February 23, 2000



VIA FACSIMILE   (805) 541-0821
AND FEDERAL EXPRESS

Dr. Michael B. Limberg
1270 Peach Street
San Luis Obispo, California 93401

         Re:      Consulting Agreement with Paradigm Medical Industries, Inc.

Dear Dr. Limberg:

         We  represent  Paradigm  Medical  Industries,   Inc.  (the  "Company").
Reference is made to the agreement  dated  December 18, 1998 (the  "Agreement"),
between  you and the Company  which has been  incorporated  into the  Consulting
Agreement, dated December 1, 1998 (the "Consulting Agreement"),  between you and
the Company.

         The term of the  Agreement  is for six  months,  beginning  December 1,
1998, with successive six month renewal periods.  You and the Company previously
agreed to extend the term of the Agreement  for an  additional  six month period
from June 1, 1999, to November 30, 1999 (the "First  Renewal  Period"),  and now
desire to extend the Agreement for an additional  six month period from December
1, 1999, to May 30, 2000 (the "Second Renewal Period"). Accordingly, the parties
agree to extend the  Agreement  for an  additional  six month period  during the
Second Renewal Period upon the following terms and conditions:

         1. The  Company  agrees to issue you 2,000  shares of its common  stock
each month during the Second  Renewal  Period of the Agreement in  consideration
for your providing services to the Company pursuant to the Consulting Agreement.
These shares will be restricted and will be issued to you on a quarterly  basis.
As restricted shares each certificate shall bear a legend substantially  similar
to the following legend until (a) such securities have been registered under the
Securities  Act of  1933,  as  amended,  and  effectually  been  disposed  of in
accordance with a registration  statement;  or (b) in the opinion of counsel for
the Company that such securities may be sold without registration under Rule 144
of the General Rules and  Regulations of the Securities Act of 1933, as amended,
as well as any applicable "Blue Sky" or state securities laws:


<PAGE>


  Dr. Michael B. Limberg
  February 23, 2000
  Page 3
  -------------------------



         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES  ACT") AND MAY NOT BE OFFERED,  SOLD,
         PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A
         REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT  WHICH  HAS  BECOME
         EFFECTIVE  AND IS CURRENT  WITH  RESPECT TO THESE  SECURITIES,  OR (ii)
         PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
         ACT BUT ONLY UPON A HOLDER  THEREOF  FIRST HAVING  OBTAINED THE WRITTEN
         OPINION  OF  COUNSEL  OF  THE  COMPANY,  OR  OTHER  COUNSEL  REASONABLY
         ACCEPTABLE TO THE COMPANY,  THAT THE PROPOSED DISPOSITION IS CONSISTENT
         WITH ALL  APPLICABLE  PROVISIONS OF THE  SECURITIES  ACT AS WELL AS ANY
         APPLICABLE "BLUE SKY" OR OTHER STATE SECURITIES LAWS.

         2. The Company  agrees to grant you warrants to purchase  50,000 shares
of its common  stock at an  exercise  price of $4.75 per share.  These  warrants
shall vest as of May 30, 2000, in  consideration  for the services that you will
be providing to the Company during the Second Renewal Period.

         3. The Company  agrees to register  for resale at no expense to you the
following  securities:  (a) 100,000  shares of common stock that are issuable to
you upon the exercise of the warrants which were granted to you for services you
performed for the Company under the Consulting  Agreement during the period from
December 1, 1998,  to November 30, 1999;  and (b) 50,000  shares of common stock
that are  issuable  to you upon the  exercise  of the  warrants  which are to be
granted to you for services  you will be  performing  for the Company  under the
Consulting Agreement during the Second Renewal Period.

         4. The Company  agrees to file a  registration  statement with the U.S.
Securities and Exchange  Commission  within 60 days from the date of this letter
in order to register for resale the shares of common stock  issuable to you upon
the exercise of the warrants set forth in paragraphs 2 and 3 above.

         5. You and the  Company  agree to  terminate  the letter  agreement  of
November  25,  1999,  between you and the  Company,  a copy of which is attached
hereto as Exhibit "A" and by this reference made a part hereof.

         6. All other terms of the Agreement and the Consulting  Agreement shall
remain the same in all respects.



<PAGE>


         If the foregoing conforms to your understanding,  please sign, date and
return to us the enclosed copy of this letter.

                                                         Very truly yours,

                                                         /s/ Randall A. Mackey
                                                         ---------------------
                                                         Randall A. Mackey


The foregoing is in conformity with our understanding:

PARADIGM MEDICAL INDUSTRIES, INC.



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

DATED: February 24, 2000


By:  /s/ Michael B. Limberg, MD
     --------------------------
     Dr. Michael B. Limberg

DATED: February 28, 2000