement with four accredited investors on
April 27, 2005 for the sale of (i) $2,500,000 in callable secured convertible
notes and (ii) warrants to purchase 16,534,392 shares of its common stock. The
sale of the callable secured convertible notes and warrants occurred in three
traunches and the investors provided the Company with an aggregate of $2,500,000
as follows:

o $850,000 was disbursed on April 27, 2005;
o $800,000 was disbursed on June 23, 2005 after the Company filed a
registration statement on June 22, 2005 to register the shares of
common stock issuable upon conversion of the callable secured
convertible notes and exercise of the warrants; and
o $850,000 was disbursed on June 30, 2005, the effective date of the
registration statement.

Under the terms of the securities purchase agreement, the Company
agreed not, without the prior written consent of a majority-in-interest of the
investors, to negotiate or contract with any party to obtain additional equity
financing (including debt financing with an equity component) that involves (i)
the issuance of common stock at a discount to the market price of the common
stock on the date of issuance (taking into account the value of any warrants or
options to acquire common stock in connection therewith), (ii) the issuance of
convertible securities that are convertible into an indeterminate number of
shares of common stock, or (iii) the issuance of warrants during the lock-up
period beginning April 27, 2005 and ending on the later of (A) 270 days from
April 27, 2005, and (B) 180 days from the date the registration statement is
declared effective.

In addition, the Company agreed not to conduct any equity financing
(including debt financing with an equity component) during the period beginning
April 27, 2005 and ending two years after the end of the above lock-up period
unless it has first provided each investor an option to purchase its pro-rata
share (based on the ratio of each investor's purchase under the securities
purchase agreement) of the securities being offered in any proposed equity
financing. Each investor must be provided written notice describing any proposed
equity financing at least 20 business days prior to the closing of such proposed
equity financing and the option must be extended to each investor during the
15-day period following delivery of such notice.

The $2,500,000 in callable secured convertible notes bear interest at
8% per annum from the date of issuance. Interest is computed on the basis of a
365-day year and is payable quarterly in cash, with six months of interest
payable up front. The interest rate resets to zero percent for any month in
which the stock price is greater than 125% of the initial market price, or
$.0945, for each trading day during that month. Any amount of principal or
interest on the callable secured convertible notes that is not paid when due
will bear interest at the rate of 15% per annum from the date due thereof until
such amount is paid. The callable secured convertible notes mature in three
years from the date of issuance, and are convertible into the Company's common
stock at the noteholders' option, at the lower of (i) $.09 or (ii) 60% of the
average of the three lowest intraday trading prices for the common stock on the
OTC Bulletin Board for the 20 trading days before but not including the
conversion date. Accordingly, there is no limit on the number of shares into
which the notes may be converted.

The $2,500,000 in callable secured convertible notes are secured by the
Company's assets, including the Company's inventory, accounts receivable and
intellectual property. Moreover, the Company has a call option under the terms
of the notes. The call option provides the Company with the right to prepay all
of the outstanding callable secured convertible notes at any time, provided
there is no event of default by the Company and its stock is trading at or below
$.09 per share. An event of default includes the failure by the Company to pay
the principal or interest on the callable secured convertible notes when due or
to timely file a registration statement as required by the Company or obtain
effectiveness with the Securities and Exchange Commission of the registration
statement. Prepayment of the callable secured convertible notes is to be made in
cash equal to either (i) 125% of the outstanding principal and accrued interest
for prepayments occurring within 30 days following the issue date of the notes;
(ii) 130% of the outstanding principal and accrued interest for prepayments
occurring between 31 and 60 days following the issue date of the notes; and
(iii) 145% of the outstanding principal and accrued interest for prepayments
occurring after the 60th day following the issue date of the notes.

The warrants are exercisable until five years from the date of issuance
at a purchase price of $.20 per share. The investors may exercise the warrants
on a cashless basis if the shares of common stock underlying the warrants are
not then registered pursuant to an effective registration statement. In the
event the investors exercise the warrants on a cashless basis, the Company will
not receive any proceeds therefrom. In addition, the exercise price of the
warrants will be adjusted in the event the Company issues common stock at a
price below market, with the exception of any securities issued as of the date
of the warrants or issued in connection with the callable secured convertible
notes issued pursuant to the securities purchase agreement.

The noteholders have agreed to restrict their ability to convert their
callable secured convertible notes or exercise their warrants and receive shares
of our common stock such that the number of shares of common stock held by them
in the aggregate and their affiliates after such conversion or exercise does not
exceed 4.99% of the then issued and outstanding shares of common stock. However,
the noteholders may repeatedly sell shares of common stock in order to reduce
their ownership percentage, and subsequently convert additional callable secured
convertible notes. As of June 26, 2006, a total of $842,830 in callable secured
convertible notes have been converted into 166,666,667 shares of the Company's
common stock pursuant to conversion notices from The NIR Group.

February 28, 2006 Sale of $1,500,000 in Callable Secured Convertible
Notes: To obtain additional funding for the Company's ongoing operations, the
Company entered into a second securities purchase agreement on February 28, 2006
with the same four accredited investors for the sale of (i) $1,500,000 in
callable secured convertible notes and (ii) warrants to purchase 12,000,000
shares of its common stock. The sale of the callable secured convertible notes
and warrants is to occur in three traunches and the investors are obligated to
provide the Company with an aggregate of $1,500,000 as follows:

o $500,000 was disbursed on February 28, 2006;
o $500,000 was disbursed on June 28, 2006 after the Company filed a
registration statement on June 15, 2006 to register the shares of
common stock issuable upon conversion of the callable secured
convertible notes and exercise of the warrants. The Company filed an
application for withdrawal of the registration statement on July 26,
2006, with the intention of filing another registration statement to
register shares issuable upon conversion of the notes and exercise of
the warrants if the shareholders approve the proposed amendment to the
Company's Certificate of Incorporation to increase the number of
authorized shares of common stock to 800,000,000 shares; and
o $500,000 will be disbursed upon the effectiveness of the registration
statement.

Each closing under the securities purchase agreement is subject to the
following conditions:

o The Company delivers to the investors duly executed callable secured
convertible notes and warrants;
o No litigation, statute, regulation or order had been commenced, enacted
or entered by or in any court, governmental authority or any
self-regulatory organization that prohibits consummation of the
transactions contemplated by the securities purchase agreement; and
o No event occurred that could reasonably be expected to have a material
adverse effect on the Company's business.

The Company also agreed not, without the prior written consent of a
majority-in-interest of the investors, to negotiate or contract with any party
to obtain additional equity financing (including debt financing with an equity
component) that involves (i) the issuance of common stock at a discount to the
market price of the common stock on the date of issuance (taking into account
the value of any warrants or options to acquire common stock in connection
therewith), (ii) the issuance of convertible securities that are convertible
into an indeterminate number of shares of common stock, or (iii) the issuance of
warrants during the lock-up period beginning February 28, 2006 and ending on the
later of (a) 270 days from February 28, 2006, or (b) 180 days from the date the
registration statement is declared effective.

In addition, the Company agreed not to conduct any equity financing
(including debt financing with an equity component) during the period beginning
February 28, 2006 and ending two years after the end of the above lock-up period
unless it first provided each investor an option to purchase its pro-rata share
(based on the ratio of each investor's purchase under the securities purchase
agreement) of the securities being offered in any proposed equity financing.
Each investor must be provided written notice describing any proposed equity
financing at least 20 business days prior to the closing of such proposed equity
financing and the option must be extended to each investor during the 15-day
period following delivery of such notice.

The callable secured convertible notes bear interest at 8% per annum
from the date of issuance. Interest is computed on the basis of a 365-day year
and is payable quarterly in cash, with six months of interest payable up front.
The interest rate resets to zero percent for any month in which the stock price
is greater than 125% of the initial market price, or $.0275, for each trading
day during that month. Any amount of principal or interest on the callable
secured convertible notes that is not paid when due will bear interest at the
rate of 15% per annum from the date due thereof until such amount is paid. The
callable secured convertible notes mature in three years from the date of
issuance, and are convertible into the Company's common stock at the
noteholders' option, at the lower of (i) $.02 or (ii) 60% of the average of the
three lowest intraday trading prices for the common stock on the OTC Bulletin
Board for the 20 trading days before but not including the conversion date.
Accordingly, there is no limit on the number of shares into which the notes may
be converted.

The callable secured convertible notes are secured by the Company's
assets, including the Company's inventory, accounts receivable and intellectual
property. Moreover, the Company has a call option under the terms of the notes.
The call option provides the Company with the right to prepay all of the
outstanding callable secured convertible notes at any time, provided there is no
event of default by the Company and its stock is trading at or below $.02 per
share. An event of default includes the failure by the Company to pay the
principal or interest on the callable secured convertible notes when due or to
timely file a registration statement as required by the Company or obtain
effectiveness with the Securities and Exchange Commission of the registration
statement. Prepayment of the callable secured convertible notes is to be made in
cash equal to either (a) 125% of the outstanding principal and accrued interest
for prepayments occurring within 30 days following the issue date of the notes;
(b) 130% of the outstanding principal and accrued interest for prepayments
occurring between 31 and 60 days following the issue date of the notes; or (c)
145% of the outstanding principal and accrued interest for prepayments occurring
after the 60th day following the issue date of the notes.

The warrants are exercisable until five years from the date of issuance
at a purchase price of $.10 per share. The investors may exercise the warrants
on a cashless basis if the shares of common stock underlying the warrants are
not then registered pursuant to an effective registration statement. In the
event the investors exercise the warrants on a cashless basis, the Company will

not receive any proceeds therefrom. In addition, the exercise price of the
warrants will be adjusted in the event the Company issues common stock at a
price below market, with the exception of any securities issued as of the date
of the warrants or issued in connection with the callable secured convertible
notes issued pursuant to the securities purchase agreement.

The noteholders have agreed to restrict their ability to convert their
callable secured convertible notes or exercise their warrants and receive shares
of the Company's common stock such that the number of shares of common stock
held by them in the aggregate and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of
common stock. However, the noteholders may repeatedly sell shares of common
stock in order to reduce their ownership percentage, and subsequently convert
additional callable secured convertible notes.

The Company is required to register the shares of its common stock
issuable upon the conversion of the callable secured convertible notes and the
exercise of the warrants that were issued to the noteholders pursuant to the
securities purchase agreement the Company entered into on February 28, 2006. The
registration statement must be filed with the Securities and Exchange Commission
within 60 days of the February 28, 2006 closing date and the effectiveness of
the registration is to be within 135 days of such closing date. Penalties of 2%
of the outstanding principal balance of the callable secured convertible notes
plus accrued interest are to be applied for each month the registration is not
effective within the required time. The penalty may be paid in cash or stock at
the Company's option.

Simple Conversion Calculation

The number of shares of common stock issuable upon conversion of the
callable secured convertible notes is determined by dividing that portion of the
principal of the notes to be converted and interest, if any, by the conversion
price. For example, assuming conversion of $3,157,170 of notes outstanding on
June 26, 2006 (consisting of $4,000,000 in callable secured convertible notes
that were sold to the four investors pursuant to the securities purchase
agreements dated April 27, 2005 and February 28, 2006, less $842,830 in callable
secured convertible notes that were converted during the period from June 30,
2005 to June 26, 2006) and a conversion price of $.007 per share, the number of
shares issuable upon conversion would be:

$3,157,170/$.007 = 451,024,286 shares.

The continuously adjustable conversion price feature of the callable secured
convertible notes could require the Company to issue a substantially greater
number of shares, which will cause dilution to the existing shareholders.

The Company's obligation to issue shares upon conversion of its
callable secured convertible notes is essentially limitless. The following is an
example of the amount of shares of common stock that are issuable upon
conversion of $3,157,170 principal amount of callable secured convertible notes
(excluding accrued interest), based on market prices 25%, 50%, and 75% below the
market price, as of June 26, 2006 of $.007.

% of
% Below Price Per With 40% Number of Outstanding
Market Share Discount Shares Issuable Shares*
------- --------- -------- --------------- ------------
25% $.00525 $.00315 1,002,276,190 516.8%
50% $.0035 $.0021 1,503,414,286 775.1%
75% $.00175 $.00105 3,006,828,571 1,550.3%

*Based on 193,956,828 shares outstanding.

As illustrated, the number of shares of common stock issuable upon
conversion of the Company's callable secured convertible notes will increase if
the market price of the Company's stock declines, which will cause dilution to
the Company's existing shareholders.

The continuously adjustable conversion price feature of the callable secured
convertible notes may encourage investors to make short sales in the Company's
common stock, which could have a depressive effect on the price of the Company's
common stock.

The callable secured convertible notes are convertible into shares of
the Company's common stock at a 40% discount to the trading price of the common
stock prior to the conversion. The significant downward pressure on the price of
the common stock as the noteholders convert and sell material amounts of common

stock could encourage short sales by investors. This could place further
downward pressure on the price of the common stock. The noteholders could sell
common stock into the market in anticipation of covering the short sale by
converting their securities, which could cause the further downward pressure on
the stock price. In addition, not only could the sales of shares issuable upon
conversion or exercise of notes, warrants and options, but also the mere
perception that these sales could occur, may adversely affect the market price
of the common stock.

The issuance of shares upon conversion of the callable secured convertible notes
and exercise of outstanding warrants may cause immediate and substantial
dilution to existing shareholders.

The issuance of shares upon conversion of callable secured convertible
notes and exercise of warrants may result in substantial dilution to the
interests of other shareholders since the noteholders may ultimately convert and
sell the full amount issuable on conversion. Although the noteholders may not
convert their callable secured convertible notes and/or exercise their warrants
if such conversion or exercise price would cause them to own more than 4.99% of
the Company's outstanding common stock, this restriction does not prevent the
noteholders from converting and/or exercising some of their holdings and then
converting the rest of their holdings. In this way, the noteholders could sell
more than this limit while never holding more than this limit. There is no upper
limit on the number of shares that may be issued, which will have the effect of
further diluting the proportionate equity interest and voting power of holders
of the Company's common stock.

Failure to obtain effectiveness of a registration statement to register the
common shares issuable upon full conversion of the callable secured convertible
notes and exercise of the warrants could result in legal action against the
Company, which could require the Company to curtail or cease its operations.

Under the terms of the callable secured convertible notes that were
sold in connection with the securities purchase agreement dated February 28,
2006, the Company is required to file a registration statement with the
Securities and Exchange Commission to register for resale the shares of common
stock issuable upon conversion of the callable secured convertible notes and
exercise of the warrants based on the conversion price of the notes and the
exercise price of the warrants in effect from time to time. The Company filed a
registration statement with the Securities and Exchange Commission on June 15,
2006 to register the common shares issuable upon conversion of the notes and
exercise of the warrants. An amendment to the registration statement was filed
with the Commission on July 13, 2006. On July 26, 2006, the Company filed an
application for withdrawal of the registration statement with the intention of
filing another registration statement if the shareholders vote at the Annual
Meeting to approve the proposed amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of common stock from
250,000,000 shares to 800,000,000 shares.

The Securities and Exchange Commission staff, in reviewing the
registration statement filed on June 15, 2006, issue a comment in the comment
letter dated July 6, 2006 as to whether, given the nature and size of the
transaction being registered in the withdrawn registration statement, the
transaction is appropriately characterized as a transaction that is eligible to
be made on a shelf basis under Rule 415(a)(1) of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended. If the
shareholders at the Annual Meeting approve the proposed amendment to the
Certificate of Incorporation to increase the number of authorized shares to
800,000,000 shares, the Company intends to file a registration statement to
register the shares issuable upon conversion of the notes and exercise of the
warrants. In the event the Securities and Exchange Commission staff determines
the transaction being registered is not eligible to be made on a shelf basis
under Rule 415(a)(1) and, as a result, the Company is unable to obtain
effectiveness of the registration statement, this would constitute an event of
default under the securities purchase agreement dated February 28, 2006. If the
Company is unable to obtain effectiveness of the registration statement, the
noteholders could commence legal action against the Company and foreclose on all
of its assets to recover damages. Any such action could require the Company to
curtail or cease operations.

Failure to obtain shareholder approval at the Annual Meeting of Shareholders to
increase the number of authorized shares to two times the number of shares
issuable upon full conversion of the callable secured convertible notes and
exercise of warrants could result in legal action against the Company, which
could require the Company to curtail or cease its operations.

At the Annual Meeting to be held on August 31, 2006, the Board of
Directors has recommended that the shareholders approve a proposed amendment to
its Certificate of Incorporation to increase the number of authorized shares of
common stock from 250,000,000 shares to 800,000,000 shares. The terms of the
callable secured convertible notes and the securities purchase agreements that
the Company entered into on April 27, 2005 and February 28, 2006 with four
accredited investors require the Company to have authorized, and reserved for
the purpose of issuance, two times the number of shares actually issuable upon
full conversion of the callable secured convertible notes and exercise of the
warrants based on the conversion price of the notes or the exercise price of the

warrants in effect from time to time. The Company has filed a registration
statement with the Securities and Exchange Commission to register for resale the
common shares issuable upon conversion of the callable secured convertible notes
and exercise of the warrants. On July 26, 2006, the Company filed an application
for withdrawal of the registration statement with the intention of filing
another registration statement if the shareholders approve the proposed
amendment in the Company's Certificate of Incorporation to increase the number
of authorized shares of common stock to 800,000,000 shares.

In the event the Company is unable to obtain shareholder approval at
the August 31, 2006 Annual Meeting to amend the Certificate of Incorporation to
increase the number of authorized common shares to 800,000,000 shares, the
Company would be required to pay to the noteholders standard liquidated damages
of 2% of the outstanding amount of the callable secured convertible notes per
month plus accrued interest on the notes, in cash or shares of its common stock
at its option. If the Company elects to pay the noteholders the standard
liquidated damages amount in shares of its common stock, such shares would be
issued at the conversion price at the time of payment. In addition, failure to
obtain shareholder approval to increase the number of authorized shares to two
times the number of shares issuable upon full conversion of the notes and
exercise of the warrants would constitute an event of default under the
securities purchase agreement dated February 28, 2006. If the Company is unable
to obtain shareholder approval to increase the number of authorized shares, as
required in the securities purchase agreement dated February 28, 2006, the
noteholders could commence legal action against the Company and foreclose on all
of its assets to recover damages. Any such action would require the Company to
curtail or cease operations.

Accordingly, as a result of the completion of the financing involving
the sale of $4,000,000 in callable secured convertible notes, the Company is
required, under the terms of the callable secured convertible notes and related
agreements, to have authorized and reserved for the purpose of issuance, two
times the number of shares actually issuable upon full conversion of the notes
and additional notes, and exercise of the warrants. Thus, the Board of Directors
has recommended it to be in the best interests of the Company and its
shareholders to amend Article III of the Company's Certificate of Incorporation
to increase the number of authorized shares of common stock of the Company from
250,000,000 shares to 800,000,000 shares, and hereby solicits the approval of
the shareholders of the amendment. If the shareholders approve the amendment,
the Board of Directors currently intends to file an amendment to the Company's
Certificate of Incorporation reflecting the amendment with the Secretary of
State of the State of Delaware as soon as practicable following such shareholder
approval. If the amendment is not approved by the shareholders, Article III of
the existing Certificate of Incorporation will continue in effect.

The objective of the increase in the number of authorized shares of
common stock is to ensure that the Company will have sufficient shares available
for future issuances of shares under the terms of the callable secured
convertible notes and the warrants. The Board of Directors believes that it is
prudent to increase the authorized number of shares of common stock to the
proposed levels in order to provide a reserve of shares available for issuance
upon conversion of the notes and additional notes, and exercise of the warrants
under the terms of the notes, related agreements and the warrants. All
authorized but unissued shares of common stock will be available for issuance
from time to time for any proper purpose approved by the Board of Directors.

The Company's shareholders do not currently have any preemptive or
similar rights to subscribe for or purchase any additional shares of common
stock that may be issued in the future and, therefore, future issuances of
common stock may, depending on the circumstances, have a diluted effect on the
earnings per share, voting power and other interests of the existing
shareholders.

Vote Required and Recommendation of the Board of Directors

The affirmative vote of the holders of a majority of the outstanding
shares of the Company's common stock entitled to vote at the Annual Meeting will
be required to approve the proposed amendment, assuming a quorum is present.

The Board of Directors recommends that shareholders vote "FOR" approval
of the amendment to the Certificate of Incorporation to increase the number of
authorized shares of common stock from 250,000,000 to 800,000,000 shares.

APPROVAL OF AMENDMENT TO THE 1995 STOCK OPTION PLAN

Proposal 3

The Board of Directors adopted on June 23, 2006, subject to the
approval by the shareholders, an amendment to the Company's 1995 Stock Option
Plan. The amendment increases from 5,000,000 to 8,000,000 the number of shares
of the Company's common stock available for issuance under the 1995 Stock Option
Plan. The Company has in the past used, and intends in the future to use, stock
options as incentive devices to motivate and compensate its salaried officers
and other key employees, and believes that equity incentives represented by
stock options enhances the Company's ability in attracting and retaining the
best possible persons for positions of significant responsibility by providing
its officers and other key employees with additional incentives to contribute to
the Company's success.

Management further believes that the availability of such equity
incentives has served, and will continue to serve, an important part in the
implementation of the Company's acquisition strategy. As of June 26, 2006,
options to purchase an aggregate of 85,300 shares of common stock have been
exercised under the 1995 plan; as of such date, options to purchase 4,847,500
shares of common stock were outstanding under the 1995 Stock Option Plan.
Accordingly, options to purchase only 67,200 shares of common stock remain
available for future grants under the 1995 Stock Option Plan as of such date.

The Board of Directors recommends that the shareholders vote "FOR"
approval of the amendment to the 1995 Stock Option Plan.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Proposal 4

The independent public accounting firm of Chisholm, Bierwolf & Nilson
has been the Company's registered public independent accountants since fiscal
year 2005. The Audit Committee has recommended and the Board of Directors has
appointed Chisholm, Bierwolf & Nilson for purposes of auditing the consolidated
financial statements of the Company for the fiscal year ending December 31,
2006. It is anticipated that representatives of Chisholm, Bierwolf & Nilson will
be present at the Annual Meeting and will be provided an opportunity to make a
statement if they desire, and to be available to respond to appropriate
questions.

The Board of Directors recommends that shareholders vote "FOR"
ratification of the appointment of Chisholm, Bierwolf & Nilson as the Company's
registered public independent accountants for fiscal 2006.

AUDIT FEES, FINANCIAL INFORMATION SYSTEMS DESIGN
AND IMPLEMENTATION FEES, AND ALL OTHER FEES

Fees for the 2005 annual audit of the financial statements and related
quarterly review services were $45,000. Fees in 2005 related to the review of
registration statements and assistance in responding to SEC comments were
$8,000. Fees in 2005 for edgarization of filings were $11,000. Fees in 2005 for
tax return preparation were $4,000. Other fees in 2005 for meetings and other
consultation were $10,000.

Fees for the 2004 annual audit of the financial statements and related
quarterly review services prepared were $35,000. Fees in 2004 related to the
review of registration statements and assistance in responding to SEC comments
were $16,000. Fees in 2004 for edgarization of filings were $10,000. Fees in
2004 for tax return preparation were $7,000. Other fees in 2004 for meetings and
other consultation were $1,000.

ADDITIONAL INFORMATION

The Company will provide without charge to any person from whom a Proxy
is solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, excluding certain exhibits thereto, as filed with the
Securities and Exchange Commission. Written requests for such information should
be directed to Luis A. Mostacero, Vice President of Finance, Treasurer and
Secretary, Paradigm Medical Industries, Inc., 2355 South 1070 West, Salt Lake
City, Utah 84119.

OTHER MATTERS

As of the date of this Proxy Statement, the Company knows of no
business that will be presented for consideration at the Annual Meeting other
than the items referred to above. However, if any other matters are properly
brought before the meeting, it is the intention of the persons named as proxies
in the accompanying Proxy to vote the shares they represent on such business in
accordance with their best judgment. In order to assure the presence of the
necessary quorum and to vote on the matters to come before the Annual Meeting,
please indicate your choices on the enclosed Proxy and date, sign and return it
promptly in the postage prepaid envelope provided. The signing and delivery of a
Proxy by no means prevents one from attending the Annual Meeting.

By order of the Board of Directors,

Luis A. Mostacero
Vice President of Finance, Treasurer
and Secretary
July __, 2006.

PARADIGM MEDICAL INDUSTRIES, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
July __, 2006

THIS PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF
PARADIGM MEDICAL INDUSTRIES, INC.

The undersigned hereby appoints Randall A. Mackey and Raymond P.L. Cannefax or
either of them, each with full power of substitution, as proxies to vote at the
Annual Meeting of Shareholders to be held on Thursday, August 31, 2006,
beginning at 10:00 a.m., Mountain Daylight Time, at the corporate headquarters
of Paradigm Medical Industries, Inc. at 2355 South 1070 West, Salt Lake City,
Utah, and at all adjournments thereof, all shares of common stock which the
undersigned would be entitled to vote on matters set forth below, if personally
present:

1. ELECTION OF DIRECTORS, NOMINEES: KEITH D. IGNOTZ, RANDALL A. MACKEY,
JOHN C. PINGREE AND DR. DAVID M. SILVER.

|_| FOR all nominees listed (except as indicated in writing to the
contrary below)

|_| WITHHOLD AUTHORITY to vote for all nominees listed below

Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name here:

_______________________________________________________________________________

2. APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 TO
800,000,000 SHARES.

|_| FOR |_| AGAINST |_| ABSTAIN

3. APPROVAL OF AMENDMENT TO THE 1995 STOCK OPTION PLAN TO AUTHORIZE AN
ADDITIONAL 1,300,000 SHARES OF COMMON STOCK

|_| FOR |_| AGAINST |_| ABSTAIN

4. RATIFICATION OF APPOINTMENT OF CHISHOLM, BIERWOLF & NILSON AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER
31, 2006.

|_| FOR |_| AGAINST |_| ABSTAIN

5. IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.

_______________________________________________________________________________

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY
DIRECTION IS INDICATED, WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 AND FOR
PROPOSALS 2, 3 AND 4. In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the meeting or any
adjournment(s) thereof.

DATED ______________________________, 2006.

SIGNATURE: ________________________________________________________________

(This proxy should be marked, dated and signed by each shareholder exactly as
such shareholder's name appears hereon and returned promptly. Persons signing in
a fiduciary capacity should so indicate. If shares are held by joint tenants or
as community property, both should sign. If a corporation, please sign in full
corporation name by the President or by an authorized corporate officer. If a
partnership, please sign in partnership name by an authorized person).