DATED this 18th day of February, 2000.
For valuable consideration, the sufficiency and receipt of which are hereby acknowledged, VISMED, INC.,
D/B/A DICON, a California corporation (the “Maker”), hereby promises to pay to the order of PARADIGM
MEDICAL INDUSTRIES, INC., a Delaware corporation (the “Payee”), at 1127 West 2320 South, Suite A,
Salt Lake City, Utah 84119, or, at the Payee’s option, at such other place as may be designated in writing from
time to time by the Payee, the sum of Seven Hundred Fifty Thousand Dollars ($750,000), together with interest
thereon as hereinafter provided, in lawful money of the United States.
Interest on the loan shall be charged on the unpaid principal of the loan at a rate equal to eight percent (8%)
per annum, computed on the basis of a 365 day year until the loan shall have been paid in full.
Principal and accrued interest shall be due and payable on or before March 18, 2000.
The Maker may prepay all or any portion of the principal balance of the Note at any time, and from time to
time, without penalty. All payments made under this Note shall be applied first toward the reduction of accrued
and unpaid interest and then toward the reduction of the unpaid principal hereof.
This Note is secured by a Security Agreement of even date herewith executed by the Maker.
The Maker shall be in default under this Note if the Maker shall (a) fail to make payment due hereunder
when the same shall be due and payable, (b) file a petition seeking to be adjudged bankrupt, (c) make a general
assignment for the benefit of creditors, (d) suffer the appointment of a receiver, (e) be found to have made any
misrepresentation to the Payee, whether or not any such misrepresentation resulted in the making of this Note, (f)
fail to comply with any other agreement related to or contemplated in connection with the execution of this Note,
or (g) become insolvent, and, in the Payee’s sole discretio