February 22, 1999

Tom Motter
President & CEO
Paradigm Medical Industries, Inc.
1127 West 2320 South, Suite A
Salt Lake City, UT 84119

Dear Tom:

This letter  confirms  your  engagement  of Doug Adams as  business  development
consultant and sets forth the terms and conditions under which Doug Adams agrees
to  serve  Paradigm  Medical  Industries,  Inc.  with the  following  consulting
assignment:

1.     Look for new technology opportunities in the field of ophthalmic devices
       or equipment that are available for acquisition.  See "Sale Transaction."
2.     Explore  options  relating  to  an eventual merger of Paradigm within the
       ophthalmic industry.

For  the  purposes  of  this  agreement,   a  "Sale  Transaction"  includes  any
transaction  from a qualified  buyer or seller  that  results in a cash or stock
payment.  A  qualified  purchaser  or seller is  defined as a  financially  able
corporation   with  serious   intent,   a  strategic   plan,  and  a  timetable.
Authorization  from the Company in advance of  approaching  potential  buyers or
sellers will be required in writing.

1.     Scope. The representation of the Company by Doug Adams shall be exclusive
       and shall be applicable to specific potential  buyers/sellers  identified
       by Doug Adams to the  Company  and with  respect to which the Company has
       not had prior communications with respect to a merger/acquisition.

2.     Term. This agreement shall be in effect for a period of one year from the
       date of the Company's signing,  and may be terminated on thirty (30) days
       written notice.

3.     Business  Information.   Company  shall  furnish  complete  and  accurate
       business and financial information during the term of this agreement.

4.     Retainer Fee. Upon signing this  agreement,  Paradigm  agrees to issue to
       Doug Adams  25,000  shares of  Paradigm  stock.  15,000  shares are to be
       issued  upon  signing  this  agreement  and the balance to be issued upon
       obtaining a LOI from a qualified candidate.

5.     Expenses.  All  expenses in  connection  with the services to be provided
       shall be  pre-approved  for  reimbursement  by the Company  prior to such
       expenses being incurred.


<PAGE>


6.     Success Fee. In the event of any "Merger/Acquisition",  developed by Doug
       Adams during this agreement, Company agrees to pay Doug Adams at closing,
       a "Success  fee" based upon the total  consideration  paid or received by
       Company.  Such  "Success  Fee" shall be equal to 10% of the proceeds from
       the  "Merger/Acquisition"  to a maximum of $1,000,000.  The "Success Fee"
       shall be paid at closing in the same form of  consideration  received  or
       paid by Company.

7.     Indemnity.  Company  agrees to indemnify  Doug Adams  against any and all
       claims that may be asserted by any party which arise out of the Agreement
       or the services of Doug Adams.

8.     Authority.  By executing this agreement,  you represent that you have the
       absolute authority to enter into this agreement on behalf of Company.

9.     Disclaimer.  Doug Adams makes no  representations,  expressed  or implied
       that a sale transaction  will result from the services  furnished by Doug
       Adams  under the  Agreement.  The  obligations  of Doug  Adams  under the
       Agreement shall not include legal or accounting services,  which services
       the Company shall obtain at its own expense.

Tom, I look  forward  to  working  with you on this  important  project.  Please
indicate  your  acceptance  of this  Agreement by executing  and  returning  the
enclosed copy.

Sincerely,

/s/ Doug Adams
--------------
Doug Adams


                            Accepted and agreed to this day of February 22, 1999

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