Paradigm Medical Industries Inc. (PDMI)

[brunners]

PDMI http://www.paradigm-medical.com/Library/Quarterly_Report_033114.pdf

on the page 16....

Agreement with Jerry Katzman, M.D. to Recapitalize the Company

On June 18, 2014, the Company entered into an agreement with JelTy Katzman, M.D. in which Dr. Katzman were
retained as an investlnent advisor to render advice and services in order to raise capital for the Company. The services that
Dr. Katzman is to perfonn for the Company includes the following: (i) study and review the Company' s business operations
and historical financial performance so as to enable them to provide advice to the Company; (ii) assist the Company in
attempting to formulate the best strategy to meet its working capital and capital resource needs; and (iii) introduce the
Company to potential banks and investors.

As compensation for their services, the Company agrees to issue Dr. Katzman a total of 162,500,000 restricted shares
of the Companys comlnon stock, representing approximately 10% ofthe Company' s 3,248,785,287 common shares currently
outstanding. The agreement further provides that any assistance by Dr. Katzlnan in raising capital for the Company will be
on a best efforts basis. Moreover, there can be no assul`ance that prospective investors will be willing to invest in the
Company in order to pay the settlement payment, particularly in view of the "chill" imposed by the Depository Trust
Company ("DTC") on the Company's common stock.

In view of the recently completed Settlement Agreement and the agreement with Messrs. Bayern, Motter and
Katzman to recapitalize the Company, the Company intends to make a further request to the DTC to remove the "chill" that
it imposed on the Companys common stock. There can be no assurance, however, that the Company will be successful in
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having the "chill" removed. Unless the "chill" is removed on the Company's common stock, the Company believes it is
highly unlikely that prospective investors would be willing to invest in the Company. Even if the Company is successful in
having the DTC remove the chill, there is no assurance the Company will be successful in obtaining financing from
prospective investors as the Company is currently inactive with no business operations, paid employees or corporate office.