PARADIGM MEDICAL INDUSTRIES, INC.

                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into this
13th day of December, 2000, by and between Paradigm Medical Industries,  Inc., a
Delaware  corporation  (the  "Company")  and John W.  Hemmer  (the  "Employee"),
effective as of September 20, 2000 (the "Effective Date").

                                   WITNESSETH:

     WHEREAS,  the Company 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  on a  part-time  basis in the
          position of Vice President of Finance and Chief Financial Officer and,
          subject to direction from the Chairman and Chief Executive  Officer of
          the  Company,  shall  supervise,  control and be  responsible  for all
          aspects of the financial and accounting  activities of the Company and
          its subsidiaries, including but not limited to meeting with investment
          bankers,  securities  analysts,  commercial  bankers and shareholders,
          preparing  financial  statements  and other  financial  documents  for
          filing with the Securities and Exchange Commission (the "Commission"),
          assisting  in  the  preparation  of  reports  to  be  filed  with  the
          Commission,  including  Form  10-K,  Form  10-Q and Form 8-K  reports,
          assisting in the preparation of budgets, cash flow statements,  income
          statements and balance sheets,  and facilitating  agreements and other
          documents in the  financial  area with the  Company's  legal  counsel.
          Employee  shall also perform such  services and duties for the Company
          as may be  assigned  or  delegated  to him  from  time  to time by the
          Chairman  and  Chief  Executive  Officer  or the  Board of  Directors.
          Employee  shall be a member of the Company's  Executive  Committee and
          shall report  directly to the Company's  Chairman and Chief  Executive
          Officer.
<PAGE>


               (b) Throughout his  employment  hereunder,  Employee shall devote
          his energy and skill on a part-time basis to perform the duties of his
          employment,  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.

               (c) The principal location at which Employee's services are to be
          performed shall be at 88 Meadow Road,  Briarcliff  Manor, New York. 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, in the Company's office in San Diego,  California,  and in
          other places the Company conducts business when deemed appropriate and
          necessary by the Chairman and Chief Executive  Officer or the 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
          $60,000.  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.

               (b)  Continuation  of Retirement  Benefits.  Any  compensation or
          other  benefits to which  Employee  is  entitled  to receive  from the
          Company as retirement benefits,  as approved by the Board of Directors
          on May 6, 1999, including the payments of $25,000, $25,000 and $12,500
          to be made on  January  1, 2001,  2002 and 2003,  respectively,  shall
          remain in effect upon execution of this Agreement.

               (c) Incentive  Stock Option Plan.  Employee  shall be entitled to
          participate in the Company's  Company's 1995 Stock  Incentive Plan. As
          of the Effective Date of this Agreement, the Company shall cause to be
          issued to  Employee  stock  options to purchase  60,000  shares of the
          Company's  common stock  pursuant to the terms and  conditions  of the
          plan at an exercise price of $5.00 per share, vesting monthly in equal
          amounts over a period of six (6) months and with an exercise period of
          five (5) years from the date of grant of such options. However, if the


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<PAGE>


          Agreement is  terminated  by the Company  prior to six (6) months from
          the Effective  Date,  all such stock options shall become vested as of
          such termination date.

               (d)  Additional  Benefits.  Employee  shall also be  entitled  to
          reinstatement  and to  participate  in the  employee  401(k) plan made
          available  by the  Company  to its  employees  during the Term of this
          Agreement.   Such  participation  in  the  401(k)  plan  shall  be  in
          accordance with the terms established from time to time by the Company
          for individual participation in any such plan.

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



     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  annual membership fees for the Columbia Club
of New York. The annual membership fees as of the Effective Date were $460.

         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  which,  by  their  terms,  continue  in  force  beyond  the
          termination  hereof,  the Term of this Agreement shall end on December
          31, 2000. 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 (1) month 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  twenty  (20) 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 twenty (20) days prior to the  expiration  of the Term
          then in  effect,  the Term  automatically  extends  for an  additional
          month.


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<PAGE>



               (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
          negligent  or  dishonest  or  unethical  activity;  or (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.  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.

               (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  four  (4)  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.

               (e)  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,  thirty  (30) days
          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 100 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.

               (f) 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

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<PAGE>


          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 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 one (1) year  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.


                                        5
<PAGE>



               (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  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.



                                        6
<PAGE>



         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 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


                                        7
<PAGE>


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:            88 Meadow Road
                                    Briarcliff Manor, New York 10510
                                    (or the last residence address given by
                                    Employee to the Company)

         To the Company at:         Paradigm Medical Industries, Inc.
                                    2355 South 1070 West
                                    Salt Lake City, Utah 84119

         With a copy to:            Randall A. Mackey, Esq.
                                    Mackey Price & Williams
                                    350 American Plaza II
                                    57 West 200 South
                                    Salt Lake City, Utah 84101-3663

     A notice  delivered  personally  shall be effective upon receipt.  A notice
sent by facsimile or telegram  shall be effective  twenty-four  (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.


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<PAGE>

         14.      Governing Law.

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

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

                                     EMPLOYEE:



                                     /s/
                                     -------------------------------------------
                                     John W. Hemmer


                                     THE COMPANY:

                                     PARADIGM MEDICAL INDUSTRIES, INC.



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


EA-D12M.PMI


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