WHEREAS, the third paragraph of the Note provides that the principal and accrued interest shall be due and payable on or before April 18, 2000; WHEREAS, the Note was amended as of March 18, 2000, to extend the date by which the principal and accrued...

PARADIGM MEDICAL INDUSTRIES, INC. 10-Q 1ST QUARTER 2000 EX-10 AMENDMENT 2


Exhibit 10.37
SECOND AMENDMENT TO PROMISSORY NOTE


THIS AGREEMENT is effective as of April 18, 2000, by and between  VISMED,  INC.,
d/b/a DICON, a California corporation ("Dicon") and PARADIGM MEDICAL INDUSTRIES,
INC., a Delaware corporation ("Paradigm").


WITNESSETH:


        WHEREAS, Dicon
and Paradigm have entered into a Promissory Note dated February 18, 2000 (the
“Note”); 

        WHEREAS, the
third paragraph of the Note provides that the principal and accrued interest
shall be due and payable on or before April 18, 2000; 

        WHEREAS, the
Note was amended as of March 18, 2000, to extend the date by which the principal
and accrued interest was to be payable from March 18, 2000 to April 18, 2000;
and 

        WHEREAS, Dicon
and Paradigm now desire to enter into a second amendment to the Note to extend
the date by which the principal and accrued interest shall be payable from April
18, 2000 to May 18, 2000. 

        NOW, THEREFORE,
in consideration of the premises and the mutual covenants and agreements
contained herein, the parties hereby agree as follows: 

1.  The  third  paragraph  of the  Note is  hereby  deleted  and  the  following
substituted therefore:

Principal  and accrued  interest  shall be due and payable on or before May 18,
2000.


2. Except as hereby  amended,  the Note shall  continue in full force and effect
between the parties.


IN WITNESS WHEREOF,  this Agreement has been executed as of the
date first above written. 

                               VISMED, INC., d/b/a DICON



                               By: Xxxx X. Xxxxxx
                                   Xxxx X. Xxxxxx, President and Chief
                                      Executive Officer



                               PARADIGM MEDICAL INDUSTRIES, INC.



                               By: Xxxxxxx X. Xxxxxx
                                   Xxxxxxx X. Xxxxxx, Secretary and
                                      attorney-in-fact for Xxxxxx X. Xxxxxx,
                                      President and Chief Executive Officer