Board of Directors
July 3, 2000
Page 2

Jan 3, 2001


PERSONAL AND CONFIDENTIAL

Board of Directors
Paradigm Medical Industries, Inc.
1127 West 2320 South, Suite A
Salt Lake City, UT  84119

Attention:  Thomas F. Motter, Chairman & Chief Executive Officer

Gentlemen:



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We are pleased to confirm the arrangements under which McDonald Investments Inc.
("McDonald") has today been exclusively  engaged by Paradigm Medical Industries,
Inc.  (the  "Company")  to  provide  general  financial   advisory  services  in
connection  with the  Company's  consideration  of various  potential  financing
transactions,  mergers and  acquisitions  and other  strategic  projects  and to
assist the  Company  in  preparing  a  detailed  financial  business  model,  in
assessing the Company's  growth prospects and associated  capital  requirements,
and in developing a financing  proposal for presentation to potential  investors
or strategic partners.

During the term of its  engagement,  McDonald  will, at the  Company's  request,
provide general financial advice and assistance to the Company in its evaluation
of the financial  aspects of various strategic  transactions  which may be under
consideration  from time to time,  which may include  advising and assisting the
Company in evaluating and  structuring  debt or equity  financing  alternatives,
mergers,  acquisition or sale  transactions  involving the Company or any of its
subsidiaries  or  business  units,  and/or a  recapitalization,  reorganization,
restructuring or other similar  transaction  involving the Company or any of its
subsidiaries  (each  of  the  foregoing  being  hereinafter  referred  to  as  a
"Transaction").

As  consideration  for  McDonald's  engagement,  the  Company  agrees  to  grant
McDonald,  promptly upon the execution  hereof,  warrants  (the  "Warrants")  to
purchase 25,000  registered  shares of the Company's common stock at a per share
exercise price equal to the average closing price of the Company's  common stock
for each of the ten trading days prior to the execution hereof,  and to purchase
an additional  25,000  registered  shares of the Company's common stock at a per
share  exercise  price of $15.00,  all of which are subject to  adjustments  for
stock splits,  stock  dividends and  combinations  or  recaptializations  of the
Company's  common  stock  such that the total  number of shares of common  stock
underlying the outstanding Warrants and the associated per share exercise prices
at which those shares can be purchased  immediately  subsequent to such an event
will correspond to the total number of shares of common stock that the holder of
the Warrants would own immediately  subsequent to the event had the total number
of shares of common stock underlying the outstanding  Warrants been purchased by
the  holder  of the  Warrants  immediately  prior to the  event at the per share
exercise price in effect  immediately  prior to such event.  The Warrants may be
exercised  immediately upon being granted, will have a term of 7 years, and will
have net issuance provisions.

The Company and  McDonald  agree that,  in the event the Company  determines  to
proceed with any Transaction  during the term of this engagement,  then McDonald
shall  have the  right  of first  refusal  to serve as the  Company's  exclusive
financial  advisor in connection with any such  Transaction and in each instance
shall have one week  within  which to accept  such an  engagement,  the terms of
which will be set forth in a separate engagement letter to be negotiated between
the parties at such time; it being agreed that any such engagement  letter shall
provide  McDonald with rights to indemnity  customary in engagements of the type
contemplated  and shall also provide for the payment to McDonald of fees for its
services ("Transaction Fees") not less than those that would be charged by other
reputable  investment  banking  firms of  national  standing  for  services of a
similar type.

You have informed us that any Transactions  involving the Company remain subject
to  further  consideration  by  the  Board  of  Directors,  but  that  one  such
transaction  being  contemplated  by the  Company  is a public  offering  of the
Company's  Common Stock (the "Public  Offering").  In the event that the Company
determines  to  proceed  with  the  Public  Offering  the  terms  of  McDonald's
participation will be set forth in a separate engagement letter to be negotiated
between the parties at such time,  however it being agreed  presently that, at a
minimum,  McDonald  will be  invited  to serve  as a  co-manager  of the  Public
Offering.

The Company  agrees to  reimburse  McDonald,  when  billed,  for all  reasonable
out-of-pocket expenses incurred in connection with the performance of its duties
under this agreement, including but not limited to, reasonable fees and expenses
of legal counsel retained by it.

In order to coordinate our efforts to effect a transaction  satisfactory  to the
Company,  the Company  agrees that it and its directors  and executive  officers
will  promptly  inform  McDonald of any inquiry  they may receive  concerning  a
Transaction.

The Company  agrees to the provisions  with respect to McDonald's  indemnity and
other matters set forth in Appendix A which is  incorporated  by reference  into
this letter. The Company also acknowledges that it has received and reviewed the
Special  Disclosure  Statement set forth in Schedule I which is  incorporated by
reference into this letter.

This agreement shall terminate six months from the date of the execution hereof,
or may be  terminated  with or without  cause by  McDonald or the Company at any
time prior to the  completion  of this six month  period upon receipt of written
notice by the other party to that effect.  Upon  termination  of the  agreement,
neither  party will have any  liability or  continuing  obligation to the other,
except that: (i) the provisions of Appendix A to this agreement will survive any
such termination;  (ii) the Company will remain liable for McDonald's reasonable
out-of-pocket  expenses  incurred  up to the  time  of  termination;  (iii)  the
agreement to invite  McDonald to serve as a co-manager  for the Public  Offering
will  remain  in  effect  for a period  of 12  months  from the date of any such
termination;  and (iv) in the event the Company  determines  to proceed with any
Transaction  within the 12 month period  following  any such  termination,  then
McDonald  shall  have  the  right  of first  refusal  to serve as the  Company's
exclusive financial advisor with respect to such Transaction.


<PAGE>


This  engagement  shall be renewable by McDonald and the Company upon completion
of the full six-month term and shall continue to be renewable upon completion of
subsequent  six  month  terms,  it being  agreed  that the  Company  will  grant
McDonald,  promptly upon each renewal, warrants to purchase an additional 25,000
registered  shares of the Company's  common stock at a per share  exercise price
equal to the average closing price of the Company's common stock for each of the
ten trading days prior to the renewal date, and to purchase an additional 25,000
registered shares of the Company's common stock at a per share exercise price of
$15.00, all of which will be subject to the adjustments for stock splits,  stock
dividends and  combinations or  recaptializations  of the Company's common stock
ascribed to the Warrants above.

The Company will provide  McDonald with all  information  concerning the Company
which McDonald  reasonably  deems  appropriate in connection with its engagement
and will provide McDonald with access to the Company's  officers,  directors and
advisors.  All  such  information  will be true  and  accurate  in all  material
respects and will not contain any untrue statement of a material fact or omit to
state a material  fact  necessary  in order to make the  statements  therein not
misleading in light of the  circumstances  under which such statements are made.
The  Company  acknowledges  that  McDonald  will be using and  relying  upon the
accuracy and  completeness of public  available  information and the information
supplied by the  Company and its  officers  in  connection  with its  engagement
without independent verification.

As you know,  McDonald is a full  service  securities  firm and as such may from
time  to  time  effect  transactions  for  its own  account  or the  account  of
customers,  and hold  positions  in  securities  or  options  on  securities  of
companies  which  may be the  subject  of the  engagement  contemplated  by this
agreement.

The Company represents that it is a sophisticated  business  enterprise that has
retained McDonald for the limited purposes set forth in this agreement,  and the
parties  acknowledge and agree that their respective  rights and obligations are
contractual in nature.  Each party  disclaims any intention to impose  fiduciary
obligations  on the  other by  virtue  of the  engagement  contemplated  by this
agreement. This agreement is solely for the benefit of McDonald, the Company and
each of their  respective  officers,  directors,  employees and agents,  and any
person  controlling  them within the meaning of the  Securities  Act of 1933, as
amended,  and the respective  legal  representatives,  successors and assigns of
McDonald  and the Company,  and no other person shall  acquire or have any right
under or by virtue of this agreement.

No fee  payable  to any other  financial  advisor  by the  Company  or any other
company in connection with the subject matter of this engagement shall reduce or
otherwise affect any fee payable hereunder to McDonald.

This  agreement is solely for the benefit of  McDonald,  the Company and each of
their  respective  officers,  directors,  employees  and agents,  and any person
controlling  them within the meaning of the  Securities Act of 1933, as amended,
and the respective legal representatives, successors and assigns of McDonald and
the Company,  and no other  person  shall  acquire or have any right under or by
virtue of this agreement.

Except to the extent  described  in the last  sentence  of this  paragraph,  any
controversy or claim arising out of or relating to this engagement agreement, or
the breach thereof, shall be settled by arbitration administered by the American
Arbitration  Association under its Commercial Arbitration Rules, and judgment on
the  award  rendered  by the  arbitrator  may be  entered  in any  court  having
jurisdiction   thereof.  Any  arbitration   proceedings  will  be  conducted  in
Cleveland,  Ohio.  The  arbitrator  shall have no  authority  to award  punitive
damages or any other  damages not  measured  by the  prevailing  party's  actual
damages, and may not make any ruling,  finding or award that does not conform to
the terms and  conditions  of this  engagement  agreement.  Notwithstanding  the
foregoing,  nothing contained in this engagement agreement shall be construed to
restrict in any way the right of any party hereto to seek  injunctive or similar
equitable  relief in any court of  competent  jurisdiction  with  respect to any
threatened  breach of the  provisions of this agreement or any of the respective
parties' obligations hereunder.

This  agreement  may not be amended or  modified  except in writing and shall be
governed by and construed in accordance  with the laws of the State of Delaware,
without regard to principles of conflicts of laws.

If this letter accurately sets forth the  understanding  between us, please sign
the enclosed copy of this letter below and return it to McDonald,  at which time
this letter will become a mutually binding obligation.


Very truly yours,

McDONALD INVESTMENTS INC.

    /s/ Jonathan O. Crane
----------------------------------
Jonathan O. Crane
Managing Director


    /s/ James C. Hilton
-----------------------------
James C. Hilton
Vice President



Agreed to as of the above date:

Paradigm Medical Industries, Inc.

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


<PAGE>



                                   APPENDIX A


         In the  event  that  McDonald  Investments  Inc.  ("McDonald")  becomes
involved in any capacity,  other than as a plaintiff, in any action,  proceeding
or  investigation  brought by or against any person,  including  stockholders of
Paradigm Medical Industries, Inc. (the "Company"), in connection with any matter
related to the  assignment  described in this letter,  the Company  periodically
will reimburse McDonald for its legal and other expenses  (including the cost of
any investigation and preparation)  reasonably incurred in connection therewith;
provided,  however,  that if it is  found  in any  such  action,  proceeding  or
investigation that any loss, claim, damage or liability of McDonald has resulted
from the gross  negligence or bad faith of McDonald in  performing  the services
which are the subject of this letter,  McDonald  shall repay such portion of the
reimbursed  amounts that is attributable to expenses incurred in relation to the
act or omission of McDonald  which is the subject of such  finding.  The Company
also will  indemnify  and hold  McDonald  harmless  against any losses,  claims,
damages or liabilities to any such person in connection  with any matter related
to the assignment  described in this letter,  except to the extent that any such
loss, claim,  damage or liability results from the gross negligence or bad faith
of McDonald in performing  the services that are the subject of this letter.  If
for any reason the  foregoing  indemnification  is  unavailable  to  McDonald or
insufficient  to hold it  harmless,  then the Company  shall  contribute  to the
amount paid or payable by McDonald  as a result of such loss,  claim,  damage or
liability in such proportion as is appropriate to reflect the relative  economic
interests  of the Company and its  stockholders  on the one hand and McDonald on
the  other  hand  in the  matters  contemplated  by this  letter  as well as the
relative  fault of the Company and McDonald  with  respect to such loss,  claim,
damage or liability and any other relevant equitable  considerations;  provided,
however,  that in no event shall  McDonald be required to contribute any amounts
in excess of the amount of fees received by it  hereunder.  The Company shall be
liable for any settlement of any claim against  McDonald made with the Company's
written  consent,  which consent  shall not  unreasonably  be withheld,  and the
Company  shall not,  without the prior  written  consent of McDonald,  settle or
compromise any claim or permit a default or consent to the entry of any judgment
in respect thereof,  unless such settlement,  compromise or consent includes, as
an  unconditional  term  thereof,  the giving by the  claimant to McDonald of an
unconditional  release  from any and all  liability  in respect  of such  claim.
McDonald  shall have the right to retain  counsel of its own choice to represent
it in connection  with any matter as to which the  reimbursement,  indemnity and
contribution  provisions of this paragraph apply. The  reimbursement,  indemnity
and  contribution  obligations of the Company under this  paragraph  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon  the same  terms  and  conditions  to any  affiliate  of  McDonald  and the
directors,  agents,  employees and controlling persons (if any), as the case may
be, of McDonald and any such  affiliate,  and shall be binding upon and inure to
the benefit of any successors,  assigns,  heirs and personal  representatives of
the Company,  McDonald,  any such  affiliate and any such person.  The indemnity
obligations  of the  Company  hereunder  shall not  extend to any  affiliate  of
McDonald or to the directors,  agents,  employees,  or  controlling  persons (if
any),  as the case may be, of McDonald or any such  affiliate to the extent that
any loss,  claim,  damage or liability  results from the gross negligence or bad
faith of McDonald or any such other person in performing  the services which are
the subject of the letter. The Company also agrees that neither McDonald nor any
of such affiliates,  directors,  agents,  employees or controlling persons shall
have any liability to the Company and its stockholders for or in connection with
any matter  referred  to in this  letter  except to the extent  that any losses,
claims, damages, liabilities or expenses incurred by the Company result from the
gross  negligence or bad faith of McDonald in  performing  the services that are
the subject of this letter.  The provisions of this Appendix A shall survive any
termination  or completion of the engagement  provided by this letter  agreement
and this letter  agreement shall be governed by and construed in accordance with
the laws of the State of Ohio without regard to principles of conflicts of laws.





<PAGE>


                                   Schedule I

                            McDONALD INVESTMENTS INC.
                          SPECIAL DISCLOSURE STATEMENT

         McDonald Investments Inc. ("McDonald"), is a wholly-owned subsidiary of
KeyCorp. McDonald is a broker/dealer registered with the Securities and Exchange
Commission, and a member of the National Association of Securities Dealers, Inc.
("NASD"),  the New York Stock  Exchange  ("NYSE")  and the  Securities  Investor
Protection Corporation ("SIPC").

         KeyCorp is also the parent of KeyBank National Association. McDonald is
not a  bank;  it  is a  separate  corporate  entity  from  its  affiliated  bank
subsidiaries of KeyCorp.  The obligations of McDonald are not obligations of any
of its affiliate banks, and none of the affiliated banks are responsible for, or
guarantee,  the securities sold,  offered or recommended by McDonald.  Except in
certain specified circumstances,  securities and other investment products sold,
offered or recommended by McDonald are not bank deposits or obligations, and are
not insured by the FDIC. McDonald will sell, as agent,  banker's  acceptances or
CD's issued by its affiliate  banks and by unaffiliated  third party banks.  The
CD's that  McDonald  sells as agent are  insured  by the FDIC only to the extent
that the FDIC insures the deposits of the issuing bank.

         McDonald's  banking  affiliates may be lenders to issuers of securities
that McDonald  underwrites  or privately  places,  in which case the proceeds of
securities offerings underwritten or privately placed may be used to repay those
loans.  Please  refer  to  the  relevant  offering  disclosure  documents  for a
discussion of any such lending arrangement.

         You  acknowledge  that  McDonald  may share with any of its  affiliates
(including  KeyBank) any  information  related to the  transaction or any of the
matters contemplated hereby. McDonald agrees to treat, and cause such affiliates
to  treat,  all  nonpublic  information  provided  to it by you  or any of  your
affiliates or advisors, as confidential information in accordance with customary
banking industry practices.