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                                 Exhibit 10.32

                             EQUITY SOURCE PARNTERS
                              575 Jericho Turnpike
                             Jericho, New York 11753

                                                                 August 14, 2007

Raymond Cannefax
CEO
Paradigm Medical Industries, Inc.
2355 South 1070 West
Salt Lake City, Utah  84119

Dear Ray;

         As per our discussions of earlier dates,  Equity Source  Partners,  LLC
("ESP") is pleased to act as  exclusive  financial  advisor to Paradigm  Medical
Industries,  Inc. (the "Company") in connection  with the Company's  interest in
raising private capital,  creating a strategy for growing the core business, the
pursuit of a  follow-on  offering  and  providing  general  strategic  corporate
advice.

1.       Strategic Advisory Services
         ---------------------------

         ESP will provide  strategic and fund raising  assistance  and advice as
the Company may reasonably request, including the following:

         a)   Assist in identifying and introducing the company to third parties
              in connection with potential strategic relationships;

         b)   Assist the Company in  reviewing  presentations  to third  parties
              interested in strategic relationships;

         c)   Provide advice  regarding  issues relating to potential  strategic
              relations,   capital  raises  and  potential   investment  banking
              contacts;

         d)   Establish contact with prospective  providers of capital and their
              advisors

         e)   Assist the Company in  establishing  a value  range for  potential
              transactions;

         f)   Assist  the  Company,  where  practicable,  in its  due  diligence
              procedures;

         g)   Counsel  the Company as to  strategy  and tactics for  negotiating
              with the prospective providers of capital;

         h)   Advise as to the structure and form of potential transactions; and

         i)   Assuming an  agreement  is reached  for a  potential  transaction,
              assist in reviewing  matters necessary to consummate the potential
              transaction.

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2.       Financing Services
         ------------------

The  Services to be  performed  on behalf of the Company  respecting a Financing
include the following:

         a)   Visiting with  representatives  of the Company to learn more about
              its operations, business and financial condition;

         b)   Advise  the  Company  as  to  appropriate   terms  and  conditions
              respecting any Financing;

         c)   Review an executive  summary prepared by the Company to be used to
              solicit prospective providers of capital;

         d)   Solicit prospective  providers of capital on the Company's behalf;
              and

         e)   Assist  the  Company  in  negotiating  the  terms of a  definitive
              agreement  with  one or more  providers  of  capital  on the  most
              favorable possible terms to it.

3.       Terms of Agreement
         ------------------

ESP will act for the Company as provided above from  the date of this letter for
a period of twelve months unless this assignment is extended by mutual consent.

4.       General Retainer, Strategic Advisory Fee, Success Fees and Expenses
         -------------------------------------------------------------------

         a)   As  compensation  for ESP's services in providing such  consulting
              services,  advice and assistance,  the Company agrees to issue ESP
              an advisory  fee equal to an  aggregate  of 3% of the  outstanding
              shares of Paradigm  Medical  Industries,  Inc. common stock. It is
              understood  that these  shares will be adjusted to the extent that
              any additional shares of Paradigm Medical are issued subsequent to
              signing this agreement. To the extent practicable, the shares will
              be  included  in the  next  registration  statement  filed  by the
              Company.

         b)   As compensation  for ESP's services in providing access to capital
              and potential banking relationships, the Company agrees to pay ESP
              as follows:

              (i)    A cash fee to equal to 7.5% of the gross proceeds  received
                     from  the  sale  of   securities   to  investors  who  were
                     introduced to the Company by ESP and a cash fee equal to 3%
                     of the gross proceeds  received from the sale of securities
                     to investors who were not introduced by ESP.

5.       Governing Law
         -------------

This letter  agreement shall be governed by and construed in accordance with the
laws of the  State of New  York,  without  giving  effect  to  conflicts  of law
principles.  The Company hereby agrees that any suit or proceedings  arising out
of or relating to the engagement contemplated hereby shall be had in the federal
or state  courts in New York and hereby  consents to  jurisdiction  and venue in
such courts.  ESP hereby agrees and the Company hereby agrees, on its own behalf
and on behalf of its security holders,  to waive any right to trial by jury with
respect to any claim,  counter-claim  or action  arising out of or in connection
with this letter agreement.

6.       Sole and Entire Agreement; Binding Effect
         -----------------------------------------

This agreement is the sole and entire agreement  between the parties  pertaining
to its subject matter and supersedes all prior agreements,  representations  and
understandings  of the parties.  No  modifications  of this  agreement  shall be
binding unless agreed to in writing by ESP and the Company. This agreement shall
be binding on and shall insure to the benefit of the  successors  and assigns of
the parties hereto.



                                                /s/ Cary Sucoff
                                                ----------------------
                                                Cary Sucoff
                                                Equity Source Partners

Agreed and Accepted:


/s/ Raymond Cannefax
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Raymond Cannefax
Paradigm Medical Industries, Inc.











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