CONSULTING AGREEMENT

THIS  CONSULTING  AGREEMENT is entered into this 1st day of  December,1998,  San
Luis  Obispo,  California  (hereinafter  "Consultant"),   and  Paradigm  Medical
Industries, Inc., a Delaware corporation with its place of business at Salt Lake
City, Utah. (hereinafter "Company").

THE PARTIES AGREE AS FOLLOWS:

1.  Consultancy.  Consultant  shall serve as a  consultant  to the Company for a
period  commencing  and  concluding on the dates set forth in Schedule A hereto,
subject to  termination  in  accordance  with Section 7. The period during which
Consultant shall serve as a consultant to the Company pursuant to this Agreement
shall constitute the "Consulting Period".

         1. Duties. Consultant shall serve as a consultant to the Company in the
activities  of the Company set forth in Schedule A or as otherwise  requested by
an officer of the Company.  Consultant  shall  perform such  services  under the
general direction of the Company or its officers, but Consultant shall determine
the  manner  and  means by which  the  services  are  accomplished.  During  the
Consulting  Period,  Consultant  agrees to perform all duties to the best of his
ability.  In the performance of such duties,  Consultant  shall consult with the
Company at the Company's facilities or at such other places as the Company shall
reasonably request. Consultant shall remain available for telephone consultation
with the  officers,  employees,  or  consultants  of the  Company  or any of its
subsidiaries or affiliates.

2. Other Employment
    1. Other  Affiliation.  Consultant  represents that he is not a party to any
    existing agreement that would prevent him from entering into this Agreement,
    and that the only  agreements  with third  parties  which may  restrict  his
    consulting activities on behalf of the Company at the time of this Agreement
    are  Consultant's  obligations  pursuant  to the  agreements  set  forth  in
    Schedule A. Consultant agrees to use his best efforts to segregate work done
    under  this  Agreement  from all work  done at,  or for,  any such  company,
    corporation,  and/or other commercial enterprises.  In any dealings with any
    such company, corporation,  and/or other commercial enterprises,  Consultant
    shall protect and guard the Company's "Confidential Information" (as defined
    in Section 4.1 below) in accordance with the terms of this Agreement.

    2. Conflict of Interest.  Consultant warrants that he is not obligated under
    any other consulting,  employment, or other agreement which would affect the
    Company's  rights  or  Consultant's   duties  under  this  Agreement  unless
    specifically disclosed in Schedule A.

3. Compensation
    1. Consulting Fees. The Company agrees to pay Consultant and Consultant
    agrees to accept for Consultant's services under this Agreement consulting
    fees (the "Consulting Fees") as set forth in Schedule A

    2. Employment Taxes and Benefits. Consultant acknowledges and agrees that it
    shall be Consultant's  sole obligation to report as  self-employment  income
    all  compensation  received by Consultant from the Company for  Consultant's
    services as a  consultant.  Consultant  agrees to indemnify  the Company and
    hold it  harmless  to the  extent of any  obligations  imposed by law on the
    Company to pay any  withholding  taxes,  social  security,  unemployment  or
    disability insurance or similar items in connection with any payment made to
    Consultant by the Company for Consultant's services as a consultant.

    3. Legal  Relationship.  Consultant shall be an independent  contractor with
    respect to the Company and shall not be an employee or agent of the Company.
    Consultant shall be entitled to no benefits or compensation from the Company
    except as set forth in this  Agreement  and shall in no event be entitled to
    any fringe benefits payable to employees of the Company.

    4. Expenses. Consultant will be reimbursed only reasonable costs and
    expenses incurred in performing duties hereunder. Such reimbursement shall
    be made within thirty (30) days of submission of adequate and appropriate
    documentation of such costs and expenses.

    5. Alpha  Products.  Consultant  shall  receive  One (1)  pre-production  or
    production  model of each product  developed under this  Agreement,  free of
    charge from  Company,  for use in his clinical  practice,  teaching or other
    professional activities.  Each Alpha Product given to Consultant shall carry
    a full service and  warranty  contract at no cost to  Consultant  during the
    term of the Agreement and as further set forth in Schedule A.

4. Confidentiality
    1.  Confidential  Information.  Consultant's  work for the Company creates a
    relationship  of trust and  confidence  between the Company and  Consultant.
    During and after Consultant's work for the Company,  Consultant will not use
    or  disclose  or allow  anyone  else to use or  disclose  any  "Confidential
    Information"  (as defined  below)  relating to the  Company,  its  products,
    suppliers or  customers,  except as may be necessary in the  performance  of
    Consultant's  work for the  Company  or as may be  authorized  in advance by
    appropriate  officials of the Company.  "Confidential  Information" includes
    Innovations  (as  defined in Section 6.2 below),  marketing  plans,  product
    plans,  business strategies,  financial  information,  forecasts,  personnel
    information,  customer lists, trade secrets,  any other non-public technical
    or  business   information,   third  party  information  made  available  to
    Consultant,  joint  research  agreements or  agreements  entered into by the
    Company or any of its affiliates,  whether in writing or given to Consultant
    orally,  which Consultant knows or has reason to know the Company would like
    to treat as confidential for any purpose,  such as maintaining a competitive
    advantage  or  avoiding   undesirable   publicity.   Consultant   will  keep
    Confidential  Information  secret and will not allow any unauthorized use of
    the  same  whether  or  not  any  document   containing   it  is  marked  as
    confidential.  These restrictions,  however,  will not apply to Confidential
    Information that has become known to the public  generally  through no fault
    or breach of Consultant or that the Company regularly gives to third parties
    without  restriction  on use or  disclosure  or was known to the  Consultant
    prior to this agreement.

    2.Records. Consultant agrees to keep separate and segregated from other work
    all documents,  records,  notebooks and correspondence which directly relate
    to his/her  work  under  this  Agreement.  With  respect  to data  stored on
    magnetic media such as computer discs or tapes,  those directly  relating to
    Consultant's  work under this  Agreement  may be stored  with those of other
    work on the same  magnetic  media;  however,  they shall be stored in files,
    directories,  or other appropriate forms, so that those directly relating to
    Consultant's  work under this Agreement may be identified and separated from
    those of other work with reasonable ease.

    3.  Record of  Confidential  Information.  All  notes,  memoranda,  reports,
    drawings,  manuals,  materials, data and any papers or records of every kind
    which are or shall come into Consultant's  possession at any time during the
    Consulting  Period related to Confidential  Information of the Company shall
    be the sole and exclusive  property of the Company.  This property  shall be
    surrendered to the Company upon termination of the Consulting Period or upon
    request of the Company at any time either during or after the termination of
    the Consulting  Period,  and no copies,  notes, or excerpts thereof shall be
    retained,  except that, copies,  notes, or excerpts of said property already
    archived  on  magnetic  tapes  by  Consultant's  backup  processes  shall be
    retained by Consultant for a period no longer than what Consultant  normally
    would for backup  archives,  and no part of said archived  property shall be
    reproduced thereafter from said tapes in any form without written permission
    from the Company.

    4.  Proprietary   Properties  of  Others.  In  his  performance   hereunder,
    Consultant  shall comply with all legal  obligations he may now or hereafter
    have respecting the information or other property of any other person, firm,
    or corporation.  Specifically,  Consultant shall not disclose to the Company
    any proprietary information or trade secrets of others.

5. Innovations
      1.      Company Property. All Innovations made, conceived, or completed by
      Consultant,   individually  or  in  conjunction  with  others  during  the
      Consulting Period shall be the sole and exclusive property of the Company,
      provided  such  Innovations  (i) are made,  conceived  or  completed  with
      equipment,  supplies,  or facilities of the Company,  its  subsidiaries or
      affiliates,  or (ii) are made, conceived or completed by Consultant during
      hours in which Consultant is performing services for the Company or any of
      its  subsidiaries or affiliates.  It is understood that nothing  contained
      herein shall affect the rights or obligations  of Consultant  with respect
      to any  Innovations  which are protected by Section 2870 of the California
      Labor Code.

    2. Disclosure, assignment, and waiver
        1 Disclosure of Innovations. Consultant shall, at the Company's expense,
        disclose  in writing to the  Company,  to the extent of detail  that the
        Company may reasonably request, all inventions,  discoveries,  concepts,
        ideas,  improvements  and other  innovations of any kind that Consultant
        may make, conceive, develop or reduce to practice, alone or jointly with
        others,  in the course of performing work for the Company or as a result
        of that work,  whether or not they are eligible  for patent,  copyright,
        trademark,  trade  secret  or other  legal  protection  ("Innovations").
        Examples  of  Innovations  include:   formulas,   algorithms,   methods,
        processes,  databases,  mechanical and electronic  hardware,  electronic
        components,  computers  and their parts,  computer  languages,  computer
        programs  and  their  documentation,   encoding  techniques,   articles,
        writings,  compositions,  work of authorship,  marketing and new product
        plans,  production  processes,  advertising,   packaging  and  marketing
        techniques, and improvements to anything.

        2  Assignment  of  Ownership.  Consultant  agrees  that all  Innovations
        pertaining  to the  application  of the  Company  will be the  sole  and
        exclusive  property of the Company and hereby assigns to the Company all
        rights  in  the   Innovations  and  in  all  related   patents,   patent
        applications,  copyrights, mask work rights, trademarks,  trade secrets,
        rights of  priority  and other  proprietary  rights.  The  rights of the
        consultant to use and market his innovations in other unrelated  arenas,
        specifically medical applications, are not transferred by this agreement
        At the Company's request and expense, during and after the period during
        which  Consultant  acts as a consultant to the Company,  Consultant will
        assist and  cooperate  with the Company in all respects and will execute
        documents,  and subject to reasonable  availability,  give testimony and
        take  further  acts  requested  by the  Company  to  acquire,  transfer,
        maintain and enforce  patent,  copyright,  trademark,  mask work,  trade
        secret and other  legal  protection  for the  Innovation(s).  Consultant
        hereby   appoints  the   Secretary   of  the  Company  as   Consultant's
        attorney-in-fact  to execute  documents on Consultant's  behalf for this
        purpose.

        3 Legal  Proceedings.  Whenever requested to do so by the Company and at
        the Company's expense,  Consultant shall promptly deliver to the Company
        evidence  for  interference  purposes  or other  legal  proceedings  and
        testify in any interference or other legal  proceedings which relates to
        any matters on which  Consultant  has provided  services to the Company.
        Company shall  promptly pay  Consultant  his usual and customary fees if
        Consultant  is required to  testify,  travel or miss his regular  office
        hours in order to participate in said proceedings.

        4 Non-Infringement. Consultant represents and warrants that the services
        performed under this Agreement and the  Innovations  made or contributed
        by  Consultant  hereunder  will not  infringe on any rights of any third
        party.

        5 Notification  of license  requirement.  Prior to  introduction  to the
        Company any  Innovation  that  requires  or may  require a license  from
        Consultant or a third party,  Consultant  shall notify the Company about
        such requirement or the possibility of such requirement.

6. Non-Solicitation.  During the Consulting Period and for a period of two years
after the expiration or earlier  termination of the Consulting  Period,  neither
Consultant nor the Company shall employ the other party's employees,  or solicit
or recruit the other  party's  employees  for a third  party,  without the other
party's prior written consent.

7. Termination. The Consulting Period may be terminated as set forth in Schedule
A. The covenants and  agreements  set forth in Sections 4, 5 and 6 shall survive
the  Consulting  Period  and  remain in full  force and effect for two (2) years
regardless of such termination.

8.  Severability.  If a court finds any provision of this  Agreement  invalid or
unenforceable as applied to any  circumstance,  that provision shall be enforced
to the maximum extent  permitted by law, and the other provisions will remain in
full force and effect.

9. Notice.  Any notice to be delivered  pursuant to this  Agreement  shall be in
writing and shall be deemed  delivered upon service,  if served  personally,  or
three days after  deposit in the United  States Mail, if mailed by registered or
certified with return receipt requested, and addressed to the other party at the
following address, or such address as may be designated in accordance herewith:



         To the Company:                             To Consultant:
         Paradigm Medical Industries, Inc.           Michael B. Limberg, M.D.
         1127 West 2320 South Suite A                1270 Peach Street
         Salt Lake City, UT  84119                   San Luis Obispo, CA  93401

 10. Binding Effect: No Assignment. This Agreement shall be binding upon
Consultant, and except as regards personal services, upon Consultant's heirs,
personal representatives, executors and administrators, and shall inure to the
benefit of the Company, its successors and assigns. This Agreement may not be
assigned by Consultant and any attempted assignment by Consultant shall be void.

11. Amendment. This Agreement may be modified or amended only by mutual written
consent of the parties.

12. Governing Law. This Agreement shall be governed and enforced in accordance
with the laws of the State of California, excluding that body of law known as
choice of law.

13. Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof, and supersedes all prior and
contemporaneous negotiations, correspondences, understanding and agreements of
the parties relating to the subject matter hereof.

14.  Attorney's Fees. In the event that legal proceedings are brought to enforce
any  provisions  contained  herein,  the  prevailing  party shall be entitled to
recover reasonable attorney's fees, costs and expenses.

Executed this Agreement as of the date first above written.

Consultant: Michael B. Limberg, M.D.


By: /s/ Michael B. Limberg, M.D.
    ----------------------------
    Michael B. Limberg, M.D.

Company: Paradigm Medical Industries, Inc.


By: /s/ Michael W. Stelzer
    ----------------------
    Michael W. Stelzer, Chief Operating Officer