AMENDMENT NO. 1 TO THIRD AMENDED
                        --------------------------------
                            AND RESTATED SECURED NOTE
                            -------------------------


         THIS  AMMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED  SECURED TERM NOTE
(this  "AMENDMENT")  is executed  as of this 23rd day of May 2005,  by and among
LASERSIGHT INCORPORATED, a Delaware corporation,  LASERSIGHT TECHNOLOGIES, INC.,
a Delaware  corporation,  and LASERSIGHT PATENTS,  INC., a Delaware  corporation
(collectively, "BORROWER"), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation ("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 Third Amended and Restated  Secured Term Note dated as
          of June 30, 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.   DELETION OF SECTION 11(N). The Note is hereby amended by deleting
               the  existing  Section  11(n)  thereof and by  inserting  in lieu
               thereof the words "(n) [INTENTIONALLY DELETED].
          2.   DELETION OF SECTION 11(O). The Note is hereby amended by deleting
               the  existing  Section  11(o)  thereof and by  inserting  in lieu
               thereof the words "(o) [INTENTIONALLY DELETED].
          3.   NEW SECTION  11(Q).  The Note is hereby  amended by inserting the
               following  new  Section  11(q)  immediately   following  existing
               Section 11(p):

                 (q) Borrower will not allow its EBITDA (as defined  herein) for
                 any trailing  twelve-month period,  measured as of the last day
                 of each calendar quarter commencing  December 31, 2005, to fall
                 below  $550,000.  "EBITDA"  means  consolidated  net  income of
                 Borrower,   determined  in  accordance   with  GAAP,  plus  (a)
                 depreciation   and   amortization   expense   deducted  in  the
                 determination of consolidated  net income,  (b) all interest in
                 respect of Borrowed  Money,  and (c)  federal and state  income
                 taxes deducted in the determination of consolidated net income.

<PAGE>

               4.   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.
               5.   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 $1,500.
               6.   ENFORCEABILITY.  This Amendment constitutes the legal, valid
                    and  binding  obligation  of  Borrower  and  Lender  and  is
                    enforceable against each in accordance with its terms.
               7.   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.

               8.   GOVERNING  LAW.  This  Amendment  shall be  governed  by and
                    construed  in  accordance  with  the  laws of the  State  of
                    Maryland   without   regard  to  any  otherwise   applicable
                    conflicts of laws principles thereof.
               9.   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.
               10.  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.

                             [SIGNATURES TO FOLLOW]


<PAGE>


         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:

GENERAL ELECTRIC CAPITAL CORPORATION
A Delaware corporation


By: /s/ Eugene McDonald     (seal)
Name: Eugene McDonald
Title: Assistant Vice President, Investment Officer



BORROWER:

LASERSIGHT INCORPORATED
A Delaware corporation

By:  /s/ Dorothy M. Cipolla  (seal)
Name: Dorothy M. Cipolla
Title: CFO & Secretary

LASERSIGHT TECHNOLOGIES, INC.
A Delaware corporation

By:  /s/ Dorothy M. Cipolla  (seal)
Name: Dorothy M. Cipolla
Title: CFO & Secretary

LASERSIGHT PATENTS, INC.
A Delaware corporation

By:  /s/ Dorothy M. Cipolla  (seal)
Name: Dorothy M. Cipolla
Title: CFO & Secretary