Dr. Michael B. Limberg
February 7, 2001
Page 1
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                                                   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:

     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

<PAGE>

Dr. Michael B. Limberg
February 7, 2001
Page 2
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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>

Dr. Michael B. Limberg
February 7, 2001
Page 3
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     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: ______________________________
     Thomas F. Motter
Its: Chairman and Chief Executive Officer

DATED: February __, 2001



_____________________________________
Dr. Michael B. Limberg

DATED: February ___, 2001


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