EXHIBIT 10.62

                        CONFIDENTIAL TREATMENT REQUESTED

                        SETTLEMENT AND LICENSE AGREEMENT

         This Settlement and License Agreement (the "Agreement") is made and
entered into effective as of the 25th day of May, 2001 (the "Effective Date"),
by and between VISX, INCORPORATED, a Delaware corporation ("VISX"), and
LASERSIGHT INCORPORATED, a Delaware corporation.

                                    RECITALS:

A.       VISX possesses the right to license the VISX Patents (defined herein).

B.       Lasersight contemplates that during the term of this Agreement it will
         use, offer to sell, sell, lease, exchange, otherwise dispose of or make
         available for use certain apparatus for performing ultraviolet corneal
         laser surgery which may embody inventions or improvements or be used to
         practice methods covered by one or more of the VISX Patents.

C.       VISX has filed a lawsuit against Lasersight in the United States
         District Court for the District of Delaware, Civil Action
         No. 99-789-JJF.  VISX and Lasersight desire to settle all claims
         asserted in this action on the terms and conditions set forth in this
         Agreement.

D.       For the foregoing reasons, Lasersight has requested and desires to
         obtain from VISX a nonexclusive license under the VISX Patents. VISX
         is willing to grant such a nonexclusive license subject to the terms,
         conditions and provisions of this Agreement.

         NOW, THEREFOR, for and in consideration of the covenants, conditions
         and undertakings hereinafter set forth, it is hereby agreed by and
         between the parties as follows:

1.         Definitions

         1.1      Affiliate    The term "Affiliate" shall mean, with respect to
                  ---------
         any Person, any other Person, that directly or indirectly, controls, is
         controlled by or is under common control with, that Person. For
         purposes of this definition, "control" (including, with orrelative
         meaning, the terms "controlled by" and "under common control with"), as
         used with respect to any Person, shall mean the possession, directly or
         indirectly, of the power to direct and/or cause the direction of the
         management and policies of such Person, whether through the ownership
         of voting securities, by contract or otherwise.

         1.2      Authorized Procedure   The term "Authorized Procedure" shall
                  --------------------
         mean any Licensed Procedure enabled by Lasersight through an excimer
         laser system equipped with a Lasersight Security Mechanism defined
         below in Section 1.14.

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

** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT.  THE
   REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
   AN APPLICATION FOR CONFIDENTIAL TREATMENT.

<PAGE>

         1.3      Claim    The term "Claim" shall mean a patent
                  -----
         claim which has not expired and which has not been disclaimed,
         canceled, or finally held invalid or unenforceable by a court of
         competent jurisdiction from which no further appeal is possible or has
         been taken within the time period provided under applicable law for
         such appeal. If a patent claim has been finally held unenforceable as
         provided in the immediately preceding sentence, but thereafter the
         unenforceability thereof is purged such that under applicable law it
         again becomes enforceable, such patent claim shall thereafter be a
         Claim for purposes of the immediately preceding sentence.

         1.4      Conveyance    The term "Conveyance" shall mean any sale,
                  ----------
         license, rental, lease, making available for use, import or other
         disposition or transfer of possession. Any conjugated form of the term
         "Conveyance" (e.g, "Convey", "Conveyed", etc.) used in this Agreement
         shall have the same meaning, but in the conjugated form (e.g., "sell,
         license, rent, . . ." or "sold, licensed, rented, . . ."). Without
         limitation, "other disposition or transfer of possession" shall include
         any transfer by to another without consideration as well as for
         consideration other than money (including barter or exchange)
         regardless of the basis of compensation, and shall further include
         without limitation a transfer by Lasersight to another for commercial
         use and/or use in clinical trials.

         1.5      Distributor   The term "Distributor" shall mean a Person that
                  -----------
         purchases Licensed Lasersight Products (as hereinafter defined)
         manufactured and/or Conveyed, directly or indirectly, by or for
         Lasersight solely for Conveyance to Users pursuant to any authority
         granted to such Person by Lasersight or pursuant to any other agreement
         or arrangement made or participated in by Lasersight.

         1.6      Inspector    The term "Inspector" shall have the meaning set
                  ---------
         forth in Section 6.2.

         1.7      Lasersight   The term "Lasersight" shall mean LaserSight
                  ----------
         Incorporated and any of its Subsidiaries as defined in Section 1.15
         below.

         1.8      LIBOR Rate  The term "LIBOR Rate" shall mean a fixed rate of
                  ----------
         interest per annum offered for one-year dollar deposits in the London
         market, in effect on the applicable date of reference thereto, as
         quoted in the Wall Street Journal.

         1.9      Licensed Procedure   The Term "Licensed Procedure" shall mean
                  ------------------
         any procedure, operation or other treatment within the United States
         performed one time on a single human eye using a Licensed Product
         manufactured and/or Conveyed, directly or indirectly, by or for
         Lasersight.

         1.10     Licensed Product    The term "Licensed Product" shall mean any
                  ----------------
         system or component thereof that is covered by any Claim of any one of
         the VISX Patents, or is used in a method covered by any Claim of any
         one of the VISX Patents. For purposes of Lasersight's payments through

<PAGE>

         June 1, 2003, Lasersight agrees that the product(s) listed on Exhibit C
         shall be considered Licensed Products for that time period (without
         making any admission that the product(s) listed on Exhibit C are
         covered by any VISX Patent claim).

         1.11     Overdue Rate   The term "Overdue Rate" shall mean the LIBOR
                  ------------
         Rate, plus two percent (2%) or the highest rate permitted by applicable
         law, whichever shall be less.

         1.12     Per-Procedure Royalty   The term "Per-Procedure Royalty" shall
                  ---------------------
         mean the royalty to be paid to VISX for each Authorized Procedure, as
         described at Section 3.1.

         1.13     Person   The term "Person" shall mean an individual or any
                  ------
         legally recognized entity, including any corporation, partnership,
         limited partnership, limited liability company, association or trust.

         1.14     Security Mechanism   The term "Security Mechanism" shall mean
                  ------------------
         an accurate, auditable mechanism on each laser system that Lasersight
         sells, leases or otherwise disposes of or installs in the United States
         after the Effective Date of the Agreement that precludes the User from
         performing more procedures than authorized by Lasersight. For each
         laser system that Lasersight sells, leases or otherwise disposes of or
         installs outside the United States, each laser system shall have a
         mechanism ("Disabling Mechanism") that allows Lasersight to disable the
         laser system within sixty (60) days after Lasersight becomes aware that
         such a laser system has been brought into the United States without
         authorization.

         1.15     Subsidiary    The term "Subsidiary" shall mean with respect
                  ----------
         to any Person, any other Person, that directly or indirectly, is
         controlled by that Person. For purposes of this definition, "control"
         (including, with correlative meaning, the terms "controlled by" and
         "under common control with"), as used with respect to any Person, shall
         mean the possession, directly or indirectly, of the power to direct
         and/or cause the direction of the management and policies of such
         Person, whether through the ownership of voting securities, by contract
         or otherwise.

         1.16     United States  The term "United States" shall mean all fifty
                  -------------
         states of the United States of America, the District of Columbia,
         Puerto Rico and any other territory, commonwealth, or possession or
         U.S. military base or installation of the United States of America.

         1.17     User   The term "User" shall mean any Person in the United
                  ----
         States who uses, purchases, leases, or operates a Licensed Product
         manufactured and/or Conveyed, directly or indirectly, by or for
         Lasersight.

         1.18     VISX Patents   The term "VISX Patents" shall mean (i) the
                  ------------
         patents and patent applications set forth on Exhibit A hereto (the

<PAGE>

         "Listed Patents"), and all other patents issued and patent applications
         filed as of the Effective Date that relate to refractive excimer laser
         systems for laser ablation of corneal tissue to effect a refractive
         correction, components and accessories thereof (including eye tracking
         devices), and methods relating to the use of said excimer laser system
         or its components or accessories, and which, to the  extent, VISX or
         its Affiliates have the right to grant licenses or sublicenses of or
         within the scope granted herein, together with all foreign counterpart
         patents and patent applications, filed and still to be filed (the
         "Existing VISX Patents"), (ii) all divisions, continuations,
         continuations in part, patents of addition and substitutions of the
         Existing VISX Patents, and (iii) all patents, certificates of invention
         and governmental grants issuing on applications in clauses (i) and
         (ii), and (iv) all registrations, reissues, reexaminations or
         extensions of any kind with respect to any of the foregoing patents.
         The Listed Patents shall be divided into two categories: the
         "Term-Defining Group" and the "Non-Term-Defining Group" as indicated on
         Exhibit A.

2.       Grant of Rights

         2.1      Grant.
                  -----

         VISX hereby grants Lasersight a nonexclusive license under the VISX
Patents:

         (a) to make, have made, use, import, offer to sell, sell, lease or
             otherwise dispose of within the United States any Licensed Product
             used to perform laser refractive corneal surgery, provided that
             such Licensed Product is designed by LaserSight (including
             companies becoming Subsidiaries after the Effective Date or assets
             acquired after the Effective Date) and manufactured or assembled by
             or for LaserSight (including companies becoming Subsidiaries after
             the Effective Date or assets acquired after the Effective Date);
             and

         (b) to perform, and to grant sublicenses, without the right to grant
             further sublicenses, to its customers to perform Licensed
             Procedures.

         2.2      In exchange for these licenses, Lasersight shall pay to VISX
         a royalty for each Authorized Procedure by Lasersight or sublicensees
         of Lasersight (Users), in the amount described below in Section 3.1
         (the "Per-Procedure Royalty"). The content of procedure sublicenses
         shall be within the discretion of Lasersight, but shall contain at a
         minimum certain terms consistent with the License including without
         limitation the terms set forth in Section 2.4.

         Except as otherwise expressly provided in Section 11.1, the foregoing
         license is personal to Lasersight and nontransferable.


<PAGE>


         2.3      Future Patents and Patent Applications
                  --------------------------------------

         Provided that Lasersight is in compliance with all of the terms of this
         Agreement, if subsequent to the execution of this Agreement with
         Lasersight (i) VISX is issued a new U.S. patent (other than a Listed
         Patent) that relates to a laser system or a method of using a laser
         system for laser ablation of corneal tissue, or (ii) VISX concludes
         that Lasersight may be infringing an existing VISX U.S. patent that
         relates to a laser system or a method of using a laser system for laser
         ablation of corneal tissue, VISX shall notify Lasersight in writing of
         such newly issued or existing patent.

         For a period of ninety (90) calendar days from such notification, VISX
         shall not file any lawsuit against Lasersight for infringement of such
         newly issued or existing patent and Lasersight shall not file any
         declaratory judgment action against VISX asserting non-infringement
         and/or invalidity of such newly issued or existing patent. During the
         foregoing 90-day period, Lasersight shall have the right to notify VISX
         in writing that it wishes to add such newly issued or existing patent
         to its list of Listed Patents.

         The patent(s) selected by Lasersight will be included in the license
         granted in Section 2.1 for any Licensed Product or Licensed Procedure
         for which Lasersight pays Per-Procedure Royalties when due. Any such
         added patents shall be deemed to be Listed Patents and in the
         Term-Defining Group for purposes of this Agreement.

         If VISX receives the right to sublicense a patent that encompasses a
         laser system, or a method of using a laser system, for laser ablation
         of corneal tissue, VISX shall notify Lasersight in writing of such
         right to sublicense. For a period of ninety (90) calendar days from
         such notification, Lasersight shall have the right to notify VISX in
         writing that it wishes to receive a sublicense under such patent. As a
         result, the patent(s) selected by Lasersight will be included in the
         license granted in Section 2.1 for any Licensed Product or Licensed
         Procedure for which Lasersight pays Per-Procedure Royalties when due.

         If VISX has or becomes the owner of patents, or otherwise acquires
         patent license rights which it has the right to license (without cost
         to VISX) to Lasersight, for any internal memory, recording or counting
         system useful for Lasersight's compliance with its obligations under
         Section 2.4, it shall, at Lasersight's request, license the same to
         Lasersight on a non-exclusive royalty-free basis for the term of this
         Agreement.

         2.4      User Covenants
                  --------------

         (a) Obligations of Lasersight
             -------------------------

             To secure Lasersight's obligations to pay VISX Per-Procedure
             Royalties for all Licensed Procedures, except for those procedures
             that are exempt under 35 U.S.C. Section 271(e), Lasersight shall

<PAGE>

             obtain from its customers and assign to VISX a written agreement
             (User Covenants, Exhibit F) granting VISX the right to inspect
             during regular business hours with twenty-four (24) hour advance
             written notice (not including any hours on a Saturday, Sunday or
             legal holiday) the User's Licensed Product(s) and the User's
             premises at which the Licensed Product(s) is being used as set
             forth in and subject to the limitations of Section 2.4(a) herein
             and subject to the limitations of Section 2.4(b) below, and the
             right to have an independent auditor review the User's financial
             and patient records as set forth in Section 2.4(a) herein. Nothing
             in this Section is intended to diminish Lasersight's obligations
             or liability under the terms of the Agreement. Lasersight intends
             that VISX constitute a third party beneficiary under the User
             Covenants.

         (b) Enforcement of User Covenants
             -----------------------------

             VISX is concerned about Lasersight's ongoing accountability for
             Per-Procedure Royalties arising from use of Licensed Products
             within the United States. Lasersight shall provide a Security
             Mechanism that precludes the user from performing more procedures
             than authorized by LaserSight ("Security Mechanism") and will
             install such a Security Mechanism on all Lasersight laser systems
             that Lasersight sells, has sold, leases, has leased or otherwise
             disposes or has disposed of or installs or has installed in the
             United States, no later than thirty (30) calendar days after the
             Effective Date. The Security Mechanism shall be fully integrated
             into the system and shall be designed with the intention that it
             not be capable of being disconnected, overridden, erased,
             bypassed, or the number counted altered by any User or third
             party. VISX shall also have the right to designate an independent
             auditor to inspect (a) Lasersight's records of the number of
             Licensed Procedures authorized to its customers ("Authorized
             Procedures") (including the Security Mechanisms on Licensed
             Products being manufactured), and (b) Licensed Products and
             records of the number of Authorized Procedures or procedures
             conducted by Licensed Products being used in the United States to
             ensure that the Security Mechanism is operational. If VISX has a
             reasonable basis to suspect that any LaserSight User in the United
             States has tampered or interfered with the Security Mechanism or
             has used reporting methods that are not accurate, VISX may notify
             LaserSight of its belief and the basis therefor. If after sixty
             (60) calendar days, LaserSight has not corrected the problem or
             reasonably demonstrated to VISX that VISX's belief was incorrect,
             then VISX shall have the right to inspect during regular business
             hours with twenty-four (24) hours advance written notice (not
             including any hours on a Saturday, Sunday or legal holiday) the
             Licensed Product(s) and the User's premises at which the Licensed
             Product(s) in question is being used, provided VISX gives
             LaserSight same-day prior notice of such inspection. If after the
             inspection, and after a second sixty (60) calendar day period,
             Lasersight has not corrected the problem, Lasersight shall refuse
             to provide authorization to the User and shall disable the
             Licensed Product(s) until Lasersight can provide VISX with
             reasonable assurances that the User is in compliance with the User
             Covenants.
<PAGE>

         2.5      No Obligation to Charge
                  -----------------------

         Lasersight shall have no obligation to charge its customers or
         sublicensees (Users) any Per-Procedure Royalties.

         2.6      No Implied Licenses Only the licenses granted pursuant to the
                  -------------------
         express terms of this Agreement shall be of any legal force or effect.
         No other license rights, immunity, or other right shall be created by
         implication, estoppel or otherwise with respect to any patents or
         patent applications, trade secrets, know-how, or other intellectual
         property rights of VISX.

3.       Payments and Royalties

         3.1      Consideration
                  -------------

         (a) Per-Procedure Royalties
             -----------------------

                  (i)    Lasersight shall pay to VISX a Per-Procedure Royalty
                         for each Authorized Procedure as follows:

                      (A)[**] for each Authorized Procedure enabled by
                         Lasersight prior to the Effective Date of this
                         Agreement, payable in full upon on the signing of this
                         Agreement by both parties;

                      (B)[**] for each Authorized Procedure enabled by
                         Lasersight during the period beginning on the
                         Effective Date of this Agreement and extending through
                         [**];

                      (C)[**] for each Authorized Procedure enabled by
                         Lasersight during the period commencing [**] and
                         extending through [**]; and

                      (D)[**] for each Authorized Procedure enabled by
                         Lasersight on and after [**].

                  (ii)   [**]

                  (iii)  Except as provided in Section 3.1(a)(ii) above,
                         Lasersight shall be responsible for accurately
                         counting, reporting and paying the Per-Procedure
                         Royalties separately for each Authorized Procedure on
                         each Licensed Product by serial number in US dollars
                         on a monthly basis (within twenty (20) calendar days
                         after the end of each calendar month) thereafter.

<PAGE>
                  (iv)   With respect to Licensed Products made or assembled in
                         the United States and sold, leased, or Conveyed or
                         exported solely for use outside of the United States,
                         Lasersight shall pay VISX the royalty due under the
                         License Agreement between VISX and Lasersight dated
                         May 27, 1997 (the "International License"), the terms
                         of which remain in effect.

                  (v)    Lasersight shall not be required to pay a Per-Procedure
                         Royalty for a Licensed Procedure performed using a
                         specific device, machine or system which is a Licensed
                         Product imported into the United States ("Imported
                         Device") so long as it has not, and does not, while the
                         Imported Device is in the United States, directly or
                         indirectly, knowingly (a) service, enable use of, or
                         otherwise support such Imported Device, (b) assist or
                         otherwise participate in the importation of such
                         Imported Device, or (c) provide training in the
                         operation or use of such Imported Device.

         (b)      As further consideration for the license granted in Section
                  2.1, Lasersight shall convert VISX's license to United States
                  Patent No. 4,784,135 the "Blum Patent") to an irrevocable,
                  perpetual, fully-paid up license in consideration for VISX
                  paying the sum of [**] which shall be payable upon the signing
                  of this Agreement. This provision does not affect VISX's
                  obligation to pay royalties to LaserSight for products as to
                  which royalty payments would be due to Nidek as described in
                  the letter from Gregory L. Wilson to Mark B. Logan dated
                  February 24, 1998, attached hereto as Exhibit G.

         (c)      Exemptions
                  -----------

                  No Per-Procedure Royalty shall be due or payable with respect
                  to any particular Authorized and/or Licensed Procedure so long
                  as, and only so long as, Lasersight can demonstrate in writing
                  to the reasonable satisfaction of VISX that the said Licensed
                  Procedure is being performed by the User solely in a manner
                  which is exempt under 35 United States Code ss. 271(e)(1) or
                  an equivalent successor statute then in effect, as interpreted
                  by then applicable precedents, under an Investigational Device
                  Exemption ("IDE") applied for and obtained by Lasersight or
                  one of the physician IDE's applied for and obtained by one of
                  the doctors listed on Exhibit B (the "Physician IDE's"). At a
                  minimum and without limitation, Lasersight shall provide to
                  VISX express written approval of the IDE (or any adjunct or
                  other phase, as applicable) from FDA in which FDA specifies
                  the number of eyes approved as part of the study (or phase).
                  Other information in any such FDA approval document that
                  Lasersight provides to VISX may be redacted by Lasersight. The
                  redacted FDA approval document shall be disclosed to only one
                  person at VISX acceptable to Lasersight, who shall maintain
                  the confidentiality of the redacted FDA approval document.
                  Lasersight represents that the Physician IDE's are the only
                  IDE's for which it has provided any right of reference to its

<PAGE>

                  Technical File or Master Device File. Other than the Physician
                  IDE's, Lasersight represents and agrees that it has not
                  allowed and will not allow any Person to reference or use any
                  portion of Lasersight's Pre-Market Approval application,
                  Technical File, and/or Master Device File in an application or
                  request for an IDE and that it will not support or assist any
                  Person in any way in creating an IDE or IDE submission.
                  Lasersight represents and warrants that as of the Effective
                  Date, it has made, sold and/or otherwise disposed of no more
                  than ten (10) laser refractive corneal surgery systems for use
                  in connection with current FDA approved investigations of
                  which Lasersight is the sole sponsor (which, together with the
                  two (2) systems owned by Dr. Ford and listed on Exhibit B, are
                  "Exempt Systems") and that as of the Effective Date Lasersight
                  has not made, sold and/or otherwise disposed of any other
                  laser refractive corneal surgery systems for use in connection
                  with any other current FDA approved investigations. Exempt
                  Systems are identified by serial number, customer and location
                  on Exhibit B, which also sets out the number of procedures
                  allowed under any IDE applied for and obtained by Lasersight.
                  The parties acknowledge that Lasersight will in the future,
                  from time to time, be engaged in additional testing as part of
                  the FDA approval process for which IDEs may be obtained and
                  that such testing will not be subject to Per-Procedure
                  Royalties.

         (d)      Most Favored Licensee
                  ---------------------

                  (i)    If at any time subsequent to the execution of this
                         Agreement with Lasersight, VISX grants a license to
                         another laser manufacturer under one or more of the
                         Listed Patents in the Term-Defining Group with a
                         per-procedure royalty lower than Lasersight's
                         Per-Procedure Royalty, VISX shall within thirty (30)
                         business days of such grant notify Lasersight of such
                         grant and Lasersight may, in its sole discretion, elect
                         to incorporate into its license such lower
                         per-procedure royalty in place of the Per-Procedure
                         Royalty, effective as of the date of the subsequent
                         license. Within thirty (30) business days after receipt
                         of such notice, Lasersight must elect by written notice
                         to accept the terms of the subsequent license or such
                         right shall lapse and be of no further effect.  This
                         Most Favored Licensee provision shall not apply to any
                         agreement existing as of the Effective Date, including
                         any amendment or modification thereto, unless such
                         amendment or modification is entered into after the
                         Effective Date and reduces the per-procedure royalty of
                         the existing agreement, in which event, Lasersight may
                         incorporate into its license a Per-Procedure Royalty
                         reduced by the same percentage as the percentage
                         reduction provided by the amendment or modification to
                         the other manufacturer's existing per-procedure
                         royalty.  Further, this Most Favored Licensee provision
                         shall not apply to any license, amendment, or
                         modification granted by VISX to another laser
                         manufacturer whereunder VISX is granted a right or

<PAGE>

                         license to at least one patent or other intellectual
                         property right of such laser manufacturer.

                  (ii)   [**]

         (e)      VISX shall have the right to designate an independent auditor
                  to review the financial and patient records of each User
                  provided, however, that the total number of audited Users may
                  not exceed twenty percent (20%) of the Licensed Products in
                  use in the United States each quarter, and further provided
                  that no User may be audited more than once within any twelve
                  (12) month period unless an audit reveals the User's
                  non-compliance with the terms and conditions of this Agreement
                  or an underpayment hereunder of over five percent (5%), in
                  which event VISX shall have the right to audit the User more
                  frequently until the results of the last audit reveal the
                  User's compliance with the terms and conditions of this
                  Agreement and less than a five percent (5%) underpayment
                  hereunder. Such independent auditor shall report to VISX the
                  number of Licensed Procedures using the audited Licensed
                  Products. VISX shall pay the fees and expenses of the auditor
                  unless Lasersight has underpaid the Per-Procedure Royalties
                  for the audited Licensed Products by five percent (5%) or
                  more, in which case Lasersight shall pay the reasonable fees
                  and expenses of the auditor for that quarter's audit and shall
                  pay any unpaid Per-Procedure Royalties plus interest at the
                  rate of LIBOR plus three and one half percent (3.5%) or
                  cumulatively the highest rate permitted by applicable law,
                  whichever shall be less, for the Licensed Procedures reported
                  by the auditor. If the auditor finds that Lasersight has
                  overpaid the Per-Procedure Royalties for the audited Licensed
                  Products for the audited period, VISX shall refund or credit
                  the overpaid amount to LaserSight.

         (f)      In the event that, based on an audit conducted pursuant to
                  Section 3.1(e) above, VISX determines in its reasonable
                  discretion that Lasersight's Security Mechanism is inadequate
                  or that Lasersight's method of counting and reporting
                  Per-Procedure Royalties is not accurate, VISX shall have the
                  right to require Lasersight to install an adequate Security
                  Mechanism and employ accurate counting methods with respect to
                  all laser systems sold, leased or otherwise disposed of or
                  installed throughout the world after the Effective Date of the
                  Agreement including Exempt Systems. Lasersight shall have
                  sixty (60) calendar days from VISX's notice (the "Cure
                  Period"), not including days relating to FDA approval for any
                  changes, if required, to install a replacement Security
                  Mechanism acceptable to VISX. If Lasersight uses its best
                  efforts, but is unable to cure the inadequate Security
                  Mechanism during the Cure Period and employ accurate counting
                  methods, VISX shall have the right to designate an Independent
                  Auditor to review the financial and patient records of each
                  User of a Licensed Product and to report to VISX the number of
                  Licensed Procedures on each Licensed Product on a monthly
                  basis until VISX agrees in writing that a replacement Security

<PAGE>

                  Mechanism acceptable to VISX has been installed on each laser
                  system sold, leased or otherwise disposed of or installed in
                  the United States after the Effective Date of the Agreement
                  including each Exempt System. Lasersight shall pay the fees
                  and expenses of the independent auditor and shall pay any
                  unpaid Per-Procedure Royalties reported by the independent
                  auditor plus interest at the rate of LIBOR plus three and one
                  half percent (3.5%) or cumulatively the highest rate permitted
                  by applicable law, whichever shall be less, for the Licensed
                  Procedures reported by the independent auditor for which no
                  Per-Procedure Royalties have been paid. If after a second
                  sixty (60) calendar day period, LaserSight has been unable to
                  cure the inadequate Security Mechanism and employ accurate
                  counting methods, VISX shall have the right to terminate this
                  Agreement and all User sublicenses; provided, however, that
                  VISX's right to terminate shall be postponed for a third and
                  final sixty (60) calendar day period if Lasersight
                  demonstrates that, in addition to using its best efforts to
                  correct the problem, it has retaken possession of any laser
                  system that VISX reasonably believes does not have an
                  effective and accurate Security Mechanism or for which
                  inaccurate reporting methods are being used. Until VISX
                  elects, if it does, to terminate the License and all User
                  sublicenses pursuant to the preceding sentence, Lasersight
                  shall continue to pay the fees and expenses of the independent
                  auditor and any unpaid Per-Procedure Royalties plus interest
                  at the rate of LIBOR plus three and one half percent (3.5%) or
                  cumulatively the highest rate permitted by applicable law,
                  whichever shall be less, for the Licensed Procedures reported
                  by the independent auditor for which no Per-Procedure
                  Royalties have been paid.

         3.2      Reports and Payments
                  --------------------

         (a)      Monthly Reports
                  ---------------

                  Within twenty (20) calendar days after the end of each
                  calendar month, Lasersight shall deliver to VISX a written
                  report in form and substance reasonably acceptable to VISX,
                  and certified as to accuracy by the chief financial officer of
                  Lasersight or any other officer of equal or higher rank, which
                  shall specify the amount of Per-Procedure Royalties due and
                  payable by Lasersight, and shall contain a statement of (i)
                  the number of Licensed Procedures (broken down by the serial
                  number of the Licensed Product intended for performance of
                  such procedures) authorized during the preceding calendar
                  month, and (ii) any other relevant information reasonably
                  specified by VISX from time to time.

         (b)      Monthly Payments
                  ----------------

                  Within twenty (20) calendar days after the end of each
                  calendar month, Lasersight shall pay to VISX, in U.S. Dollars
                  at such place as VISX may designate in writing to Lasersight

<PAGE>

                  from time to time, an amount equal to all Per-Procedure
                  Royalties due and payable to VISX with respect to the month to
                  which any report referred to in Section 3.2(a) relates.

         (c)      Interest on Amounts Due
                  -----------------------

                  In the event that any amount payable under this Agreement is
                  not paid when due, it shall be paid with interest at the
                  Overdue Rate, calculated as of the due date, for the period
                  commencing on the day the payment is due until the date
                  payment thereof is made in full.

         (d)      Taxes
                  -----

                  If Lasersight is required to withhold any taxes from any sum
                  payable to VISX hereunder, Lasersight shall withhold such
                  taxes and pay the same to the appropriate tax authorities for
                  the account of VISX. Lasersight shall obtain, and promptly
                  furnish to VISX, a receipt evidencing each such tax payment.


<PAGE>


4.       Settlement of Pending Litigation

         Within five (5) business days of the Effective Date, VISX and
         Lasersight shall cause to be filed in the action pending in the United
         States District Court for the District of Delaware (Civil Action No.
         99-789- JJF) a fully executed stipulated order in the form attached
         hereto as Exhibit D, with each party to bear its own costs.

5.       Term; Termination

         5.1      Term
                  ----

         Except as set forth in Section 5.2, this Agreement shall terminate upon
         the earlier of (a) expiration of the last to expire of the Listed
         Patents in the Term-Defining Group, or (b) a ruling by a court or
         administrative tribunal of competent jurisdiction in a final decision
         from which there is no further right of appeal that each of the claims
         of the unexpired Listed Patents in the Term-Defining Group are either
         not infringed by Lasersight or invalid or unenforceable (or the final
         ruling of a series of such rulings each with respect to fewer than all
         of the unexpired Listed Patents with the same cumulative effect that
         all of the claims of the Listed Patents in the Term-Defining Group are
         held either invalid or unenforceable or not infringed by Lasersight
         with no further right of appeal).

         5.2      Termination
                  -----------

         This Agreement (including the licenses granted to Lasersight in this
         Agreement) may be terminated by VISX prior to the expiration of the
         Term upon the occurrence of any one or more of the following events:

         (a)      Lasersight shall at any time fail to make any payment, when
                  and as due, of Per-Procedure Royalties or other amounts due
                  under this Agreement; provided that such failure has not been
                  cured within twenty (20) calendar days of written notice from
                  VISX (the "Notice Period") specifying in reasonable detail the
                  basis of VISX's conclusion that Lasersight has failed to pay
                  all Per-Procedure Royalties due under this Agreement
                  (including a copy of any report prepared for VISX by the
                  independent auditor pursuant to Section 2.4(b) hereof),
                  provided that if Lasersight asserts that a product, which is
                  more than colorably different from the LaserScan LSX (and
                  Lasersight continues to make the payments due for the
                  LaserScan LSX), does not infringe any of the Listed Patents,
                  VISX's right to terminate under this paragraph does not arise
                  until after (1) either (i) Lasersight designates such
                  colorably different product as a Licensed Product or (ii) VISX
                  obtains a ruling by a court or administrative tribunal of
                  competent jurisdiction in a final decision from which there is

<PAGE>

                  no further right of appeal that such colorably different
                  product infringes one or more claims of one or more of the
                  VISX Patents and (2) Lasersight fails to begin making payments
                  within 20 days after 5.2(a)(1)(i) or (ii) above;

         (b)      Lasersight shall at any time fail to cure any violations of
                  Section 2.4(b) within one hundred eighty (180) calendar days
                  of receipt of a written notice of noncompliance.

         (c)      Lasersight shall at any time breach any of its obligations
                  under Sections 2.4(a), 3.2, 6.1, 6.2, 7.2, and 11.1, and fail
                  to cure such breach within thirty (30) calendar days after
                  being given notice of such breach by VISX, provided that the
                  foregoing thirty (30) calendar day grace period shall not
                  apply if Lasersight has received more than three (3) such
                  thirty (30) day grace periods in any twelve (12) month period;

         (d)      Lasersight becomes insolvent, makes an assignment for the
                  benefit of creditors or is generally not paying its debts as
                  they mature;

         (e)      Lasersight attempts to assign, transfer or delegate any of its
                  rights, licenses, duties or obligations under this Agreement
                  in violation of the terms, conditions or provisions of Section
                  11.1

         VISX may exercise its right to terminate this Agreement (including the
         licenses granted to Lasersight herein) by written notice to Lasersight
         specifying therein the election to so terminate.

         5.3      No Contest Period
                  -----------------

         (a)      Lasersight

                  (i)    shall not, prior to June 1, 2003, directly or
                         indirectly, contest in any proceeding, or otherwise
                         aid, assist or participate in any proceeding
                         contesting, the infringement of US Patent No. 4,718,418
                         (the " `418 Patent") by the Lasersight Laserscan LSX or
                         any other Lasersight product which is not more than
                         colorably different from the Laserscan LSX;

                  (ii)   shall not, prior to June 1, 2003, directly or
                         indirectly contest in any proceeding, or otherwise aid,
                         assist or participate in any proceeding contesting, the
                         validity or enforceability of the `418 Patent, unless
                         Lasersight products which are more than colorably
                         different from the Laserscan LSX are at issue in such
                         proceeding and are Lasersight products for which
                         Lasersight has obtained a formal written opinion of
                         outside counsel that the more than colorably different
                         product does not infringe any of the Listed Patents in
                         the Term-Defining Group; and
<PAGE>

                  (iii)  shall pay the Per-Procedure Royalties due under this
                         Agreement until at least June 1, 2003, notwithstanding
                         that the `418 Patent may be challenged as or held
                         invalid or unenforceable, or not infringed by the
                         Lasersight products, in any other proceeding at a later
                         date.

         (b)      Nothing in this Agreement, including without limitation,
                  Lasersight's payments under this Agreement and/or Lasersight's
                  marking pursuant to this Agreement,shall be used in any
                  proceedings against Lasersight, its indemnitees, Users, and/or
                  sublicensees, as an admission or to suggest or tend to prove
                  that any Lasersight product or the use thereof is covered by
                  or falls within the scope of any claim of any VISX Patent.

         5.4      Effect of Termination
                  ---------------------

         If this Agreement and the licenses granted herein are terminated as
         provided in this Agreement, then all licenses and sublicenses acquired
         by Lasersight or any other Person acquiring any rights from or through
         Lasersight to the VISX Patents by virtue of this Agreement, including
         any User, shall terminate.

         5.5      Limited Survival of Agreement
                  -----------------------------

         Notwithstanding the expiration this Agreement as provided in Section
         5.1 or the earlier termination of this Agreement and the licenses
         granted herein as provided in Section 5.2, any term or provision of
         this Agreement pertaining to any of the subject matter described in
         this Section 5.5 shall continue in effect after such expiration or
         termination to the degree necessary to permit its complete fulfillment
         or discharge.

         (a)      Any Lasersight obligation to maintain or cause the maintenance
                  of records and/or to provide any reports required under this
                  Agreement which relate to any period ending on or before such
                  expiration or termination, and VISX's right to conduct any
                  audit or inspection with respect thereto;

         (b)      VISX's right to receive or recover, and Lasersight's
                  obligation to pay, any amounts due to VISX under this
                  Agreement which have accrued or were earned at any time prior
                  to such expiration or termination, including any amounts which
                  may be due by reason of any adjustment arising from an
                  inspection or audit pursuant to this Agreement;

         (c)      The provisions of Section 9 in effect at the time of such
                  expiration or termination with respect to confidential
                  information of either party to this Agreement, provided
                  however, that notwithstanding any other provision of this
                  Agreement, such covenant or agreement with respect to such
                  confidential information shall expire and be of no further
                  force and effect on and after three (3) years after the
                  expiration or termination of this Agreement.

<PAGE>

6.       Records, Inspections and Audits

         6.1      Records
                  -------

         Without limiting the requirements of Sections 2.4(a) and 3.2,
         Lasersight shall keep and maintain, books and records, utilizing
         generally accepted accounting principles and practices (to the extent
         applicable), which contain information necessary to calculate any
         Per-Procedure Royalties payable to VISX under this Agreement, and to
         assure compliance by Lasersight with the terms of this Agreement,
         including, without limitation, information necessary to verify the
         number of Authorized Procedures, and the specific Licensed Product
         intended for performance of each Authorized Procedure.

         6.2      Inspection and Audit.
                  --------------------

         (a)      VISX shall have the right, exercisable by VISX not more
                  frequently than once every three (3) months during the Term,
                  to designate an independent technical and/or accounting firm
                  (which may be VISX's current auditors, Arthur Andersen LLP)
                  (the "Inspector"), and to request the Inspector to conduct an
                  inspection and/or audit, and make a report to VISX as outlined
                  in this Section 6.2, in order to verify Lasersight's and its
                  Subsidiaries' compliance with the terms, conditions and
                  provisions of this Agreement and each User's compliance with
                  the User Covenants, including an inspection or audit, during
                  regular business hours after giving at least forty-eight (48)
                  hours written notice, (not including any hours on a Saturday,
                  Sunday or legal holiday), of (a) Lasersight's records of the
                  number of Authorized Procedures (including the Security
                  Mechanisms on Licensed Products being manufactured), and (b)
                  Licensed Products and records of the number of Authorized
                  Procedures or procedures conducted by Licensed Products being
                  used in the United States to ensure that the Security
                  Mechanism is operational.

         (b)      The Inspector shall be permitted to make copies of documents
                  or any other information necessary to establish noncompliance
                  with the terms, conditions and provisions of this Agreement.
                  To the extent possible, the Inspector shall endeavor to avoid
                  disrupting Lasersight's business in the course of conducting
                  the inspection.  Lasersight agrees to cooperate fully with and
                  inspection and audit conducted by the Inspector as provided
                  herein and to comply with all reasonable requests of VISX in
                  regard thereto.  The Inspector may prepare a report for VISX
                  of the results of any audit and inspection of Lasersight.  To
                  the extent practicable, the Inspector shall endeavor to
                  prepare the report in a manner which minimizes the disclosure
                  of Lasersight's Confidential Information, taking into account,
                  however, VISX's right to be advised of any information which
                  in the sole judgment of the Inspector and/or VISX's legal
                  counsel reflects a violation of this Agreement or the User
                  Covenants or an incorrect calculation of payments due to VISX
                  under this Agreement.
<PAGE>

         (c)      Consequence of Underpayments.
                  ----------------------------

                  Without limiting the provisions of Section 2.4, if the
                  Inspector reasonably determines that Lasersight has underpaid
                  any Per-Procedure Royalties due during any audited period,
                  Lasersight shall within five (5) business days of receipt of
                  notice from VISX, such notice including a copy of the
                  Inspectors report, pay to VISX the underpaid amount plus
                  interest on the underpaid amount calculated at the Overdue
                  Rate (calculated as of the date the underpaid amount was
                  originally due) for the period from the date the underpaid
                  amount was originally due to the date of payment thereof. In
                  addition, if the underpaid amount during any calendar month
                  during an audited period is more than five percent (5%) of the
                  Per-Procedure Royalties actually paid to VISX for that month,
                  then (without limiting any other remedies available to VISX)
                  Lasersight shall also pay to VISX all reasonable costs
                  incurred by VISX with respect to or related to the audit,
                  including, without limitation, all accounting or auditing
                  fees, attorneys' fees and any other costs and expenses of VISX
                  incurred in ascertaining or determining such underpayment or
                  in collecting full payment thereof.

7.       Covenants, Representations and Warranties

         7.1      Representations and Warranties
                  ------------------------------

         VISX hereby represents and warrants that (i) it has the legal power,
         authority and right to enter into this Agreement and to perform all of
         its obligations hereunder, and (ii) it will not grant any rights in the
         VISX Patents which are inconsistent with the rights granted to
         Lasersight herein, or in violation of any of VISX's covenants made in
         this Agreement.

         Lasersight hereby represents and warrants that (i) it has the legal
         power, authority and right to enter into this Agreement and to perform
         all of its obligations hereunder.

         7.2      Covenants
                  ---------

         Lasersight hereby covenants and agrees to comply with each of the
         following covenants:

         (a)      Labeling and Notices Negating Implied Licenses

                  (i)    From and after July 1, 2001, Lasersight shall give each
                         User written notice that Licensed Procedures may be
                         authorized by Lasersight and performed by the User only
                         if such User has agreed to be bound by the User
                         Covenants, and that any use of the Licensed Product to

<PAGE>

                         perform Licensed Procedures without such agreement may
                         constitute patent infringement. The notice shall list
                         by number the VISX Patents, or a subset of the VISX
                         Patents, as reasonably requested by VISX in writing.
                         The notice shall in particular exclude any implied
                         license or other right of such Person to perform
                         Licensed Procedures in the United States by reason of
                         any Conveyance.

                  (ii)   At a minimum, the notice shall include the language set
                         forth in Exhibit E.  VISX reserves the right from time
                         to time during the term of this Agreement to modify
                         Exhibit E for the purpose of adding or deleting
                         Existing Patents or adding patents selected by
                         Lasersight for inclusion in the Term-Defining Group
                         list of VISX Patents in Exhibit E.  Upon delivery by
                         VISX of a modified Exhibit E to Lasersight, the
                         modified Exhibit E shall replace the previous Exhibit E
                         for all purposes of this Agreement as of the date of
                         such delivery, and Lasersight shall take any and all
                         action required to cause each notice (and label as
                         required in Section 7.2(a)(iii) below) thereafter given
                         or affixed pursuant to this Section 7.2(a)(ii) to
                         reflect the language of the modified Exhibit E.

                  (iii)  The aforesaid notice shall be prominently stated in a
                         sales, lease or other agreement relating the Conveyance
                         of a Licensed Product with each User.  Such notice
                         shall also be prominently and permanently affixed, or
                         caused to be affixed, by Lasersight as a label to each
                         Licensed Product that is Conveyed by or for Lasersight,
                         directly or indirectly, for use in the United States on
                         or after August 1, 2001.  The purpose of the label is
                         to provide notice of the VISX Patents to other parties
                         to establish or support a claim by VISX against any
                         such other party of damages due to infringement.  Each
                         notice and label shall be in capitalized and bold
                         lettering with a minimum font size of 10 points. With
                         respect to Licensed Products Conveyed prior to May 28,
                         2001 for use in the United States, Lasersight shall
                         affix, or cause to be affixed, such label by
                         September 1, 2001.  Lasersight shall take all measures
                         necessary to contractually bind the recipients of the
                         notice to the limitations and conditions set forth
                         therein.

                  (iv)   Lasersight shall provide VISX with a copy of the form
                         of any notice and label which Lasersight proposes to
                         use to comply with the foregoing requirements that
                         differs from the notice and label attached as Exhibit E
                         hereto, including any proposed amendment thereto, at
                         least ten (10) days prior to the date Lasersight first
                         intends to provide such notice and affix such label or
                         amended notice and label, as the case may be.

<PAGE>

         (b)      Labeling on Laser Systems Conveyed Outside the United States

                  On any Licensed Product Conveyed, directly or indirectly,
                  after the Effective Date by Lasersight outside the United
                  States, Lasersight shall attach a permanent label which
                  states, "Not for use in the United States. Not licensed under
                  U.S. patents." Such a Licensed Product is not licensed in the
                  United States unless licensed by VISX under separate agreement
                  for use in the United States, at which time the label can be
                  removed.

         7.3      Nothing contained in this Agreement shall be construed as:

         (a)      a warranty or representation by VISX as to the validity,
                  enforceability or scope of any of the VISX Patents;

         (b)      a warranty or representation by VISX that the manufacture,
                  sale, offer for sale, lease, import, use or other disposition
                  of Licensed Products or the performance of Licensed Procedures
                  hereunder will be free from infringement of intellectual
                  property rights of third parties;

         (c)      an agreement by VISX to file any patent application, secure
                  any patent or maintain any patent in force;

         (d)      conferring any rights to use in advertising, publicity, or
                  other marketing activities any name, trademark, or other
                  designation of either party hereto;

         (e)      conferring by implication, estoppel or otherwise any license
                  or other rights except the licenses and rights expressly
                  granted hereunder;

         (f)      prohibiting either party from licensing any third party under
                  its patents; or

         (g)      a warranty or representation (whether implied, statutory or
                  otherwise), except as expressly provided in this Section 7.

8.       Indemnification
         ---------------

         8.1      Indemnification Disclaimer
                  --------------------------

         VISX disclaims and shall have no obligation to defend or indemnify
         Lasersight or any User with respect to any claim for infringement of
         any third party intellectual property right as a result of the exercise
         of rights granted hereunder.

<PAGE>


         8.2      Indemnification By Lasersight
                  -----------------------------

         Lasersight shall indemnify, defend and hold harmless VISX and its
         successors, assigns, officers, directors, shareholders, employees,
         representatives, attorneys and agents (each such Person an "Indemnified
         VISX Person") from and against any and all claims, liability, loss,
         damage, costs or expense of whatsoever kind or nature (excluding the
         Indemnified VISX Person's attorneys' fees and costs and any special,
         consequential or economic damages) asserted against or suffered or
         incurred by an Indemnified VISX Person arising or resulting from or
         otherwise concerning:

         (a)      The manufacture, use, offer to sell, or Conveyance by
                  Lasersight, directly or indirectly, of any Licensed Product
                  manufactured and/or Conveyed, directly or indirectly, by or
                  for Lasersight, including any product liability claim arising
                  therefrom;

         (b)      Any claim for personal injury or property damage, whether
                  successful or not, related to or otherwise concerning any
                  Licensed Product manufactured, used, offered for sale or
                  Conveyed by Lasersight or the performance of any Licensed
                  Procedure; and/or

         (c)      Any breach or failure to perform by Lasersight of any of
                  Lasersight's representations, warranties, covenants,
                  agreements or obligations under this Agreement.

         The foregoing indemnification and agreement to defend and hold harmless
         shall include, without limitation, any cost or expense incurred or to
         be incurred by an Indemnified VISX Person by reason of its having been
         or being a party or being threatened to be made a party to any such
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (excluding the
         Indemnified VISX Person's attorneys' fees and costs). The Indemnified
         VISX Person shall be entitled to retain counsel of such Person's choice
         to defend that Person. The fees and other expenses of the Indemnified
         VISX Person's counsel shall be borne by that Person. Lasersight shall
         not settle any claim subject to this provision without first obtaining
         the Indemnified VISX Person's consent, which consent shall not
         unreasonably be withheld.

         8.3      Indemnification By VISX
                  -----------------------

         VISX shall indemnify, defend and hold harmless Lasersight and its
         successors, assigns, officers, directors, shareholders, employees,
         representatives, attorneys and agents (each such Person an "Indemnified
         Lasersight Person") from and against any and all claims, liability,
         loss, damage, costs or expense of whatsoever kind or nature (excluding
         the Indemnified Lasersight Person's attorneys' fees and costs and any
         special, consequential or economic damages) asserted against or

<PAGE>

         suffered or incurred by an Indemnified Lasersight Person arising or
         resulting from or otherwise concerning: any breach or failure to
         perform by VISX or any of its Affiliates of any of VISX's
         representations, warranties, covenants, agreements or obligations under
         this Agreement.

         The foregoing indemnification and agreement to defend and hold harmless
         shall include, without limitation, any cost or expense incurred or to
         be incurred by an Indemnified Lasersight Person by reason of its having
         been or being a party or being threatened to be made a party to any
         such threatened, pending or completed action, suit or proceeding,
         whether civil, criminal, administrative or investigative (excluding the
         Indemnified Lasersight Person's attorneys' fees and costs). The
         Indemnified Lasersight Person shall be entitled to retain counsel of
         such Person's choice. The fees and other expenses of the Indemnified
         Lasersight Person's counsel shall be borne by that Person. VISX shall
         not settle any claim subject to this provision without first obtaining
         the Indemnified Lasersight Person's consent, which consent shall not
         unreasonably be withheld.

9.       Confidentiality

         9.1      Confidential Information
                  ------------------------

         Each party agrees that it shall not disclose to any third party or use
         except in furtherance or enforcement of this Agreement any confidential
         information of the other party disclosed in connection with the
         Agreement. Either party may disclose any confidential information of
         the other party or its Affiliates or Subsidiaries to the extent
         necessary to comply with an order or request of a court or governmental
         agency or to comply with a formal discovery request or an information
         request of a governmental agency.

         9.2      Non-Confidential Information
                  ----------------------------

         A party shall be under no obligation with respect to any portion of
         confidential information of the other party or its Affiliates or
         Subsidiaries referred to in Section 9.1, which it can demonstrate by
         clear and convincing evidence:

         (a)      Is not clearly and prominently labeled in writing as
                  confidential information;

         (b)      Through no act or failure to act on its part, becomes
                  generally known or available to the public;

         (c)      Is known by the party at the time of receiving such
                  confidential information;

         (d)      Is furnished to the party by any Person not legally precluded
                  from making the disclosure without restriction on disclosure;
                  and/or
<PAGE>

         (e)      Is independently developed by the party without use of such
                  confidential information.

         9.3      Nondisclosure of Certain Terms of Agreement
                  -------------------------------------------

         Each party hereby covenants and agrees that it shall exercise all
         reasonable efforts to maintain the amount of the Per-Procedure Royalty,
         the other economic terms, and certain other terms of this Agreement
         that the parties will identify prior to signing this Agreement (the
         "Confidential Terms") in strict confidence and shall not disclose the
         Confidential Terms to any Person other than their employees and agents
         who have an absolute need to know that information. In the event that
         under applicable securities laws, the rules of any governmental
         authority, the terms of an order of a court of competent jurisdiction
         or a formal discovery request any party is required to make disclosures
         of any of the Confidential Terms, then before making any such
         disclosure that party shall consult with the other party concerning
         such requirement and shall apply and request in accordance with the
         rules of the applicable governmental authority or court that the
         Confidential Terms be maintained in strict confidence (e.g., in the
         case of a court, by obtaining the strictest available protective order,
         or, in the case of the Securities and Exchange Commission, by obtaining
         confidential treatment). Either party may issue a press release or
         other statement announcing the existence (but not the Confidential
         Terms) of this Agreement, provided that the party first obtains the
         other party's written approval of the content of the press release,
         which approval will not be unreasonably withheld.

10.      Enforcement of VISX Patents

         In the event that (i) a third party manufacturer of a laser vision
         correction systems is granted premarket approval by the FDA to market
         such product for an indication that can be demonstrated to infringe one
         or more claims of a patent in the Term-Defining Group of the Listed
         Patents and (ii) such manufacturer sells, leases or otherwise disposed
         of at least ten (10) such products for use in the United States after
         the date of such premarket approval, Lasersight may promptly notify
         VISX by identifying in writing the name of the manufacturer and the
         location of the ten (10) products (the "Notice"). Within thirty (30)
         business days following receipt by VISX of such Notice, VISX will
         provide written notice to Lasersight that VISX intends to do one of the
         following: (a) use commercially reasonable efforts for a period of up
         to one hundred eighty (180) business days from the date of the Notice
         to enter into a license agreement with the third party manufacturer
         (the "License Option"); (b) take prompt reasonable steps, including
         litigation, to abate such infringement (the "Litigation Option"); or
         (c) take no action. If VISX elects the License Option and fails to
         either (a) enter into a license agreement with the infringing third
         party manufacturer within the 180-day period or (b) initiate legal
         action against the infringing third party manufacturer within sixty

<PAGE>

         (60) business days following expiration of the 180-day period, then no
         Per-Procedure Royalties shall accrue after the expiration of that sixty
         (60) business day period until VISX enters into a license agreement
         with, or initiates legal action against, the infringing third party
         manufacturer.

         If VISX elects the Litigation Option and fails to initiate legal action
         against the infringing third party manufacturer within sixty (60)
         business days following receipt of the Notice, then no Per-Procedure
         Royalties shall accrue after the expiration of that 60-day period until
         VISX enters into a license agreement with, or initiates legal action
         against, the infringing third party manufacturer.

         If VISX elects to take no action, Lasersight may provide to VISX a
         written opinion of outside patent counsel who is acceptable to both
         VISX and Lasersight expressing an affirmative determination that the
         preponderance of the available evidence demonstrates that such system
         infringes one or more claims of a patent in the Term-Defining Group of
         the Listed Patents (the "Opinion"). Within thirty (30) business days
         following receipt by VISX of the Opinion, VISX will provide written
         notice to Lasersight that VISX intends to pursue either the License
         Option or the Litigation Option. If VISX thereafter fails to pursue the
         option it elected, the parties will proceed as described above.

         If there is a dispute between VISX and Lasersight regarding VISX's
         satisfaction of its obligations hereunder, Lasersight shall pay all
         royalties otherwise due under this Agreement into an escrow account
         pending settlement of the dispute or resolution by binding arbitration
         in accordance with the Commercial Arbitration Rules of the American
         Arbitration Association.

11.      Miscellaneous

         11.1     No Assignment
                  -------------

         The rights and licenses granted by VISX in this Agreement are personal
         to Lasersight. Except as expressly provided below, other than the
         sublicenses to Users provided for in Section 2.1, Lasersight shall not
         transfer or delegate any of its rights or obligations under this
         Agreement without the express written consent of VISX, which consent
         may be withheld in VISX's sole discretion and said transfer or
         delegation without such consent shall be null and void for all
         purposes; provided, however, that Lasersight may assign all but not
         less than all of its rights and obligations under this Agreement to any
         successor by way of merger, consolidation or acquisition of
         substantially all of Lasersight's assets associated with laser ablation
         of corneal tissue, if such successor first agrees in writing to be
         bound by the provisions of this Agreement. Lasersight's liability under
         this Agreement shall nevertheless continue until expressly released by
         VISX, which release shall not be unreasonably withheld. Notwithstanding
         the foregoing, the right to make an assignment to a successor by way of
         merger, consolidation or acquisition of substantially all of


<PAGE>

         Lasersight'sassets associated with laser ablation of corneal tissue
         ("Permitted Assignment") shall apply only with respect to (i) the
         models of Licensed Products that are sold or leased by and manufactured
         by Lasersight at least ninety (90) days prior to any such Permitted
         Assignment and (ii) all improvements and upgrades to such models made
         in the ordinary course of development; but such right shall not apply
         to any improvements or upgrades on a laser platform that was not a
         Lasersight laser platform prior to the Permitted Assignment.
         Notwithstanding anything to the contrary in this Section 11.1, in no
         event, however, shall the granted license run in favor of any device
         competitive with the Licensed Products which, prior to the Effective
         Date of this Agreement, was manufactured by a Person who, prior to the
         date of this Agreement, is engaged in the production or sale of such
         competitive device.

         11.2     Entire Agreement
                  ----------------

         This Agreement, together with any Exhibits attached hereto, constitutes
         the entire agreement between the parties with respect to the subject
         matter hereof and supersedes any prior understandings, agreement or
         representations by or between the parties, written or oral, that may
         have related in any way to the subject matter hereof. The parties
         acknowledge that the international License Agreement dated May 27, 1997
         between VISX and Lasersight is unaffected by this Agreement and will
         continue in full force and effect and Lasersight shall continue to pay
         royalties in accordance with the terms of that agreement.

         11.3     Independent Contractors
                  -----------------------

         The relationship of VISX and Lasersight established by this Agreement
         is that of independent contractors. Nothing in this Agreement shall be
         construed to create any other relationship between VISX and Lasersight.
         Neither party shall have any right, power or authority to assume,
         create or incur any expense, liability or obligation, express or
         implied, on behalf of the other.

         11.4     Force Majeure
                  -------------

         Neither party hereto shall be in default by reason of any failure in
         the performance of this Agreement in accordance with its terms if such
         failure is due to acts of God, war, strikes, riots, storms, fires or
         any other cause whatsoever beyond the reasonable control of the party.
         The party so prevented or delayed in the performance of its obligations
         shall promptly notify the other party and shall be excused from such
         performance to the extent and during the period of such prevention or
         delay.

         11.5     Compliance with Laws
                  --------------------

         In exercising its rights under this Agreement, each party shall fully
         comply in all material respects with the requirements of any and all

<PAGE>

         applicable laws, regulations, rules and orders of any governmental body
         having jurisdiction over the exercise of the rights hereunder.

         11.6     No Waiver
                  ---------

         A waiver, express or implied, by either party of any right under this
         Agreement or of any failure to perform or breach hereof by the other
         party shall not constitute or be deemed to be a waiver of any other
         right hereunder or of any other failure to perform or breach hereof by
         such party, whether of a similar or dissimilar nature thereto.

         11.7     Modifications
                  -------------

         No amendment of any provisions of this Agreement shall be valid unless
         the same shall be in writing and signed by both VISX and Lasersight.

         11.8     Notices
                  -------

         Any notice or report required or permitted to be given or made under
         this Agreement by VISX or Lasersight shall be in writing and delivered
         to the other party at its address indicated below (or to such other
         address as a party may specify by notice hereunder) by courier or by
         registered or certified airmail, postage prepaid, or by facsimile;
         provided, however, that all facsimile notices shall be promptly
         confirmed, in writing, by registered or certified airmail, postage
         prepaid. All notices shall be effective as of the date received by the
         addressee at the address provided for the addressee.

         If to VISX:

         VISX, Incorporated
         3400 Central Expressway
         Santa Clara, CA 95051
         Attention:  Chief Executive Officer
         Fax:  (408) 773-7201

         If to Lasersight:

         LaserSight Incorporated
         3300 University Blvd., Suite 140
         Winter Park, FL 32792
         Attention:  Chief Executive Officer
         Fax:  (407) 678-9982

         Any party may change the address of designated recipient to which
         notices, requests, demands, claims and other communications hereunder
         are to be delivered by giving the other party notice in the manner
         herein set forth.


<PAGE>



         11.9     Governing Law
                  -------------

         This Agreement shall be construed, and the legal relations between the
         parties hereto shall be determined, in accordance with the laws of the
         State of Delaware, without reference to conflicts of laws principles.

         11.10    Venue and Jury Waiver
                  ---------------------

         IN ANY LITIGATION RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE
         PARTIES AGREE NOT TO CONTEST JURISDICTION OR VENUE IF THE ACTION IS
         FILED IN THE FEDERAL OR STATE COURTS WITHIN THE STATE OF DELAWARE. THE
         PARTIES ALSO AGREE THAT IN ANY LITIGATION RELATING TO OR ARISING OUT OF
         THIS AGREEMENT IN WHICH THEY SHALL BE ADVERSE PARTIES THEY SHALL WAIVE
         THE RIGHT TO TRIAL BY JURY.

         11.10    Headings
                  --------

         The headings of sections are inserted for convenience of reference only
         and are not intended to be a part of or to affect the meaning or
         interpretation of this Agreement.

         11.11    No Coercion
                  -----------

         Lasersight acknowledges and agrees that the VISX Patents licensed under
         this Agreement are freely chosen by Lasersight and are not coerced, and
         that the methods for calculating royalties are chosen by Lasersight and
         VISX for the convenience of the parties. Nothing in this Agreement
         shall be construed as an admission by Lasersight that any VISX Patent,
         including without limitation any patent that is, on the Effective Date
         of this Agreement, or later becomes a Listed Patent, is valid or
         enforceable or is infringed by a Lasersight product.

         11.12    Severability
                  ------------

         If any term or provision of this Agreement, or the application of such
         term or provision to any Person or circumstance, is held to be illegal,
         invalid or unenforceable, then, at the option of VISX exercised by
         written notice to Lasersight (i) the remainder of this Agreement, or
         the application of such term or provision to Persons or circumstances
         other than those to which it is held illegal, invalid or unenforceable,
         shall not be affected thereby, or (ii) VISX shall have the right to
         have the parties renegotiate this Agreement, which the parties agree to
         do promptly and in good faith after such option is exercised, so as to
         place each of the parties, to the fullest extent legally possible, in
         substantially the same economic position as each of them would have
         been if such holding of illegality, invalidity or unenforceability had
         not occurred.
<PAGE>

         11.13    Injunctive Relief
                  -----------------

         The remedy at law for breach of VISX's unique rights pursuant to this
         Agreement being inadequate, Lasersight agrees that VISX shall be
         entitled, in addition to such other remedies as it may have at law or
         otherwise, to temporary and permanent injunctive relief and/or specific
         enforcement for any breach or threatened breach of this Agreement by
         Lasersight without proof of any actual damages that have been or may be
         caused to VISX by such breach. The remedy at law for breach of VISX's
         unique rights pursuant to Section 7.2 of this Agreement being
         inadequate, Lasersight agrees that VISX shall be entitled, in addition
         to such other remedies as it may have at law or otherwise, to temporary
         and permanent injunctive relief and/or specific enforcement for any
         breach or threatened breach of Section 7.2 of this Agreement by
         Lasersight without proof of any actual damages that have been or may be
         caused to VISX by such breach.

         11.4     Maximum Lawful Interest Rate
                  ----------------------------

         Notwithstanding any provision contained in this Agreement, the total
         liability of Lasersight for payment of interest pursuant to this
         Agreement shall not exceed the maximum amount of such interest
         permitted by law to be charged, collected, or received from Lasersight,
         and if any payments by Lasersight include interest in excess of such a
         maximum amount, VISX shall apply such excess to the reduction of the
         unpaid balance due pursuant to this Agreement, or if none is due, such
         excess shall be refunded to Lasersight.


         11.5     Counterparts.
                  ------------

         This Agreement and any amendments, waivers, consents or supplements
         hereto may be executed in any number of counterparts, and by different
         parties in separate counterparts, each of which when so executed and
         delivered shall be deemed an original, but all such counterparts
         together shall constitute but one and the same agreement. Each such
         agreement shall become effective upon the execution of a counterpart
         hereof or thereof by each of the parties hereto.

<PAGE>


IN WITNESS WHEREOF, each party has caused this Agreement to be executed as of
the date first written above by its duly authorized representatives.


Agreed to:                                  Agreed to:

VISX, INCORPORATED                          LASERSIGHT INCORPORATED


By:    /s/Liz Davila                        By:   /s/Michael R. Farris
      ------------------------------             -------------------------------
Name:     Liz Davila                        Name:    Mike Farris
      ------------------------------             -------------------------------
Title:    Chairman & CEO                    Title:   President/CEO
      ------------------------------             -------------------------------
Date:     5/25/01                           Date:    May 25, 2001
      ------------------------------             -------------------------------



<PAGE>

                                    EXHIBIT A


                                 Listed Patents
                        (All issued in the United States)


                                      [**]



<PAGE>



                                    EXHIBIT B

                                 EXEMPT SYSTEMS

                                      [**]




<PAGE>



                                    EXHIBIT C

                          LASERSIGHT LICENSED PRODUCTS

Lasersight Laserscan LSX




<PAGE>


                                    EXHIBIT D

                                STIPULATED ORDER
                          UNITED STATES DISTRICT COURT
                          FOR THE DISTRICT OF DELAWARE


VISX, INCORPORATED, a Delaware
corporation,

                  Plaintiff,

     v.                                          Civil Action No. 99-789-JJF
LASERSIGHT, INC., a Delaware corporation,

                   Defendant.

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


                            STIPULATION OF DISMISSAL
                            ------------------------

         IT IS HEREBY STIPULATED AND AGREED by plaintiff VISX, Incorporated and
defendant Lasersight, Inc. that the above-captioned action is dismissed without
prejudice pursuant to Rule 41(a)(1) of the Federal Rules of Civil Procedure,
with each party to bear its own costs.

YOUNG CONAWAY STARGATT & TAYLOR              MORRIS, NICHOLS, ARSHT & TUNNELL


-------------------------------              -----------------------------------
Richard H. Morse (I.D. #531)                 Mona A. Lee (#3304)
Rodney Square North                          1201 North Market Street
P.O. Box 391                                 P.O. Box 1347
Wilmington, Delaware  19801                  Wilmington, Delaware  19899
Telephone: (302) 571-6651                    Telephone: (302) 658-9200

Counsel for Plaintiff                        Counsel for Defendant


<PAGE>


                                    EXHIBIT E
                   NOTICE AND LABEL NEGATING IMPLIED LICENSES

[DESCRIBE SYSTEM] SYSTEM AND ITS USE MAY BE COVERED BY ONE OR MORE OF THE
FOLLOWING UNITED STATES PATENTS:


4,665,913             4,993,826           5,283,598
4,669,466             4,998,819           5,286,964
4,718,418             5,054,907           5,474,548
4,721,379             5,098,426           5,711,762
4,773,414             5,106,183           5,729,564
4,798,204             B1 5,108,388        5,865,832
4,885,471             5,163,934           5,966,197
4,902,123             5,170,193           6,106,513
4,903,695


THESE PATENTS COVER APPARATUS AND METHODS FOR PERFORMING OPHTHALMIC LASER
SURGERY. THE PURCHASE, LEASE, EXCHANGE, DISPOSITION OR OTHER METHOD OF
ACQUISITION, OWNERSHIP OR POSSESSION BY ANY PERSON OF THE SYSTEM, WHETHER NEW OR
USED, DOES NOT RESULT IN ANY LICENSE OR OTHER RIGHT WHATSOEVER TO SUCH PERSON,
BY IMPLICATION, ESTOPPEL OR OTHERWISE TO PERFORM REFRACTIVE OPHTHALMIC LASER
SURGERY PROCEDURES WITH THE SYSTEM IN THE UNITED STATES NOR ANY LICENSE OR OTHER
RIGHT WHATSOEVER, BY IMPLICATION, ESTOPPEL OR OTHERWISE UNDER ANY UNITED STATES
PATENTS. ANY SUCH LICENSES OR OTHER RIGHTS ARE HEREBY EXPRESSLY EXCLUDED AND
DISCLAIMED.

REFRACTIVE OPHTHALMIC LASER SURGERY PROCEDURES MAY BE PERFORMED WITH THE SYSTEM
IN THE UNITED STATES IF, AND ONLY IF, AN AGREEMENT HAS BEEN ENTERED INTO WITH
LASERSIGHT UNDER WHICH LASERSIGHT HAS GRANTED RIGHTS, CONDITIONED ON COMPLIANCE
WITH CERTAIN COVENANTS, TO PERFORM SUCH PROCEDURES WITH THE SYSTEM AND THAT
SUBLICENSE AGREEMENT IS IN EFFECT AT ALL TIMES WHEN SUCH PROCEDURES ARE BEING
PERFORMED WITH THE SYSTEM. USE OF THE SYSTEM TO PERFORM REFRACTIVE OPHTHALMIC
LASER SURGERY PROCEDURES IN THE UNITED STATES WITHOUT SUCH AN AGREEMENT IN
EFFECT MAY CONSTITUTE PATENT INFRINGEMENT.


<PAGE>


                                    EXHIBIT F

                                 USER COVENANTS


         (a)      Unless otherwise defined herein, all capitalized terms shall
                  have the meaning ascribed to them in the User Covenants.


         (b)      The term "Sublicensor" means Lasersight.


         (c)       The term "Sublicensee" means the User


         (d)      The term "User" means any Person who uses, purchases, leases,
                  or operates Licensed Product manufactured and/or conveyed,
                  directly or indirectly, by or for Lasersight.

         (e)      The term "Performing User" means a User who is an agent,
                  employee, or partner of another User ("Operator User") or
                  another authorized individual and whose use of a given
                  Licensed Product is governed by the agreement containing the
                  User Covenants signed by  the Operator User.

         (b)      The term "System" means the specific Licensed Product to be
                  used by Sublicensee to perform Licensed Procedures.


1.       Grant.   Sublicensor hereby grants to Sublicensee a non-exclusive
         -----
         sublicense to perform Licensed Procedures using the System at
         ____________________ (the "Installation Site").  The rights hereby
         granted shall be conditioned upon Sublicensee's ongoing compliance with
         the covenants contained herein and are subject to the provisions of any
         label on the System or notice given to Sublicensee.  These rights shall
         automatically terminate in the event of non-compliance with any of the
         covenants contained herein and may be terminated at any time, with or
         without cause.  Sublicensor shall be permitted to assign its rights
         hereunder without Sublicensee's consent.  The Sublicense extends only
         to Sublicensee and its Performing Users.  Sublicensee shall at all
         times keep and make available for inspection by Sublicensor a list of
         all such Performing Users.  Termination of the rights granted under
         this Section shall not terminate or release any of Sublicensee's
         accrued or other obligations hereunder, which shall survive such
         termination until discharged or satisfied in full.

<PAGE>


2.       Change of Designated Location. Sublicensee hereby covenants and agrees
         -----------------------------
         that Sublicensee shall not remove or allow any other Person to remove
         the System from the Installation Site without first giving Sublicensor
         prior written notice of the proposed removal, stating in the notice the
         new Installation Site.

3.       Notice Negating Implied Licenses.  Only the sublicense granted pursuant
         --------------------------------
         to the express terms of this User Covenants shall be of any legal force
         or effect.  No other license rights shall be created by implication,
         estoppel, Conveyance, or otherwise

4.       Prohibition On Tampering With Labels or Notices.  Sublicensee shall not
         -----------------------------------------------
         remove or otherwise tamper with any label or notice affixed to the
         System.

5.       Monitoring System or Mechanism. Sublicensee shall at all times allow
         ------------------------------
         Sublicensor to install in, or attach to, the System and modify and/or
         enhance a recording, memory or other system or mechanism, and/or
         software which monitors and measures the number Licensed Procedures
         performed with the System. Sublicensee shall not tamper in any manner
         with any such system, mechanism or software or request, allow or permit
         any other Person (e.g., a third party service provider) to do so.

6.       Record Keeping.  Sublicensee shall keep such books and records with
         --------------
         respect to its use of the System necessary to establish the number of
         Licensed Procedures performed, including, to the extent permitted by
         applicable law, a written waiver in the form prescribed by Sublicensor
         of the doctor-patient privilege.

7.       Right of Inspection. Sublicensee shall during its regular business
         -------------------
         hours and upon at least twenty-four (24) hours notice allow Sublicensor
         and its representatives, and other designated Persons, access to the
         System, any related memory or other system or mechanism and software
         contemplated in Section 5 and all output thereof, and all of
         Sublicensee's books and records maintained as required under Section 6,
         including patient records (with patient names replaced by patient
         numbers, if required under applicable law), and the right to inspect
         and audit the same for the purpose of obtaining the number and types of
         Licensed Procedures performed with the System and to monitor compliance
         by Sublicensee with the covenants used herein.

8.       Transfer of System. Sublicensee shall not Convey to any Person who
         ------------------
         intends to perform Licensed Procedures, unless prior to any such
         Conveyance Sublicensee causes such Person to enter into with
         Sublicensor an agreement containing the User Covenants in the form then
         required by Sublicensor with respect to systems identical or similar to
         the System.

9.       Right to Disable.  Upon Sublicensee's breach or default of its
         ----------------
         obligations under this Sublicense, Sublicensor shall also have the
         right to disable the System until the breach or default has been cured.