CONFIDENTIAL TREATMENT REQUESTED

                      MANUFACTURING AND MARKETING AGREEMENT
                      -------------------------------------

         This  Manufacturing and Marketing  Agreement is dated May 14, 1999 (the
"Effective Date") between Becton Dickinson Ophthalmic Systems, a division of
Becton, Dickinson and Company, a New Jersey corporation ("BD") and LASERSIGHT
TECHNOLOGIES, INC., a Delaware corporation ("LASERSIGHT").

                                    RECITALS

                  A. BD and  LASERSIGHT  desire to work  together to enhance the
development and sale of microkeratome products and refractive surgery
accessories which are to be branded and sold utilizing the names of both BD and
LASERSIGHT.

                  B.  BD is  engaged  in  the  business  of  and  possesses  the
expertise to perform the manufacturing, processing and packaging of ophthalmic
and other specialty surgical products including without limitation,
microkeratome blades.

                  C. BD and  LASERSIGHT  desire  to enter  into  this  Agreement
providing for BD to manufacture, on behalf of LASERSIGHT, those products
described on Exhibit A (the "Products") pursuant to the specifications described
on Exhibit B (the "Specifications") and certain other refractive surgery
accessories to be identified by BD and LASERSIGHT.


                                    ARTICLE I
                             OBLIGATIONS OF PARTIES
                             ----------------------

         1.1 Nature of LASERSIGHT's  Obligations.  LASERSIGHT  agrees during the
term of this Agreement to purchase from BD at least that number of the Products
set forth on Exhibit C (the "Purchase Minimum"), all pursuant to the terms of
this Agreement.

         1.2 Nature of BD's Obligations.  BD agrees that during the term of this
Agreement BD will:

                  1.2.1   Manufacture   the  Products  in  accordance  with  the
                          Specifications;

                  1.2.2   Manufacture   and  supply  the  Purchase   Minimum  in
                          accordance with purchase orders submitted by
                          LASERSIGHT;

                  1.2.3   Maintain quality systems in compliance with ISO
                          9002, CE and FDA/GMP requirements, as applicable;

                  1.2.4   Participate   with   LASERSIGHT   quality   assurance
                          employees in periodic quality and regulatory reviews
                          to determine if enhancements to the Specifications
                          are necessary, and if so to adopt such enhanced
                          specifications in BD's manufacturing process; as are
                          jointly agreed to by the parties in writing.


** CONFIDENTIAL  TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. THE
   REDACTED  MATERIAL  HAS BEEN  INDICATED  WITH A  DOUBLE  ASTERISK  AND  FILED
   SEPARATELY WITH THE COMMISSION.

<PAGE>

         1.3  BD  Product  Warranty.  BD  warrants  that  Products  manufactured
pursuant to this Agreement shall meet the Specifications and be free from
defects in material and workmanship. The foregoing warranty shall not extend to
any Products which have been subject to accident or abuse or which are not used,
operated or maintained in the manner prescribed in the Products' instructions or
with respect to which unauthorized repair or alteration has taken place. Subject
to the foregoing and during the term of this warranty, BD shall replace
defective Products or parts thereof without charge within 30 days following
receipt of such defective Products by BD. BD shall bear all shipping costs for
the return of defective Products to BD and of shipping replacement Products to
LASERSIGHT or LASERSIGHT's customers, as applicable. BD shall have the right to
designate the carrier for the return of defective Products. BD makes no other
warranties either express or implied concerning the Products.

         1.4 Other Manufacturing Activities.  During the term of this Agreement,
without LASERSIGHT'S prior written consent, which shall not be unreasonably
withheld, BD agrees not to manufacture any other products or items which are the
same as or substantially similar to the Products.

         1.5 CE Mark of BD.  During  the term of this  Agreement,  to the extent
permitted by applicable laws and regulations, BD will allow LASERSIGHT to
utilize BD's CE Mark in connection with the sale of the Products. BD and
LASERSIGHT will take all actions reasonably necessary to allow the Products to
be sold under BD's CE Mark.

         1.6 Joint Activities of the Parties. The parties agree to undertake the
following activities:

                  1.6.1   Develop the branding under which the Products will be
                          sold, such branding to incorporate the names of BD
                          and LASERSIGHT. The parties will execute such
                          licensing agreements as may be reasonably necessary
                          to authorize such joint branding.

                  1.6.2   Develop and market a "kit" of instruments and supplies
                          (the "LASIK  Kit") to be utilized in  connection  with
                          the performance of laser in situ keratomileusis
                          ("LASIK") which will include the Products,  other
                          supplies  and  products  manufactured  by BD and
                          supplies and products from other manufactures
                          mutually agreed to by the parties. The parties
                          acknowledge that BD has certain existing customer
                          agreements that are in effect as of the date of this
                          Agreement  and which may not allow BD to comply with
                          the terms of this Section 1.6.2,  therefore these
                          existing customer  agreements will not be deemed a
                          violation of the terms of this Section  1.6.2
                          provided  that at the time such agreements are renewed
                          such agreements will be made to comply with
                          the terms of this Section 1.6.2.

                  1.6.3   LASERSIGHT  and BD will work  together  to market and
                          sell Products and LASIK Kits to entities that operate
                          refractive clinics/centers.

                  1.6.4   Initially   all   Products   will  be  sold   through
                          LASERSIGHT'S distribution channels. LASERSIGHT and BD
                          will work together to determine the most effective
                          method for distributing the Products. If LASERSIGHT

<PAGE>

                          desires to market and sell Products directly or
                          through BD's distribution channels, BD and LASERSIGHT
                          will enter into a mutually acceptable agreement
                          addressing pricing, commission and such other terms
                          deemed necessary by either party.

                  1.6.5   Within 90 days after the date of this Agreement,  and
                          then periodically thereafter, BD and LASERSIGHT will
                          meet to discuss joint marketing and sales efforts for
                          the Products and other products manufactured by
                          LASERSIGHT both domestically and internationally. In
                          addition, BD agrees to use commercially reasonable
                          efforts to assist LASERSIGHT in marketing the
                          Products by making available data that may be used to
                          demonstrate product superiority.

                  1.6.6   If during the term of this  Agreement BD develops new
                          technology or enhances existing technology in the
                          refractive surgery field, then such new technology or
                          enhancement will be marketed by the parties in
                          accordance with the terms of this Agreement.

         1.7 Term of  Agreement.  The term of this  Agreement  shall be five (5)
years from the Effective Date, unless otherwise sooner terminated as provided
herein. This Agreement may be renewed thereafter upon mutual written agreement
of the parties.


                                   ARTICLE II
                      PRICING, ORDERING, DELIVERY, PAYMENT
                      ------------------------------------

         2.1   Pricing.   The  price  per  Product  that  will  be  utilized  in
LASERSIGHT's UniShaper(TM) microkeratome is $**, the price per Product for
all other microkeratome blades is $**. These prices are based on LASERSIGHT
purchasing the Purchase Minimum. If LASERSIGHT purchases more than 200,000
Products in any twelve month period then BD and LASERSIGHT will negotiate in
good faith to reduce the per Product price for the following 12 months provided
that the prior 12 months' purchases become the new purchase minimum going
forward.

         2.2   Shipment and Delivery. All Products delivered by BD under this
Agreement shall be shipped F.O.B. Waltham, Massachusetts to LASERSIGHT's
facility in Winter Park Florida. If LASERSIGHT designates any other location for
the delivery of Products, LASERSIGHT shall bear all shipping costs and
LASERSIGHT shall designate the carrier.

         2.3   Payment. Payment shall be net 30 days upon shipment.  All
payments shall be made in United States Dollars.

<PAGE>

                                   ARTICLE III
                       BD's REPRESENTATIONS AND WARRANTIES
                       -----------------------------------

         3.1   Authority.  BD has full  power and  authority  to enter  into
this Agreement and to perform its obligations  hereunder.  None of the
obligations to be performed by BD for other persons will limit in any way BD's
performance of its obligations hereunder.

         3.2   Enforceable Obligation.  This Agreement has been duly authorized
and executed by BD and constitutes a valid and enforceable obligation of BD.

         3.3   Good Standing.  BD has been duly incorporated, and is in good
standing, under laws of New Jersey.


                                   ARTICLE IV
                   LASERSIGHT'S REPRESENTATIONS AND WARRANTIES
                   -------------------------------------------

         4.1   Authority. LASERSIGHT  has full power and authority to enter
into this Agreement and to perform its obligations hereunder. None of the
obligations to be  performed  by  LASERSIGHT  for  other  persons  will  limit
in any way LASERSIGHT's performance of its obligations hereunder.

         4.2   Enforceable Obligation. This Agreement has been duly authorized
and executed by LASERSIGHT and constitutes a valid and enforceable obligation of
LASERSIGHT.

         4.3   Good Standing. LASERSIGHT has been duly incorporated, and is in
good standing, under laws of Delaware.



                                    ARTICLE V
                           INDEMNITIES AND WARRANTIES
                           --------------------------

         5.1   BD's Indemnity. BD agrees to indemnify, defend and hold
LASERSIGHT, its officers, directors, shareholders and employees harmless against
any and all liability, loss, damages, cost or expenses (including reasonable
attorneys' fees and legal disbursements) that LASERSIGHT may incur, suffer or be
required to pay as a consequence  of a third party claim or suit brought
against LASERSIGHT or its subsidiaries,  divisions, affiliates,  officers,
directors, shareholders or employees arising out of or with respect to (i) BD's
breach of the terms of this Agreement, or (ii) defects in the manufacture of the
Products.

         5.2   LASERSIGHT'S Indemnity.  LASERSIGHT agrees to indemnify, defend
and hold BD, its officers, directors, shareholders and employees harmless
against any and all liability, loss, damages,  cost or expenses (including
reasonable attorneys' fees and legal disbursements) that BD may incur,
suffer or be required to pay as a consequence of a third party claim or suit
brought against BD or its subsidiaries, divisions, affiliates, officers,
directors, shareholders or employees  arising out of or with respect to (i)
LASERSIGHT's breach of the terms of this Agreement,  defects in products
manufactured by or for LaserSight(other than the Products), or (ii) any alleged
violation by Products of patents, trademarks or tradenames of a third  party,
or arising  from the  promotion, labeling, distribution or sale of Products.

<PAGE>

         5.3   Indemnification  Process. The obligations of the indemnifying
party under  this  Article V are  conditioned  upon (i)  written  notice  given
to the indemnifying  party of a written claim or lawsuit which is alleged to be
covered by this indemnity,  such notice to be given within 15 days after the
indemnified party has  received  written  notice  of such  claim or  lawsuit;
and (ii) full cooperation of the indemnified  party with the indemnifying  party
in any regard in the  investigation  and defense of any threatened claim or
lawsuit alleged to be covered by this indemnity.

Any indemnity  shall be void as to any claim or lawsuit for which  settlement is
made without the prior written consent of the indemnifying party; such consent
shall not be unreasonably withheld.


                                   ARTICLE VI
                                    COVENANTS
                                    ---------

         6.1   Obligations  Surviving  Termination.  Termination of this
Agreement for any reason  shall not release  either  party from any  payment or
liability which at the time of termination had already accrued to the other
party or which thereafter may accrue with respect to any error or omission prior
thereto.

         6.2   Confidentiality.  Both during and after the term of this
Agreement, each party shall maintain in confidence all proprietary
information obtained from the other party, and all information concerning the
other party, except a party may disclose:

                                    (i)     information which is available to
                           the public through no fault of the disclosing party;

                                    (ii)  information  which is  required  to be
                           disclosed or divulged by law; and

                                    (iii)  information  which the parties hereto
                           mutually agree in writing to disclose.

Upon the expiration or termination of this Agreement,  each party shall promptly
return to the other all documents and materials proprietary to it.

         6.3   Product Recalls.  If (i) any  governmental  authority  issues
a request, directive or order that Products be recalled, (ii) a court of
competent jurisdiction orders such a recall, or (iii) LASERSIGHT and
BD,  after consultation, reasonably determine that Products should be recalled
or otherwise returned, the parties agree to take all appropriate corrective
action. If such recall results from any cause or event solely attributable to
BD's negligence or breach of the terms of this Agreement,  BD shall be
responsible for all expenses of the recall.  In all other cases, LASERSIGHT
shall be  responsible for the expenses of recall.  For the purposes of this
Agreement, the expenses of recall shall include, without limitation, the
expenses associated with (i) providing notice of recall to purchasers of the
Products, (ii)  destruction  or return of the recalled or returned Products,
and (iii) LASERSIGHT's costs for the Products recalled, but not any direct and
normal recurring expenses of LASERSIGHT or BD.

<PAGE>

                                   ARTICLE VII
                                   TERMINATION
                                   -----------

         7.1   Termination  Due  to  Breach.  Either  party  may  terminate
this Agreement  by providing at least 30 days notice to the other party if such
other party is in material  breach of this Agreement  unless such other party,
within such 30 day period,  remedies such breach to the reasonable  satisfaction
of the non-defaulting party.

         7.2   Termination   Due  to  Insolvency.   If  either  party  goes
into liquidation,  has a receiver appointed for all or any portion of its
property or estate, is adjudged  bankrupt or insolvent, files a  voluntary
petition or insolvency, has a petition in bankruptcy filed against it or makes
an assignment for the benefit of its creditors, and whether any such event is
the outcome of the voluntary act of such party or otherwise, the other party,
at its option, may  terminate this Agreement immediately by providing
notice of such termination.


                                  ARTICLE VIII
                                  MISCELLANEOUS
                                  -------------

         8.1   Force  Majeure.  Neither party shall be liable to the other for
any failure to perform any  obligation  hereunder  by reasons of events  outside
the reasonable  control of such party,  including without  limitation,  acts of
God, regulations  or laws of any  government,  war, civil  commotion,
destruction or production   facilities  or  materials  by  fire,  earthquake  or
storm,  labor disturbances,  epidemic  and  general  failure  of  public
utilities  or common carriers.  The party  claiming the benefit of this Section
shall give  immediate notice to the other  party,  shall use its best  efforts
to avoid or remove such cause or causes of  non-performance,  and shall
otherwise  continue  to perform hereunder.  Either  party may  terminate  this
Agreement  upon 10 days  advance written  notice  given to the other  party,  if
the other party has invoked this Section to excuse its performance  for a
continuous  period of at least 30 days. Suspension of a party's performance for
such cause as described herein shall not affect the running of the term of this
Agreement.

         8.2   Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the state of Massachusetts, without regard
to conflict of laws principals.

         8.3   No  Partnership.  The  relationship  established  hereby  is in
all respects  a  commercial  relationship.  Nothing  herein  shall be  construed
as imposing any fiduciary  obligations  on either  party,  or as  establishing
any partnership or joint venture  between the parties,  or as rendering one
party an agent of the other.

         8.4   Assignment.  This Agreement shall not be assignable by either
party without the prior  written  consent of the other,  except that either
party may assign this  Agreement  in whole or in part,  to any  affiliate  and
that either party may assign this Agreement,  in whole or part, to the successor
(including the  surviving  company in any  acquisition,  consolidation,
reorganization  or merger) or assignee of all or substantially all of its
business.

<PAGE>

         8.5   Successors.  This Agreement  shall be binding on BD and
 LASERSIGHT and their respective successors.

         8.6   Headings.  The section  headings  contained in this  Agreement
have been inserted for  identification and reference purposes and shall not
determine the construction or interpretation of this Agreement.

         8.7   Notices.  Any notice or other  communication  required or
permitted hereunder shall be deemed given on the date delivered if delivered
personally or by facsimile  with  proper  evidence  of  transmission,  or five
(5) days after deposit in the United  States mail, by  registered  or certified
mail, postage prepaid, addressed:

         if to BD:                  Becton Dickinson Ophthalmic Systems
                                    411 Waverly Oaks Road
                                    Building 2, Suite 229
                                    Waltham, Massachusetts  02452-8405
                                    Attention:__________________
                                    Facsimile:  (781) 891-7210

         if to LASERSIGHT: LaserSight Technologies, Inc.
                                    3300 University Boulevard, Suite 140
                                    Winter Park, Florida  32792
                                    Attention: President
                                    Facsimile:  (407) 678-9982

or at such other address as any party may  designate by 10 days advance  written
notice to the other party.

         8.8   Entire Agreement.  This Agreement  constitutes the entire
agreement between the parties with reference to the subject matter hereof,
supersedes any prior  agreements  with respect to such subject matter and may
not be changed or modified orally, but only by a subsequent  instrument in
writing,  signed by the parties, which states that it is an amendment to this
Agreement.  The invalidity or  unenforceability of any term or provision of this
Agreement shall not affect the validity or enforceability of any other term or
provision.

         8.9   Waiver.  The  failure of any of the  parties  hereto to at any
time enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such  provision,  nor to in any way affect the
validity of this Agreement or any provision hereof or the right of any of the
parties hereto to thereafter  enforce each and every provision of this
Agreement. No waiver of any breach of any of the provisions of this Agreement
shall be effective  unless set forth in a written instrument  executed by the
party or parties against whom or which enforcement of such waiver is sought,
and no waiver of any such breach shall be construed or deemed to be a waiver of
any other or subsequent breach.

         8.10  Public Announcements.  This Agreement and the terms and
transactions contemplated hereby shall be kept confidential until the parties
hereto mutually agree upon the language and timing of a press release or until
such time as one such party determines, based on the advice of outside
securities counsel, that a public announcement is required by law, in which case

<PAGE>

the parties hereto shall use reasonable best efforts to agree on any public
announcements or public statements with respect thereto. If the parties are
unable to so agree, a party will not be deemed in violation of this section for
subsequent public announcements or public statements.


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  in  multiple  counterparts,  each of which shall be deemed an original
instrument but all of which together shall constitute one and the same document,
by their duly authorized representatives as of the Effective Date.

                           BECTON DICKINSON OPHTHALMIC
                           SYSTEMS, a division of:

                          BECTON, DICKINSON AND COMPANY


                          By: /s/George J. Kozlowski
                              --------------------------------------------------
                          Name:  George J. Kozlowski
                              --------------------------------------------------
                          Title  Vice President/General Manager
                              --------------------------------------------------


                          LASERSIGHT TECHNOLOGIES, INC.


                          By: /s/Michael R. Farris
                              --------------------------------------------------
                          Name:  Michael R. Farris
                              --------------------------------------------------
                          Title: Chief Executive Officer/President
                              --------------------------------------------------

<PAGE>


                      Manufacturing and Marketing Agreement
                   Becton Dickinson - LaserSight Technologies


                ADDENDUM TO MANUFACTURING AND MARKETING AGREEMENT
                -------------------------------------------------


         This addendum to the Manufacturing and Marketing  Agreement,  dated May
14, 1999, between Becton Dickinson Ophthalmic Systems ("BD") and LaserSight
Technologies, Inc. ("LASERSIGHT") is intended accommodate LaserSight's Quality
Systems Requirements under 21 CFR, Part 820 regulations and ISO9002 / EN46002
standards.  This addendum incorporates all defined terms used in The Agreement.

         It is agreed by the parties that the following  requirements be adhered
to during the term of the Agreement:

         1.1  Change Control. All changes in the Specifications, shall be
documented through BD's change control process, as well as LaserSight's change
control process,  where approval authorization  by LASERSIGHT's  management is
required by at least the following departments:  Engineering,  Quality
Assurance,  Regulatory Affairs.  All changes must be approved by LaserSight and
BD's management prior to change implementation.

         1.2  Facilities  Inspection.  BD agrees  that  during  the term of this
Agreement:

              1.2.1  LASERSIGHT  shall  have the right  during  normal  business
                     hours, and providing BD with at least twenty-four (24)
                     hours notice, to enter BD's facilities and inspect the
                     quality records and quality systems of any of the Products
                     pursuant to 21 CFR 820 regulations and ISO 9001 /
                     EN 46001 standards. Should LASERSIGHT reasonably find
                     objectionable conditions as related to these standards,
                     LASERSIGHT shall notify BD in writing and BD shall take
                     action to correct such objectionable conditions
                     within ten (10) working days of such notice. Failure to
                     take adequate actions necessary to eliminate the
                     objectionable conditions within ten (10) working days shall
                     give LASERSIGHT the right to terminate this Agreement
                     without further obligation to BD, except as provided, after
                     thirty (30) days of LaserSight's original notice to BD.

              1.2.2  In the event that BD facilities  are inspected by employees
                     of the US Food and Drug Administration as relates to the
                     Products (See Exhibit A), BD agrees to provide LASERSIGHT
                     with copies of all FDA Form 483, or other regulatory
                     notifications, received by BD resulting from such
                     inspections.
<PAGE>


         1.3  Certificate  of  Compliance.  BD will  prepare  a  certificate  of
compliance (CoC) for each lot / batch of Product manufactured for and shipped to
LASERSIGHT. A copy of said certificate shall be maintained by BD for the life of
the Product manufactured by BD. The information contained within the CoC shall
include at least the following information: (1) Production Lot / Batch No., (2)
declaration that the Product was manufactured in accordance with LASERSIGHT
specifications (see "Exhibits B(1) and B(2)"), and (3) declaration that no
changes in Product components have occurred without prior authorization by
LASERSIGHT (See Amendment Section 1.1, "Change Control"), and (4) each CoC shall
be signed and dated by BD Quality Assurance personnel. Said original of the CoC
shall be supplied with each lot / batch of product shipped to LASERSIGHT.

         IN WITNESS  WHEREOF,  the parties  have caused  this  Amendment  to the
Agreement to be executed in multiple counterparts, each of which shall be deemed
an original instrument but all of which together shall constitute one and the
same document, by the duly authorized representatives as the Effective Date.


                                   BECTON DICKINSON OPHTHALMIC
                                   SYSTEMS, a division of:

                                   BECTON DICKINSON AND COMPANY


                                   By:   /s/Mark C. Throdahl
                                        ----------------------------------------

                                   Name: Mark C. Throdahl
                                        ----------------------------------------

                                   Title: Senior Vice President
                                        ----------------------------------------


                                   LASERSIGHT TECHNOLOGIES, INC.


                                   By:   /s/Michael R. Farris
                                        ----------------------------------------

                                   Name: Mike Farris
                                        ----------------------------------------

                                   Title: Chief Executive Officer
                                        ----------------------------------------

<PAGE>


                                    EXHIBIT C
                                    ---------

                                Purchase Minimum

The following will be considered the "Purchase Minimum:"

         Except as provided  elsewhere  in this  Agreement,  during each year of
         this Agreement LASERSIGHT agrees to purchase at least an average of
         16,667 of the Products per month or a total of at least 200,000 blades
         for each such year.

         The parties  acknowledge  that (i) the actual  purchase and shipment of
         Products will be made in accordance with the terms of purchase orders
         delivered to BD from LASERSIGHT quarterly, and (ii) the volume of
         Products purchased may vary from time to time but that over the five
         year term of this Agreement LASERSIGHT commits to purchase at least
         1,000,000 units of the Products.