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  an  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

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<PAGE>



          the obligations of Dicon under that certain Salary Reduction Agreement
          dated October 20, 1995 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 th 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  shal  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


                                      - 5 -
<PAGE>


         apply under law.

                    (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.


                                      - 6 -
<PAGE>



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

                                      - 7 -
<PAGE>


          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  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.



                                      - 8 -
<PAGE>


         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
     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.



                                      - 9 -
<PAGE>


         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)

         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 -
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