February 7, 2001




VIA FEDERAL EXPRESS

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

         Re:      Consulting Agreement with Paradigm Medical Industries, Inc.

Dear Dr. Limberg:

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

         The term of the  Agreement  is for six  months,  beginning  December 1,
1998, with successive six month renewal periods.  You and the Company previously
agreed to extend the term of the Agreement for additional six month periods from
June 1, 1999 to November 30, 1999 (the "First Renewal Period"), from December 1,
1999 to May 31, 2000 (the  "Second  Renewal  Period"),  and from June 1, 2000 to
November  30, 2000 (the  "Third  Renewal  Period")  and now desire to extend the
Agreement  for an  additional  six month period from December 1, 2000 to May 31,
2001 (the "Fourth Renewal Period"). Accordingly, the parties agree to extend the
Agreement for an additional  six month period during the Fourth  Renewal  Period
upon the following terms and conditions:



<PAGE>


  Dr. Michael B. Limberg
  February 7, 2001
  Page [PG NUMBER]
  -------------------------


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

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

         2. The Company  agrees to grant you warrants to purchase  50,000 shares
of its common  stock at an  exercise  price of $4.00 per share.  These  warrants
shall vest as of May 31, 2001, in  consideration  for the services that you will
be providing to the Company during the Fourth Renewal Period, and be exercisable
for a period of ten (10) years from the  effective  date that the  warrants  are
granted,  which is the beginning date of the Fourth Renewal Period. All previous
warrants  granted to you which  have not been  exercised  as of the date  hereof
shall be modified  such that they are each  exercisable  for ten (10) years from
the date of grant.

         3. The Company  agrees to register  for resale at no expense to you the
following  securities:  (a) 200,000  shares of common stock that are issuable to
you upon the exercise of the warrants which were granted to you for services you
performed for the Company under the Consulting  Agreement during the period from
December 1, 1998,  to November 30, 2000;  (b) 50,000 shares of common stock that
are issuable to you upon the exercise of the warrants which are to be granted to
you for services you will be  performing  for the Company  under the  Consulting
Agreement  during the Fourth Renewal  Period;  (c) 63,580 shares of common stock
which were issued to you for services  that you  performed for the Company under
the Consulting Agreement during the period from December 1, 1998 to November 30,
2000 as well as for services prior to December 1, 1998; and (d) 12,000 shares of
common stock that are issuable to you for services  which you will be performing
for the Company under the Consulting Agreement during the Fourth Renewal Period.

         4. The Company  agrees to file a  registration  statement with the U.S.
Securities and Exchange  Commission  within 90 days from the date of this letter
in order to register  for resale the shares of common  stock  issuable to you as
set forth in paragraph 3 above.



<PAGE>


         5. The Company agrees to furnish you for exclusive use on a consignment
basis for a two (2) year period one Ultrasound  Biomicroscope  Plus,  Model P-45
UBM Plus (the "Biomicroscope  Plus"). You agree to return the Biomicroscope Plus
in satisfactory condition within two (2) years after delivery. You also agree to
pay  the  packaging  and  shipping  costs  associated  with  the  return  of the
Biomicroscope Plus to the Company.

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

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

                                                              Very truly yours,



                                                              Randall A. Mackey

The foregoing is in conformity with our understanding:

PARADIGM MEDICAL INDUSTRIES, INC.



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

DATED: February _7_, 2001



             /s/ Dr. Michael B. Limberg
-------------------------------------------------
Dr. Michael B. Limberg

DATED: February _9__, 2001


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