WORLDWIDE OEM AGREEMENT







         THIS  WORLDWIDE OEM AGREEMENT  (this  "Agreement")  is made and entered

into this 12th day of June 2006 (the "Effective  Date"), by and between Paradigm

Medical Industries,  Inc., a Delaware corporation with corporate offices at 2355

South 1070 West, Salt Lake City,  Utah 84119,  USA,  +801-977-8970  (hereinafter

referred to as "Paradigm"), and MEDA Co., Ltd., with business offices at Room D,

F3, Building C2, Xinmao Science Skill Park,  Huayuan Industry  Development Area,

Tianjin,  300384,  China,  +86-22-83713808   (hereinafter,   together  with  its

subsidiaries  and  representative  offices  referred to as "MEDA")  (each of the

foregoing  parties are referred to singly as a "Party" and  collectively  as the

"Parties").



                                   WITNESSETH:



         WHEREAS,  Paradigm and MEDA desire to enter into an  agreement  for the

purpose  of  MEDA  supplying  MEDA  Products,  as  defined  below,  modified  or

unmodified, in accordance with Appendix 1, to Paradigm for the purpose of resale

by Paradigm through the Paradigm  distribution channels consisting of ophthalmic

and medical product  distributors and independent sales  representatives  in the

Territories, as defined below;



         NOW,   THEREFORE,   in  consideration  of  the  mutual  and  reciprocal

covenants,  promises,  recitals,  terms and conditions herein contained, and for

other good and valuable consideration,  the receipt and sufficiency of which are

hereby acknowledged by each Party, the Parties hereby agree as follows:



         1.  Definitions



         1.1  "MEDA  Products" shall mean the products as defined in Appendix 1,

              which shall be supplied  by MEDA to  Paradigm,  and by Paradigm to

              its  customers/distributors in the Territories,  as defined below,

              under either the MEDA  type/model  number or labeled as a Paradigm

              product  with  either  the  MEDA  type/model  number  or a new and

              different   Paradigm   model/type   number.   Other  products  and

              territories  can be included  under the terms of this Agreement by

              means of amending this Agreement, including appending to the items

              listed in Appendix 1.



         1.2  "Territories" shall mean the territories as defined in Appendix 1.



         2.  Grant of License and Rights of the Parties



              2.1    MEDA agrees to grant to Paradigm a non-exclusive license to

                     redistribute   and   resale  the  MEDA   Products   in  the

                     Territories.



              2.2    In the  interests  of  promoting  MEDA  Products as part of

                     Paradigm's   product   line,   the  Parties  agree  (a)  to

                     participate in periodic  meetings to monitor the results of

                     this Agreement;  (b) to review,  modify and add to the MEDA



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                     Products  in  order  to  improve  the   products   wherever

                     possible;  (c) to jointly  develop and  collaborate  in the

                     improvement and  enhancement of the MEDA Products;  and (d)

                     to determine  intellectual property ownership or percent of

                     ownership of major  enhancements  to existing  Products and

                     development of new Products as well as to creating improved

                     products  by  combining  the  intellectual  properties  and

                     expertise of both Parties.



              2.3    In the  interest of product  development,  enhancement  and

                     differentiation, MEDA shall give consideration to potential

                     software  development  or  enhancements  made  available by

                     Paradigm  for the  MEDA  Products.  Software  and  hardware

                     modifications  designed  exclusively  by  Paradigm  for the

                     purpose of product  uniqueness  shall be  exclusive  to the

                     MEDA Products  supplied to Paradigm under  Paradigm's name,

                     to Paradigm  customers  and be made  available  to MEDA and

                     MEDA customers who are not competing directly with Paradigm

                     and  Paradigm  distributors  and sales  agents  within  the

                     Territories.  Such software and hardware  modifications may

                     be used  by  MEDA in its  markets  and,  with  approval  of

                     Paradigm, in the Territories.  To avoid any ambiguity, such

                     software and hardware  modifications  shall be described in

                     writing and agreed to by both Parties  prior to making such

                     modifications.



              2.4    Software and  hardware  modifications  designed  jointly by

                     Paradigm   and  MEDA   shall  be   considered   the   joint

                     intellectual property of Paradigm and MEDA and may be used,

                     without restriction, unless otherwise previously agreed to,

                     by either Party.



              2.5    In  the  interest  of  product   improvement,   MEDA  shall

                     collaborate  with  Paradigm and its  designated  engineers,

                     employees  or  consultants  to  consider  and   potentially

                     implement   jointly  or  individually  the  development  of

                     product  enhancements on the products  marketed by Paradigm

                     and the products  manufactured  by MEDA.  Paradigm and MEDA

                     shall  develop  a  unique   appearance   for  the  products

                     manufactured  for  Paradigm in order to  differentiate  the

                     Paradigm  specific  product  appearance  from the  products

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