PARADIGM MEDICAL INDUSTRIES, INC.

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into this
5th day of June,  2000,  by and between  Paradigm  Medical  Industries,  Inc., a
Delaware  corporation  (the "Company") and Mark R. Miehle (the  "Employee"),  to
become effective as of June 5, 2000 (the "Effective Date").

     WHEREAS,  Employee was formerly  employed  with Vismed,  Inc., a California
corporation  headquartered in San Diego,  California and doing business as Dicon
("Dicon"); and

     WHEREAS, the Company is acquiring Dicon and desires to employ Employee, and
Employee desires to become employed by Company;

     NOW THEREFORE,  In consideration  of Employee's  employment by the Company,
and the mutual  promises and covenants  contained in, and the mutual benefits to
be derived from this  Agreement,  and to set forth and  establish  the terms and
conditions  upon which  Employee  shall be employed by the Company,  the parties
hereto agree as follows:

     I. Employment
        ----------

     The Company  hereby  employs  Employee  and  Employee  hereby  accepts such
employment, upon the terms and conditions set forth herein.

     2. Terms and Conditions of Employment.
        -----------------------------------

         (a) Employee  shall be employed in the position of President  and Chief
      Operating  Officer  and,  subject to  direction  from the Chief  Executive
      Officer of the Company,  shall  supervise,  control and be responsible for
      all  aspects  of  the   business   operations   of  the  Company  and  its
      subsidiaries, including direct supervision of the day-to-day operations of
      all departments of the Company and its  subsidiaries.  Employee shall also
      perform  such  strategic  services  and duties  for the  Company as may be
      assigned  or  delegated  to him from time to time by the  Chief  Executive
      Officer or Board of Directors. Employee shall be a member of the Company's
      Executive  Committee  and shall  report  directly to the  Company's  Chief
      Executive Officer.

         (b) Throughout his employment hereunder, Employee shall devote his full
      time, energy and skill to perform the duties of his employment (reasonable
      vacations in accordance with this Agreement and reasonable absences due to
      illness excepted), shall faithfully and industriously perform such duties,
      and shall use his best  efforts to follow  and  implement  all  management
      policies and decisions of the Board of Directors.

<PAGE>

         (c) The  principal  location  at which  Employee's  services  are to be
      performed shall be in the Company's  office in San Diego,  California.  As
      required  by the needs of the  Company's  business,  Employee  also  shall
      perform services in the Company's  headquarters  office in Salt Lake City,
      Utah and in  other  places  the  Company  conducts  business  when  deemed
      appropriate  and  necessary  by the Chief  Executive  Officer  or Board of
      Directors.

         (d)  Employee  may engage in other  activities  and invest his personal
      assets in other  business  or  ventures  to the  extent  that  such  other
      activities,  business,  or ventures do not  materially  interfere with the
      performance  of his duties  under this  Agreement  and do not  violate the
      provisions  of  paragraph  6,  paragraph  7 or  other  provisions  of this
      Agreement.

     3. Compensation and Benefits.
        --------------------------

     As the  entire  consideration  for the  services  to be  performed  and the
obligations  incurred  by  Employee  hereunder,  and  subject  to the  terms and
conditions hereof,  during the Term of this Agreement Employee shall be entitled
to the following:

         (a) Salary.  Commencing from the effective date of this Agreement,  the
      Company shall pay Employee an annual salary ("Annual Salary") of $150,000.
      Such Annual Salary will be payable in equal  bi-weekly  installments or at
      such other intervals as may be established for the Company's customary pay
      schedule  and shall be  pro-rated  for any partial pay period.  The Annual
      Salary  is  subject  to such  adjustments  as the Board of  Directors  may
      determine from time to time in its sole  discretion.  However,  the Annual
      Salary  shall  not be  reduced  below  $150,000  without  the  consent  of
      Employee.

         (b)  Bonus.  As  further  compensation  to  Employee,  and  as  further
      consideration  for his entering into this Agreement and the services to be
      rendered by Employee  hereunder,  the  Company may pay  Employee  annually
      following  the end of  each  fiscal  year,  a cash  bonus.  The  Board  of
      Directors of the Company,  in its sole  discretion,  shall  determine  the
      amount of any bonus and the terms  and  conditions  under  which  Employee
      shall  receive the Bonus.  Such bonus  shall be paid to Employee  upon the
      satisfaction  by the Company of the  performance  objectives that shall be
      determined  by the Board of Directors  of the Company on an annual  basis.
      Without  limiting the generality of the foregoing,  one of the performance
      objectives  shall be an  increase in the  earnings  per share (EPS) of the
      Company over the previous year's earnings per share (EPS), which objective
      must be  satisfied as a condition to the payment of any bonus to Employee.
      Employee  shall have the right to prepare and submit a proposed bonus plan
      to the Board of Directors for its review and consideration. Employee shall
      also have the right to direct  any  portion of the bonus to be paid into a
      deferred compensation fund.

         (c)   Termination  of  All  Dicon   Compensation   and  Benefits.   Any
      compensation  or other  benefits to which  Employee is entitled from Dicon
      shall expire upon  execution of this  Agreement  and shall no longer be of
      any force or effect.  Without  limiting the  generality  of the  foregoing
      sentence, it is specifically understood and agreed that the obligations of
      Dicon under that certain Salary Reduction Agreement dated October 20, 1995

                                     - 2 -
<PAGE>

      between  Dicon and  Employee,  shall  expire and become null and void upon
      execution of this Agreement.

         (d)  Incentive  Stock  Option  Plan.  Employee  shall  be  entitled  to
      participate in the Company's  Company's  1995 Stock  Incentive Plan to the
      extent of Employee's  eligibility  under such plan. Upon execution of this
      Agreement,  the Company shall cause to be issued to Employee stock options
      for 150,000 shares of the Company's common stock pursuant to the terms and
      conditions of said plan including, but not limited to, three year vesting.

         (e)   Additional   Benefits.   Employee   shall  also  be  entitled  to
      participate,  to the extent of  Employee's  eligibility,  in any  employee
      benefit plans made  available by the Company to its  employees  during the
      Term of this Agreement, including, without limitation, such profit sharing
      plans,  401K and  cafeteria  plans,  and  health,  life,  hospitalization,
      dental,  disability or other insurance plans as may be in effect from time
      to  time.  Such  participation  shall  be in  accordance  with  the  terms
      established from time to time by the Company for individual  participation
      in any such plans.

         (f) Life  Insurance.  The Company  shall  provide  Employee with a life
      insurance policy in an amount equal to twice his Annual Salary.

         (g) Vacation,  Sick Leave, and Holidays.  Employee shall be entitled to
      four (4) weeks of  vacation,  and also sick leave and holidays at full pay
      in accordance with the Company's  policies  established and in effect from
      time to time.

         (h)  Car  Allowance.  Employee  shall  be  entitled  to  an  automobile
      allowance  of $500 per month  payable on the first day of each month.  The
      Company  shall  also be  responsible  for the  payment  of  insurance  and
      property taxes relating to such automobile.

         (i) Deductions. The Company shall have the right to deduct and withhold
      from the  compensation  due to Employee  hereunder,  including  Employee's
      Annual Salary and Compensation Bonus, if any, such taxes and other amounts
      as may be customary or required by law.

         (j) Signing Bonus. As a bonus for signing this  Agreement,  the Company
      agrees to issue to Employee as soon as administratively feasible after the
      date of this  Agreement,  28,500 shares of the  authorized  but previously
      unissued  common stock of the Company.  It is agreed that the  certificate
      representing such stock shall bear the customary restricted stock legend.

                                     - 3 -
<PAGE>

     4. Business Expenses.
        ------------------

     The  Company  shall   promptly   reimburse   Employee  for  all  reasonable
out-of-pocket   business  expenses  incurred  in  performing  Employee's  duties
hereunder,  in accordance  with the Company's  policies with respect  thereto in
effect from time to time (including without limitation  policies regarding prior
consent for significant expenditures), provided that Employee promptly furnishes
to the Company adequate records and other  documentary  evidence required by all
federal and state  statutes and  regulations  issued by the  appropriate  taxing
authorities for the  substantiation of each such business expense as a deduction
on the federal and state  income tax returns of the Company.  The Company  shall
reimburse  Employee  for  Employee's  regular  monthly  membership  dues  at the
University Club in San Diego, California.

     5. Term and Termination.
        --------------------

         (a) Term.  The Term of this  Agreement  shall commence on the Effective
      Date of this Agreement, and subject to earlier termination or extension as
      provided  below,  and except for the  provisions of this Agreement and the
      Exhibits  hereto  which,  by their  terms,  continue  in force  beyond the
      termination  hereof,  the Term of this  Agreement  shall  end on the third
      anniversary of the Effective Date of this Agreement.  For purposes of this
      Agreement,  the word "Term" shall mean the initial Term and any extensions
      thereof made in accordance with subparagraph (b) of this paragraph 5.

         (b)  Extension  of  Term.   The  Term  of  this   Agreement   shall  be
      automatically  extended by one year unless  either  party elects not to do
      so. If either party elects not to extend the Term of this Agreement,  that
      party must notify the other party, in writing, not less than 90 days prior
      to the last day of the Term of the  Agreement  then in  effect.  If either
      party  fails to give such  written  notice  at least 90 days  prior to the
      expiration of the Term then in effect, the Term automatically  extends for
      an additional year.

         (c) Termination on Death and for Cause. This Agreement,  and Employee's
      employment  hereunder,  shall  terminate  upon  Employee's  death  and  is
      otherwise immediately terminable for cause (as defined below) upon written
      notice from the Company to Employee.  As used in this  Agreement,  "cause"
      shall  include:  (i)  habitual  neglect of or  deliberate  or  intentional
      refusal to perform  any of  Employee's  duties or  obligations  under this
      Agreement or to follow Company policies or procedures;  (ii) fraudulent or
      criminal activities; (iii) any grossly negligent or dishonest or unethical
      activity;  (iv) breach of  fiduciary  duty,  deliberate  breach of Company
      rules  resulting  in  loss  or  damage  to the  Company,  or  unauthorized
      disclosure of Company trade secrets or confidential information; or (v) if
      Employee  fails  to  fulfill  for two (2)  consecutive  years  the  annual
      performance  goals and objectives,  which shall be mutually  determined by
      Employee and the Board of Directors. A determination of whether Employee's
      actions  justify  termination  for cause and the date such  termination is
      effective shall be made by the Board of Directors in its sole discretion.

                                     - 4 -
<PAGE>


         (d) Termination  for  Disability.  The Company's Board of Directors may
      terminate  this  Agreement,  upon  written  notice  to  Employee,  for the
      "disability"  (as  defined  below)  of  Employee  at the  expiration  of a
      consecutive  twenty-six  (26) week  period of  disability  if the Board of
      Directors  determines in its sole discretion  that  Employee's  disability
      will prevent  Employee from  substantially  performing  Employee's  duties
      hereunder. As used in this Agreement, "disability" shall be defined as (i)
      Employee's  inability,  by reason of physical  or mental  illness or other
      cause, to perform substantially  Employee's duties hereunder;  or (ii), in
      the  discretion  of  the  Board  of  Directors,  as it is  defined  in any
      disability  insurance  policy in effect at the Company  during the time in
      question.   Employee  shall  receive  full  compensation,   benefits,  and
      reimbursement of expenses pursuant to the terms of this Agreement from the
      date  disability  begins  until  the  date  Employee  receives  notice  of
      termination  under  this  paragraph  or until  Employee  begins to receive
      disability  benefits  pursuant to a Company  disability  insurance policy,
      whichever occurs first.

         (e)  Involuntary  Termination  for Other than  Cause.  The  Company may
      terminate  Employee's  employment  hereunder during the Term of employment
      other than for Cause by giving  Employee at least ten days written notice.
      In such event,  the Company  shall pay to Employee  all salary and bonuses
      accrued up to and including the date of  termination,  all unused vacation
      and all unreimbursed expenses which are reimbursable pursuant to paragraph
      4 incurred prior to such termination.  In addition, the Company shall have
      the following rights and duties:

              (i) The Company  shall pay to  Employee a severance  payment in an
       amount equal to 6 months (or  one-half) of  Employee's  Annual  Salary in
       effect on the date of  termination,  but not more than the Salary left to
       be paid during the remainder of the Term (the "Severance  Payment").  The
       Severance  Payment  shall  be  paid  in  approximately   equal  bi-weekly
       installments,  or at such other  intervals as may be established  for the
       Company's customary pay schedule, at the annual rate of Employee's Salary
       on the date of termination.

              (ii) The Company  shall keep all medical and dental  benefits that
       are in effect as of the date of termination in force, at the sole cost to
       the Company, for six months after the date of termination.

              (iii) The Company shall pay to Employee all deferred compensation,
       if any, owed to Employee, under any other Agreement. However, any amounts
       owed under a 401(k) or other plan  qualified  under the Internal  Revenue
       Code shall be paid in  accordance  with the terms and  provisions of such
       plans.

              (iv) The  Company  shall  have the  right,  for 30 days  after the
       termination  date, at the Company's  sole  discretion,  to redeem all the
       outstanding shares of the Company that Employee owns, at the current fair
       market value of the shares,  subject to the  restrictions  that may apply
       under law.

                                     - 5 -
<PAGE>

              (v) All  outstanding  stock  options  allocated to Employee  which
       would  have  been  vested  at the end of the Term had  Employee  remained
       employed  by the  Company  to the end of the Term,  shall be  immediately
       vested,  subject  to the  restrictions  that  may  apply  under  the  law
       including  restrictions  applicable  to any  options  granted  under  the
       Company's 1995 Incentive Stock Option Plan.

         (f) Mutual  Voluntary  Termination.  In the event the parties  mutually
      agree in writing to terminate  this  Agreement,  Employee  agrees,  at the
      Company's  request,  to continue providing services for a requested period
      of  time up to,  but not  more  than,  six  months  after  such  voluntary
      termination (the "Transition Period") to facilitate  transition.  Employee
      shall  be an  independent  contractor  and  not  an  employee  during  the
      Transition  Period  and shall be  available  to  assist in the  transition
      during such period.  During the Transition Period,  Employee shall receive
      compensation  equal  to 110  percent  of the  Salary  at the  time  of the
      voluntary termination. Payment of such compensation shall be made at least
      monthly. It is understood and agreed that Employee,  during the Transition
      Period,  may be seeking other  opportunities  and will not be devoting 100
      percent of his time to the affairs of the  Company.  The Company may elect
      to terminate the independent  contractor  relationship with Employee prior
      to the end of the  Termination  Period once  Employee  accepts a full time
      position with another company.

         (g)  Effect of  Termination.  In the  event  Employee's  employment  is
      terminated  hereunder,  all obligations of the Company and all obligations
      of Employee  shall cease.  Upon such  termination,  Employee or Employee's
      representative   or  estate   shall  be  entitled  to  receive   only  the
      compensation,  benefits,  and reimbursement  earned or accrued by Employee
      under  the  terms  of this  Agreement  prior  to the  date of  termination
      computed pro rata up to and including the date of  termination,  but shall
      not be entitled to any further  compensation,  benefits,  or reimbursement
      from  such  date,  unless  otherwise  mutually  agreed in  writing  by the
      parties.

     6. Covenant Not to Compete
        -----------------------

         (a) Covenant. Employee hereby covenants and agrees that during the Term
      of this Agreement and for a period of six (6) months  thereafter,  he will
      not, except as a director, officer, employee or consultant of the Company,
      or any subsidiary or affiliate of the Company, directly or indirectly own,
      manage,   operate,   join,  control,  or  participate  in  the  ownership,
      management,  operation or control of, or be connected  with (as  director,
      officer, employee, consultant, agent, independent contractor of otherwise)
      in any other manner with any business  engaged in the Defined Business (as
      described below) which is the same or  substantially  similar in nature to
      the business  engaged in by the Company in the State of Utah,  and each of
      the other states in the United States, and each foreign country,  in which
      the  Company  may  engage   (whether   directly  or   indirectly   through
      subsidiaries, affiliates, franchisees, licensees, representatives,  agents
      or otherwise) during the term of this Agreement and Employee's  employment
      with the Company.

         (b) Definition of Defined Business.  As used herein,  the term "Defined
      Business"  shall  mean the  business  of  ophthalmic  instrumentation  and

                                     - 6 -
<PAGE>

      engaging  in  any  business   currently  engaged  in  by  the  Company  or
      contemplated by the Company.

         (c)  Non-Solicitation  Agreement.   Employee  shall  not,  directly  or
      indirectly,  employ, solicit for employment, or advise or recommend to any
      other person that they employ or solicit for  employment,  any employee of
      the  Company (or any  subsidiary  or  affiliate),  during the Term of this
      Agreement and Employee's employment with the Company and for a term of two
      years thereafter; provided however, that this paragraph shall not preclude
      Employee  from  giving  an  employment  reference  at the  request  of any
      employee  of the Company or at the  request of a  prospective  employer of
      such employee.

         (d) Conflicting Employment.  Employee shall not, during the Term of his
      employment with the Company,  engage in any other employment,  occupation,
      consulting or other business  activity directly related to the business in
      which the Company is now involved or becomes  involved  during the Term of
      his  employment,  nor will Employee  engage in any other  activities  that
      conflict with his obligations to the Company.

         (e) Unique and  Essential  Nature of  Services  of  Employee.  Employee
      understands  and  acknowledges  that the  Company  is  entering  into this
      Agreement in reliance upon the unique and essential nature of the personal
      services  Employee  is to perform as an  employee  of the Company and that
      irreparable  injury  would  befall  the  Company  or its  subsidiaries  or
      affiliates  should  Employee serve a competitor  of, or compete,  with the
      Company or any of its subsidiaries or affiliates.

         (f) Injunctive and Equitable Relief. Employee covenants and agrees that
      the Company's  remedy at law for any breach or violation of the provisions
      of this  Paragraph  6 are  inadequate  and that,  in the event of any such
      breach or violation, the Company shall be entitled to injunctive relief in
      addition  to any other  remedy,  at law or in  equity,  to which it may be
      entitled.

         (g)   Acknowledgement  of  Reasonableness  of  Restrictions.   Employee
      specifically  acknowledges  and agrees that the six-month  post-employment
      limitation  upon his  activities  as specified  above,  together  with the
      geographical limitations set forth above, are reasonable limitations as to
      time and place upon  Employee's  post-employment  activities  and that the
      restrictions are necessary to preserve,  promote and protect the business,
      accounts and good-will of the Company and impose no greater restraint than
      is reasonably necessary to secure such protection.

         (h) Limitation on Scope or Duration. In the event that any provision of
      this  Paragraph  6 shall be held  invalid or  unenforceable  by a court of
      competent  jurisdiction  by reason of the  geographic or business scope or
      the duration  thereof,  such invalidity or  unenforceability  shall attach
      only to the scope or  duration of such  provision  and shall not affect or
      render invalid or  unenforceable  any other  provision of this Paragraph 6
      and, to the fullest  extent  permitted  by law,  this  Paragraph  shall be
      construed as if the  geographic or business  scope or the duration of such
      provision  had been  more  narrowly  drafted  so as not to be  invalid  or

                                     - 7 -
<PAGE>

      unenforceable but rather to provide the broadest protection to the Company
      permitted by law.

     7. Confidential Information Agreement.
        -----------------------------------

     Employee agrees that Employee will keep  confidential  and will not, during
or after this Agreement,  disclose,  divulge,  furnish or make accessible to any
person,  firm,  corporation or other business  entity,  any  information,  trade
secrets, customer information,  marketing information,  sales information,  cost
information,  technical data, know-how, secret processes,  discoveries, methods,
patentable or unpatentable ideas,  formulae,  processing techniques or technical
operations  relating to the business,  business  practices,  methods,  products,
processes, equipment or any confidential or secret aspect of the business of the
Company (collectively, the "Confidential Information") without the prior written
consent of the Company.  Upon the  termination of this Agreement for any reason,
and at any time prior thereto upon request by the Company, Employee shall return
to the Company all written  records of any  Confidential  Information,  together
with  any  and all  copies  of  such  records,  in  Employee's  possession.  Any
Confidential  Information which Employee may conceive of or make during the Term
of this  Agreement  shall be and remain the  property of the  Company.  Employee
agrees promptly to communicate and disclose all such Confidential Information to
the Company and to execute  and  deliver to the Company any  instruments  deemed
necessary by the Company to effect disclosure and assignment thereof to it.

     8. Assignment.
        -----------

     This Agreement is for the unique  personal  services of Employee and is not
assignable  or delegable in whole or in part by Employee  without the consent of
the Board of  Directors  of the  Company.  This  Agreement  may be  assigned  or
delegated  in whole or in part by the Company  and,  in such case,  the terms of
this Agreement shall inure to the benefit of, be assumed by, and be binding upon
the entity to which this Agreement is assigned.

     9. Inventions
        ----------

         (a)  Disclosure  of  Inventions.  Employee  hereby  agrees  that  if he
      conceives,  learns,  makes, or first reduces to practice,  either alone or
      jointly with  others,  any  inventions,  improvements,  original  works of
      authorship,  formulas, processes, computer programs, techniques, know-how,
      or  data  relating  to  the  Defined  Business  (hereinafter  referred  to
      collectively as "Inventions") while he is employed by the Company, he will
      promptly  disclose  such  Inventions  to  the  Company  or to  any  person
      designated  by it.  Notwithstanding  the fact that  Employee may determine
      that the Company  has no right to such  Invention,  he shall  nevertheless
      promptly  disclose  any such  Invention  to the  Company  or to any person
      designated by it upon reasonable request.

         (b)  Ownership,  Assignment,  Assistance,  and Power of  Attorney.  All
      Inventions  related to  ophthalmic  instrumentation  shall be the sole and
      exclusive property of the Company, and the Company shall have the right to
      use and to apply for patents, copyrights, or other statutory or common law

                                     - 8 -
<PAGE>

      protection for such Inventions in any country.  Employee hereby assigns to
      he  Company  any  rights   which  he  may  acquire  in  such   Inventions.
      Furthermore,  Employee agrees to assist the Company in every proper way at
      the Company's expense to obtain patents,  copyrights,  and other statutory
      common law  protections  for such Inventions in any country and to enforce
      such rights from time to time.  Specifically,  Employee  agrees to execute
      all  documents  as the Company  may desire for use in applying  for and in
      obtaining or enforcing such patents,  copyrights,  and other  statutory or
      common  law  protections  together  with any  assignments  thereof  to the
      Company  or to any  person  designated  by the  Company.  In the event the
      Company is unable for any reason whatsoever to secure Employee's signature
      to any lawful  document  required  to apply for or to enforce  any patent,
      copyright,   or  other  statutory  or  common  law  protections  for  such
      Inventions,  Employee  hereby  irrevocably  designates  and  appoints  the
      Company  and its duly  authorized  officers  and  agents as his agents and
      attorneys-in-fact  to act in his stead to execute such documents and to do
      such  other  lawful  and  necessary  acts  to  further  the  issuance  and
      protection of such patents,  copyrights,  or other statutory or common law
      protection,  such  documents or such acts to have the same legal force and
      effect as if such  documents  were  executed  by or such acts were done by
      Employee.

     10. Waiver or Modification.
         -----------------------

     Any waiver,  modification  or amendment of any provision of this  Agreement
shall be effective only if in writing in a document that specifically  refers to
this Agreement and such document is signed by the party against whom enforcement
of any waiver,  change,  modification,  extension,  or discharge is sought.  The
waiver by either  party of a breach of any  provision  of this  Agreement by the
other party shall not operate or be construed as a waiver of any other provision
hereof or any subsequent breach of the same provision hereof.

     11. Severability.
         ------------

     If any provision of this Agreement is found to be  unenforceable by a court
of competent jurisdiction, the remaining provisions shall nevertheless remain in
full force and effect.

     12. Notices.
         --------

     Any notice  required or  permitted  hereunder  to be given by either  party
shall be in writing and shall be  delivered  personally  or sent by certified or
registered mail, postage prepaid, or by private courier, or by telex or telegram
to the party to the address  set forth below or to such other  address as either
party may designate from time to time according to the terms of this paragraph:


     To Employee at:     10373 Roselle Street
                         San Diego, California 92121
                         (or the last residence address given by
                         Employee to the Company)

                                      - 9 -
<PAGE>


     To the Company at:  Paradigm Medical Industries, Inc.
                         1772 West 2300 South
                         Salt Lake City, Utah 84119

     With a copy to:     Randall A. Mackey, Esq.
                         Mackey Price & Williams
                         170 South Main Street, Suite 900
                         Salt Lake City, Utah 84101

     A notice  delivered  personally  shall be effective upon receipt.  A notice
sent by  facsimile  or telegram  shall be  effective 24 hours after the dispatch
thereof.  A notice delivered by mail or by private courier shall be effective on
the 3rd day after the day of mailing.

     13. Attorney's Fees.
         ----------------

     In the event of any  action at law or equity to enforce  or  interpret  the
terms of this  Agreement,  the prevailing  party shall be entitled to reasonable
attorney's  fees and court costs in  addition to any other  relief to which such
party may be entitled.

     14. Governing Law.
         --------------

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of Delaware  applicable  to  contracts  entered into and to be
performed entirely within such State.

                                     - 10 -
<PAGE>


     IN WITNESS WHEREOF,  the parties have executed this Agreement  effective as
of the date first set forth above.

                                              EMPLOYEE:

                                              /s/ Mark R. Miehle
                                              ------------------
                                              Mark R. Miehle


                                              THE COMPANY:

                                              PARADIGM MEDICAL INDUSTRIES, INC.


                                              By: /s/ Thomas F. Motter
                                                 -----------------------
                                              Thomas F. Motter, President and
                                              Chief Executive Officer

EA-605M.PMI
                                     - 11 -