ASSET PURCHASE AGREEMENT



                                  by and among



                 PARADIGM MEDICAL INDUSTRIES, INC. ("Purchaser")



                                       and



                       INNOVATIVE OPTICS, INC. ("Seller")



                                       and



                       BARTON DIETRICH INVESTMENTS, L.P.,

             the Majority Shareholder of Seller (the "Shareholder")



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                            ASSET PURCHASE AGREEMENT

                            ------------------------



         THIS ASSET  PURCHASE  AGREEMENT  ("Agreement")  dated as of January 31,

2002, is entered into by and among PARADIGM MEDICAL INDUSTRIES, INC., a Delaware

corporation  ("Purchaser"),  INNOVATIVE  OPTICS,  INC.,  a  Georgia  corporation

("Seller"),  and BARTON DIETRICH INVESTMENTS,  L.P., the majority shareholder of

Seller  ("Shareholder")  (Purchaser,  Seller and Shareholder  collectively,  the

"Parties").



                                  WITNESSETH:



         WHEREAS,  Seller  desires to sell and Purchaser  desires to buy all the

assets of Seller used or useful in the business of the development,  manufacture

and  distribution  of an  invention  known as the  microkeratome  blade,  or the

Innovatome(TM)  (the  "Business"),  except those expressly  excluded herein (the

"Assets"), on the terms and conditions of this Agreement.



         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,

warranties,  covenants and agreements hereinafter contained, the parties hereto,

each intending to be legally bound hereby, agree as follows:



                                    ARTICLE 1



                             SUMMARY OF TRANSACTIONS



         1.1 Assets  Purchased.  Purchaser hereby agrees to purchase from Seller

         and Seller hereby  agrees to sell to Purchaser  all of the Assets.  The

         Assets include, but are not limited to, the following:



              (a) the tangible assets of Seller,  and all of Seller's  deposits,

prepaid expenses, inventories and intangible properties;



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              (b) all contract  rights,  causes of action,  claims,  refunds and

demands of whatever nature,  including  rights to returned or repossessed  goods

and rights as unpaid vendor arising out of the Business;



              (c) all books and  records  relating  to the  Business  and Seller

(except minute books and stock record books);



              (d) all issued and pending patents, patent applications,  software

programs, copyrights and copyright applications of Seller;



              (e) all rights of Seller in and to all of Seller's  trademarks and

trade names, including without limitation,  the name  "Innovatome(TM)",  and all

variants thereof, and all intellectual  property and proprietary  information of

Seller;



              (f) all rights to an assignment  among Scott S. Bair, Igor Gradov,

Ronald L. Rabie,  Edward Larry Hicks and Seller assigning certain inventions and

improvements   disclosed  in  an  application   for  Letters  Patent   entitled,

"Microkeratome," filed in the United States Patent and Trademark Office on April

24, 1998 under Application No. 09/066,496;



              (g) all rights to an  assignment  between  Igor  Gradov and Seller

assigning  certain  inventions and improvements  disclosed in an application for

Letters Patent  entitled,  "Microkeratome  Blade  Assembly," filed in the United

States  Patent and  Trademark  Office on  September  28, 1999 under  Provisional

Application No. 60/156,505.



              (h) all of  Seller's  marketing  and sales  materials  and related

documents; and



              (i) all of Seller's intangibles and goodwill.



         At Closing,  Seller  shall  deliver to Purchaser a bill of sale for the

Assets,  substantially in the form of Exhibit "1.1" (the "General Assignment and

Bill of Sale").



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<PAGE>



         1.2  Excluded  Assets.  Purchaser  and  Seller  agree  that the  assets

expressly excluded from the purchase and sale hereunder shall be all of Seller's

cash, bank accounts and equivalents.



         1.3 Assumption of Liabilities.  At Closing,  Purchaser shall enter into

an assignment and  assumption  agreement,  substantially  in the form of Exhibit

"1.3" (the  "Assignment  and Assumption  Agreement")  providing for Purchaser to

assume those  liabilities of Seller  described in Section 3.1 hereof.  Except as

expressly provided in this Agreement,  Purchaser is not assuming any liabilities

of Seller and Seller shall be responsible  for those  liabilities not assumed by

Purchaser,  including  but not limited to, sales tax  payables,  loans  payable,

royalty payments and interest payments.



         1.4  Non-Competition  and   Confidentiality   Agreement.   At  Closing,

Shareholder shall enter into a  non-competition  and  confidentiality  agreement

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