PARADIGM MEDICAL INDUSTRIES, INC.



                              CONSULTING AGREEMENT



         This  CONSULTING  AGREEMENT (the  "Agreement") is made and entered into

effective as of this 3rd day of September, 2002, by and between PARADIGM MEDICAL

INDUSTRIES,  INC. (the "Company"), a corporation organized under the laws of the

State of Delaware, and MARK R. MIEHLE ("Consultant"), a resident of the State of

Alabama.



         WHEREAS,  the  Company  desires  to retain  Consultant  to render  such

services  and to  perform  such  duties  for the  Company  as  Consultant  shall

reasonably be asked to perform,  and Consultant  desires to render such services

and to perform such duties for the Company  pursuant to the terms and conditions

contained in this Agreement.



         NOW,  THEREFORE,  in consideration of the mutual covenants and promises

contained herein, the parties hereto agree as follows:



                               TERMS OF AGREEMENT



Section 1 -  Consultation Services

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         1.1 For a period of six (6) months (the "Term")  commencing on the date

of this Agreement, Consultant agrees to make himself available from time to time

as requested  by the Company to advise and consult  with the Company  concerning

any and all aspects of the business operations of the Company. Consultant agrees

to provide such  services  during the Term of this  Agreement  for not less than

five (5) days during each of the six (6) months of the Term.



         1.2  This  Agreement  shall   automatically  renew  for  an  additional

successive six (6) month period (the "Renewal Term") unless the Company delivers

to  Consultant,  at least  thirty (30) days prior to the end of the Term of this

Agreement,  written  notice of the Company's  intent not to renew the Agreement.

Consultant  agrees to provide services during the Renewal Term of this Agreement

for not less than three (3) days during each month of the Renewal Term.



Section 2 - Consulting Fee

--------------------------



         2.1 In  consideration  of Consultant's  consulting  services during the

Term of the  Agreement,  the Company  agrees to pay  Consultant a consultant fee

(the "Consultant Fee") in the aggregate sum of $30,000. Each monthly installment

of the  Consultant  Fee during the Term of the Agreement  shall be $5,000.  Such

Consulting  Fee  shall  be  calculated  at the  rate of  $1,000  for each day of

consulting services. However, the Company may, at its sole discretion,  agree in

writing with  Consultant for additional  consulting  services to be performed by

Consultant at the rate of $1,000 per day.





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         2.2 In  consideration  of Consultant's  consulting  services during the

Renewal Term of the Agreement, the Company agrees to pay Consultant a Consultant

Fee. Each monthly  installment  of the Consultant Fee during the Renewal Term of

the  Agreement  shall be a  minimum  of  $3,000.  Such  Consultant  Fee shall be

calculated at the rate of $1,000 for each day of consulting services.



         2.3 The Consultant Fee shall be paid in equal monthly installments with

the first  installment  due thirty (30) days from the date of this Agreement and

with  subsequent  monthly  installments  due  on the  same  day  of  each  month

thereafter during the period the Agreement is in effect.



Section 3 - Termination

-----------------------



         3.1 The Company may  terminate  this  Agreement  at any time during the

Renewal Term at its sole discretion upon written notice to Consultant,  at least

thirty (30) days prior to such termination, of the Company's intent to terminate

the Agreement.

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