Exhibit 10.13


AMENDMENT NO. 1 TO
 RESTATED PROMISSARY NOTE


          THIS AMMENDMENT NO. 1 TO RESTATED PROMISARY NOTE (this “Amendment”) is executed as of this 15__ day of February 2006, by and among LASERSIGHT INCORPORATED, a Delaware corporation, (“Borrower”), and NEW INDUSTRIES INVESTMENT CONSULTANTS (HK) LTD (“Lender”).


RECITALS

	
  
A.
  	
  
Borrower and   Lender previously agreed to an amendment and restatement of certain financial   accommodations from Lender to Borrower, pursuant to that certain Restated   Promissary Note dated as of August 31, 2004 by Borrower in favor of Lender   (as amended and as may be further amended, the “Note”).
  
	
  
 
  	
  
 
  
	
  
B.
  	
  
The parties   now desire to amend the Note in accordance with the terms and conditions set   forth below.
  
	
   
 	
  
 
  
	
   
 	
  
NOW,   THEREFORE, in consideration of the foregoing, the terms and conditions set   forth in the Amendment, and other good and valuable consideration, the   receipt and sufficiency of which are hereby acknowledged, Lender and Borrower   hereby agree as follows:
  





	
  
 
  	
  
1.
  	
  
Representation   and Warranty. Borrower hereby represents and   warrants to Lender that it has good and marketable title to all of its   Collateral, free and clear of any lien or security interest in favor of any   other person or entity, except as otherwise permitted in the Loan Documents.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
Costs and   Expenses.    Borrower agrees to pay all costs and expenses incurred by Lender in   connection with this Agreement and all related Loan Documents, including the   reasonable fees and expenses of Lender’s in-house counsel not to exceed   $2,000.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
3.
  	
  
Enforceability.  This Amendment constitutes the legal,   valid and binding obligation of Borrower and Lender and is enforceable   against each in accordance with its terms.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.
  	
  
Reference to   the Effect on the Note.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
i.
  	
  
On and after   the date hereof, each reference in the Note to “this Note”, “hereunder”,   “hereof” or words similar import shall mean and be a reference to the Note as   amended by the Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
ii.
  	
  
Except as   specifically amended above, the Note, and all other Loan Documents, shall   remain in full force and effect, and are hereby ratified and confirmed.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iii.
  	
  
The   execution, delivery and effectiveness of this Amendment shall not, except as   expressly provided in this Amendment, operate as a waiver of any right, power   or remedy of Lender, nor constitute a waiver of any provision of the Note, or   any other documents, instruments and agreements executed or delivered in   connection with the Note.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
iv.
  	
  
This   Amendment (together with any other document executed in connection herewith)   is not intended to be, nor shall it be construed as, a novation of the Note.
  














	
  
 
  	
  
5.
  	
  
Governing   Law.  This   Amendment shall be governed by and construed in accordance with the laws of   the State of Florida without regard to any otherwise applicable conflicts of   laws principles thereof.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
Headings.  Section headings in the Amendment are   included for convenience of reference only and shall not constitute a part of   this Amendment for any other purpose.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
7.
  	
  
Counterparts.  This Amendment may be executed in any   number of counterparts (and by facsimile), each of which counterparts shall   be deemed an original, but all of which shall constitute one and the same   instrument.
  



          WHEREAS, Borrower is in default of certain provisions of the Restated Promissary Note, dated August 31, 2004 as of the period ended December 31, 2005;


          WHEREAS, Lender has agreed to provide the waivers and make the modifications to the Note requested by Borrower on the condition, among other things, that the parties hereto execute and deliver this Amendment and the other related documents referred to herein and otherwise comply with the terms and conditions set forth herein.


          Waiver. On the terms and subject to the conditions set forth in this Note Lender hereby waives (the “Default Waiver”) compliance by Borrower with timely interest payments for the year ended December 31, 2006.


          Limitation on Waiver. The waiver of Lender set forth in this Amendment shall be limited strictly as written, and shall not constitute, nor be deemed to constitute, a waiver of any defaults or Events of Default other than the Specified Default. Other events may have occurred that constitute defaults or Events of Default, and nothing contained herein shall be deemed to constitute a waiver by Lender of its rights in connection therewith, all of which are hereby expressly reserved by Lender.


[SIGNATURES TO FOLLOW]











          IN WITNESS WHEREOF, intending to be legally bound, the parties have caused this Amendment to be executed under seal as of the date first above written.

	
  LENDER:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
NEW   INDUSTRIES INVESTMENT CONSULTANTS (HK) LTD
  
	
  
 
  
	
  
By:
  	
  
/s/ Xianding   Weng (seal)
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
Name:
  	
  
Xianding   Weng
  	
  
 
  
	
  
Title:
  	
  
CEO
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  BORROWER:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
LASERSIGHT   INCORPORATED
  
	
  
A Delaware   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Danghui   (“David”) Liu-(seal)
  	
  
 
  
	
  
 
  	
  


  	
  
 
  
	
  
Name:
  	
  
Danghui   (“David”) Liu
  	
  
 
  
	
  
Title:
  	
  
CEO &   President