EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made  and  entered  into
effective as of March 6, 2000 (the "Effective Date"), by and between LASERSIGHT
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and L. STEPHEN
DALTON, an individual residing in the State of Texas the "Employee").

                                    RECITALS

             A.    Employee desires to be employed by the Company with a title
to be conferred immediately upon assuming the duties of the position for which
Employee is employed.

             B.    The Company desires to employ the Employee upon the terms and
conditions herein set forth.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.  Employment of the Employee.  Subject to the terms and conditions of
             --------------------------
this Agreement, the Company hereby employs the Employee, and the Employee hereby
accepts such employment and agrees to perform the services specified herein.

         2.  Duties.  The  Employee  shall hold the title of and serve as Senior
             ------
Vice President of Scientific Affairs and Chief Scientific Officer of the Company
and have authority and responsibility in accordance with policies and practices
of the Company. The Employee shall report to and be subject to the direction of
the Company's Chief Executive Officer or such person's designee. During the term
of employment hereunder, the Employee shall:

             (a)   Perform, to the best of the Employee's ability, those duties
         reasonably assigned to Employee from time to time;

             (b)   Devote  the  Employee's  full  time  and  first  priority
         business efforts to the Company's business, provided that nothing
         herein shall prohibit the Employee from spending reasonable amounts of
         time for personal affairs, including, without limitation, managing his
         personal investments; and

             (c)   Carry out Company policies and directives in a manner that
         will promote and develop the Company's best interests.

         3.  Base Salary.  In consideration of the Employee satisfying the
             -----------
Employee's obligation under this Agreement Employee will receive the following
compensation :

             (a)   during  the  period  commencing  on  March  6,  2000  and
         continuing through March 31, 2000, Employee will receive the sum of
         $6,000, which shall be paid in two equal installments in accordance
         with the Company's customary mode of salary payments for employees of
         the Company and shall be subject to the Company's standard withholdings
         for applicable taxes and benefit contributions; and

<PAGE>

             (b)   during the period  commencing April 1, 2000 and continuing
         through March 31, 2001, Employee will receive a base salary (the "Base
         Salary") which will be calculated at an annual rate of $185,000, and
         thereafter the Base Salary will be increased to an annual rate of
         $200,000. The Base Salary shall be payable in equal installments in
         accordance with the Company's customary mode of salary payments for
         employees of the Company and shall be subject to the Company's standard
         withholdings for applicable taxes and benefit contributions.

         4.  Additional  Compensation.  Employee will receive a signing bonus of
             ------------------------
$15,000. In addition, on an annual basis the Employee will be eligible to
receive a cash bonus (the "Performance Bonus") in an aggregate amount to be
determined by the Company from time to time if the Employee or the Company, as
appropriate meets all or a portion of the specific objectives (the "Performance
Objectives") which are established by the Company after consultation with the
Employee. The Company may award all or the relevant portion of the Performance
Bonus on an annual basis within 60 days after the end of the relevant year. The
payment of the Performance Bonus shall be subject to the Company's standard
withholdings for applicable taxes and benefit contributions, as applicable.

         5.  Stock  Options.  Employee  will  be  granted  options  (the  "Stock
             --------------
Options") to purchase 100,000 shares of common stock of LaserSight Incorporated
("LaserSight") on the last to occur of the following dates (such date to be
referred to as the "Approval Date"): (i) the date on which LaserSight's
Executive Compensation and Stock Option Committee approves the grant of the
Stock Options, and (ii) the date on which your employment with the Company
commences. The Stock Options shall be granted pursuant to and shall be governed
by the terms of LaserSight's 1996 Equity Incentive Plan, as amended and restated
(the "Equity Incentive Plan") and the award agreement to be delivered to
Employee pursuant to the Equity Incentive Plan. The Stock Options shall be
granted at an option price per share equal to the Fair Market Value per share
(as defined in the Equity Incentive Plan) on the Approval Date and will vest 33
1/3% on the first anniversary of the Effective Date and 33 1/3% on each of the
second and third anniversaries of the Effective Date.

         6.  Fringe Benefits.  During the term of employment hereunder, the
             ---------------
Employee shall be entitled to those fringe benefits and perquisites set forth on
Exhibit A hereto.

         7.  Expenses.  The Company shall reimburse Employee for reasonable
             --------
costs and expenses,  including,  but not limited to, expenses for travel,
lodging and meals,  incurred  in  connection  with  the  performance  of
Employee's  duties hereunder. In order for Employee to be eligible for
reimbursement Employee shall comply  with  the  Company's  relevant   policies,
procedures  and  guidelines established and implemented from time to time by the
Company.

         8.  Terms of Employment; Severance.
             ------------------------------

             (a)   The term of this Agreement  shall begin on the date hereof
         and shall continue for the three (3) year period immediately
         thereafter, unless sooner terminated as provided in this Section 8 (the
         "Initial Term"). Unless either party shall give notice of intent not to

<PAGE>

         renew this Agreement to the other party at least 60 days prior to the
         end of the Initial Term or any Renewal Term (as defined herein), the
         term of this Agreement shall, on each such anniversary date, be
         automatically extended for successor terms of one year (each a "Renewal
         Term").

             (b)   Notwithstanding the foregoing,  the Employee's  employment
         hereunder may be terminated by the Company at any time for Cause. Such
         termination shall be effective upon the Company providing written
         notice to the Employee as to the effective date of termination.

             (c)   Notwithstanding the foregoing,  the Employee's  employment
         hereunder  shall  terminate  in  the  event  of  Employee's   death  or
         Disability (as defined in Section 11).

             (d)   Notwithstanding the foregoing,  the Employee's  employment
         hereunder may be terminated by the Company at any time without Cause.
         Such termination shall be effective upon the Company providing written
         notice to the Employee as to the effective date of termination.

             (e)   Notwithstanding the foregoing,  the Employee's  employment
         hereunder may be terminated by the Employee at any time for Good Reason
         (as defined in Section 11) upon prior written notice to the Company
         specifying therein the grounds for termination and the effective date
         of termination.

             (f)   In  addition  to  all  other   rights  of  Employee   and
         obligations of the Company described herein which arise or continue
         upon termination of Employee's employment, the following shall apply:

                   (i)   Upon  termination  of the  Employee's  employment
             hereunder for any reason whatsoever, the Company shall pay to
             the Employee all salary and benefits earned through the
             effective date of termination.

                   (ii)  If  the  Employee's   employment  hereunder  is
             terminated by the Company without Cause or by the Employee for
             Good Reason, the Employee shall be entitled to receive, as
             Employee's sole remedy for such termination, the Base Salary
             through the later of the through the later of the end of the
             12 month period immediately following the effective date of
             such termination of Employee. If the Employee's employment is
             terminated by the Company without Cause, then all salary owed
             to the Employee shall be paid over the relevant period of time
             in accordance with the Company's normal payroll practices.
             Notwithstanding the foregoing, in order to be eligible for the
             payments contemplated by this Section 8(f)(ii), the Employee
             shall deliver a complete release of all claims in favor of the
             Company and in a form satisfactory to the Company.

         9.  Restriction Against Competition.
             -------------------------------
<PAGE>

             (a)   In  consideration  of  the  Compensation  to be  received
         hereunder, the Employee agrees that while he is employed by the Company
         pursuant to this Agreement, and during the two year period following
         the effective date of termination of this Agreement, for any reason,
         the Employee shall not, directly or indirectly, as a stockholder,
         partner, officer, director, agent, consultant, employee, or otherwise:

                   (i)   engage in any  business  that  competes  with the
             business of the Company ("Company" defined in Sections 9, 10
             and 11(b) herein to mean all Subsidiaries, Affiliates,
             divisions, successors, and assigns of the Company and any of
             their Subsidiaries or Affiliates) anywhere within the United
             States and such other countries that the Company is then
             conducting its business; provided, however, that the foregoing
             shall not prohibit the Employee's ownership of up to 1% of the
             outstanding shares of capital stock of any corporation whose
             securities are publicly traded on a national or regional stock
             exchange;

                   (ii)  purposefully  interfere or attempt to interfere
             with any of the Company's contracts (regardless of whether
             these contracts are in writing or verbal) or business
             relationships or advantages existing and in effect as of the
             effective date of termination of this Agreement;

                   (iii) solicit  for  employment,  either  directly or
             indirectly, for himself or for another, any of the technical
             or professional employees who are or were employed by the
             Company during the two-year period following the termination
             of this Agreement; and

                   (iv)  purposefully   interfere   with  the  business
             relationship of or solicit the business or orders of Persons
             (a) who are Company customers on the effective date of
             termination of this Agreement, or one year prior thereto, or
             (b) a prospective or potential customer of the Company, except
             that with respect to the two-year period following the
             effective date of termination of this Agreement, such
             restriction shall apply only to prospective or potential
             customers (1) to whom the Company has submitted a formal
             quotation within the one year prior to the effective date of
             termination of this Agreement, or (2) that have been
             previously listed or identified by the Company as a business
             prospect at any time during the six months preceding the
             effective date of termination.

             (b)   The  parties  agree  that  if  the  Employee  commits  or
         threatens to commit a breach of the covenants of this Section 9, the
         Company shall have the right to seek and obtain all appropriate
         injunctive and other equitable remedies therefor, in addition to any
         other rights and remedies that may be available at law, it being
         acknowledged and agreed that any such breach would cause irreparable
         injury to the parties and that money damages may not provide an
         adequate remedy therefor.

         10. Protection of Confidential Information and Trade Secrets of the
             ---------------------------------------------------------------
Company.
-------

<PAGE>

             (a)   Confidentiality. During the term of this Agreement and for
                   ---------------
         a period of five years after any termination or expiration thereof, the
         Employee agrees that the Employee will not use for the Employee or
         others or divulge or convey to others any secret or confidential
         information, knowledge or data of the Company obtained by the Employee
         during his employment with the Company. Such information, knowledge or
         data includes but is not limited to secret or confidential matters: (i)
         of a technical nature such as, but not limited to, methods, know-how,
         formulae, compositions, processes, discoveries, machines, inventions,
         intellectual property, computer programs and similar items or research
         projects; (ii) of a business nature such as, but not limited to,
         information about the cost, purchasing, profits, markets, sales or
         customers; and (iii) pertaining to future developments such as, but not
         limited to, research and development, future marketing or merchandising
         plans and future expansion plans. The term "secret or confidential
         information, knowledge or data" shall not be deemed to include
         information that is published, information that is generally known
         throughout the industry, or which generally is available to the
         industry without restriction through no fault of the Employee.

             (b)   Injunctive  Relief. The Employee agrees that the Company's
                   ------------------
         remedies at law for any breach or threat of breach by him of the
         provisions of paragraph (a) of this Section 10 will be inadequate, and
         that the Company shall be entitled to an injunction or injunctions to
         prevent breaches of the provisions of paragraph (a) of this Section 10
         and to enforce specifically the terms and provisions thereof, in
         addition to any other remedy to which the Company may be entitled at
         law or equity.

             (c)   Return  of  Documents  and  Other   Property.   Upon  the
                   --------------------------------------------
         termination of the Employee's employment with the Company, or at any
         time upon the request of the Company, the Employee shall deliver to the
         Company (i) all documents and materials containing secret or
         confidential information, knowledge or data relating to the Company's
         business and affairs, and (ii) all documents, materials and other
         property belonging to the Company, which in either case are in the
         possession or under the control of the Employee.

             (d)   Intellectual  Property Rights.  Employee  acknowledges and
                   -----------------------------
         agrees that in consideration for his employment with Company and in
         exchange for the consideration to be paid to Employee in connection
         with such employment, all creative works Employee produces in
         connection with his employment by Company which relate to Company's
         actual or demonstrably anticipated research or development, including,
         without limitation, any invention, formula, pattern, compilation,
         computer program (and related documentation and source code), device,
         method, technique, drawing, process or other intellectual property or
         property right (collectively, "Intellectual Property"), shall be
         considered to have been prepared for Company as a part of and pursuant
         to Employee's employment with Company. Employee shall disclose to
         Company the existence of such Intellectual Property when he becomes
         aware of its existence, and Employee agrees that any such Intellectual
         Property shall be owned by Company regardless of whether it would
         otherwise be considered a work made for hire. Employee agrees to
         execute any documents which Company deems necessary to protect
         Company's interest, including assignments, and further agrees to give
         evidence and testimony and take any other reasonable actions as may be
         necessary, to secure and enforce Company's rights.

<PAGE>

             Notwithstanding  anything set forth in this  Section  10(d) to
         the contrary, the parties acknowledge and agree that any Intellectual
         Property that Employee (i) has developed or was in the process of
         developing prior to the Effective Date or which he develops during the
         Term, and (ii) has not used any of Company's resources (whether
         materials, equipment, supplies, or other employees, contractors or
         consultants of Company) in connection with such development, shall be
         owned by Employee (the "Employee Intellectual Property"); provided,
         however, Employee shall promptly notify (the "Development Notice")
         Company of the existence of such Employee Intellectual Property. The
         Development Notice shall completely describe the Employee Intellectual
         Property and the applications for such Employee Intellectual Property.
         If within 30 days after Company's receipt of the Development Notice
         Company notifies Employee that Company would like to purchase or
         license the item of Employee Intellectual Property which is the subject
         of the Development Notice, then Company and Employee shall negotiate in
         good faith for the purchase or license of such item of Employee
         Intellectual Property. Employee agrees that he will not directly or
         indirectly disclose the existence of the Employee Intellectual Property
         to any third party unless Company either notifies Employee in writing
         that Company does not elect to purchase or license the Employee
         Intellectual Property or Company fails to notify Employee of its intent
         with regard to the purchase or license of the Employee Intellectual
         Property within 30 days after the date of Company's receipt of the
         Development Notice.

         11. Certain Defined Terms.  For purposes of this Agreement, the
             ---------------------
 following definitions shall apply:


             (a)   "Affiliate" shall mean with respect to any Person, (i) any
                    ---------
         Person which directly, or indirectly through one or more
         intermediaries, controls, or is controlled by, or is under common
         control with, such Person or (ii) any Person who is a director or
         Employee officer (A) of such Person, (B) of any Subsidiary of such
         Person, or (C) of any Person described in the foregoing clause (i). For
         purposes of this definition, "control" of a Person shall mean the
         power, direct or indirect, (i) to vote or direct the voting of more
         than 20% of the outstanding voting securities of such Person, or (ii)
         to direct or cause the direction of the management and policies of such
         Person, whether by contract or otherwise.

             (b)   "Cause" shall mean any of the following:
                    -----

                   (i)   The  Employee's  conviction  of  or  plea  of no
             contest to any crime involving moral turpitude, the theft or
             willful destruction of money or other property of the Company
             or his conviction of or plea of no contest to any felony
             crime;

                   (ii)  The Employee's inability to perform his
             responsibilities due to his abuse or misuse of alcohol or
             prescribed drugs or any use of illegal drugs;

                   (iii) The Employee's commission of theft, embezzlement or
             fraud against the Company;

<PAGE>
                   (iv)  The Employee has willfully damaged the Company's
             property, business reputation, or good will;

                   (v)   Unsatisfactory performance by Employee of his job or
             duties hereunder that is not cured within 10 days after Employee is
             notified of such unsatisfactory performance; or

                   (vi)  Employee's insubordination or other misconduct as
             determined by the Company in its sole and absolute discretion.

             (c)   "Change in Control" shall mean any one or more of the
                    -----------------
         following:

                   (i)   the acquisition or holding by any person,  entity
             or "group" (within the meaning of Section 13(d)(3) or 14(d)(2)
             of the Securities Exchange Act of 1934) (the "1934 Act"),
             other than by LaserSight or any employee benefit plan of
             LaserSight, or beneficial ownership (within the meaning of
             Securities and Exchange Commission ("SEC") Rule 13d-3 under
             the 1934 Act) of 25% or more of LaserSight's then outstanding
             common stock; provided, however, that no Change of Control
             shall occur solely by reason of any such acquisition by a
             corporation with respect to which, after such acquisition more
             than 60% of the then-outstanding common shares of such
             corporation are then beneficially owned, directly or
             indirectly, by the persons who were the beneficial owners of
             LaserSight's common stock immediately before such acquisition
             in substantially the same proportions as their respective
             ownership, immediately before such acquisition, of
             LaserSight's then-outstanding common stock; or

                   (ii)  individuals  who,  as  of  the  date  of  this
             Agreement constitute LaserSight's Board of Directors (the
             "Incumbent Board") cease for any reason to constitute at least
             a majority of LaserSight's Board of Directors; provided that
             any individual who becomes a director after the date of this
             Agreement whose election or nomination for election by the
             stockholders of LaserSight was approved by at least a majority
             of the Incumbent Board (other than an election or nomination
             of an individual whose initial assumption of office is in
             connection with an actual or threatened election contest (as
             such terms are used in SEC Rule 14a-11 under the 1934 Act)
             relating to the election of the directors of the Company)
             shall be deemed to be a member of the Incumbent Board; or

                   (iii) approval by the  stockholders  of LaserSight of
             (A) a merger, reorganization or consolidation ("Transaction")
             with respect to which persons who were the respective
             beneficial owners of LaserSight's common stock immediately
             before the Transaction do not, immediately thereafter,
             beneficially own, directly or indirectly, more than 60% of the
             then-outstanding common shares of the corporation resulting
             from the Transaction, (B) a liquidation or dissolution of
             LaserSight or (C) the sale or other disposition of all or
             substantially all of the assets of LaserSight.
<PAGE>

         Notwithstanding the foregoing,  a Change of Control shall not be deemed
         to have occurred if Employee is, by agreement or understanding (written
         or otherwise), a participant on his own behalf in a transaction which
         causes the Change of Control to occur.

             (d)   "Compensation" shall mean, with respect to any Person, all
                    ------------
         payments and accruals, if any, commonly considered to be compensation,
         including, without limitation, all wages, salary, deferred payment
         arrangements, bonus payments and accruals, profit sharing arrangements,
         payments in respect of equity options or phantom equity options or
         similar arrangements, equity appreciation rights or similar rights,
         incentive payments, pension or employment benefit contributions or
         similar payments, made to or accrued for the account of such Person or
         otherwise for the direct or indirect benefit of such Person, plus auto
         benefits provided to such Person, if any.

             (e)   "Disability"  shall  mean the  inability,  by  reason  of
                    ----------
         illness or other incapacity, of the Employee substantially to perform
         the duties of his then regular employment with the Company, which
         inability is reasonably determined by the Company and continues for at
         least 90 consecutive days, or for shorter periods aggregating 120 days
         during any consecutive twelve-month period.

             (f)   "Good Reason" shall mean:
                    -----------

                   (i)   any material breach or default by the Company (and
             failure to cure within any applicable grace or cure period) of any
             material obligation of this Agreement;

                   (ii)  any  material   change  in  the  duties  to  be
             performed or titles to be held by the Employee pursuant hereto
             either (A) within the twelve (12) month period immediately
             after a Change in Control, or (B) without the Employee's prior
             written consent, which consent may be withheld for any reason
             or for no reason;

                   (iii) any change in the  metropolitan  area where the
             Employee is required to perform the duties set forth herein
             which occurs either (A) within the twelve (12) month period
             immediately after a Change in Control, or (B) without the
             Employee's consent; which consent may be withheld for any
             reason or for no reason; or

                   (iv)  any material  reduction in the Employee's  salary,
             benefits, bonuses or other Compensation pursuant to this
             Agreement, unless similar reductions are also made to the
             salary, benefits, bonuses or other compensation, as
             applicable, payable to other executive officers of the Company
             and such reductions are made for justifiable business reasons.

             (g)   "Person"  shall  mean  an  individual  or a  corporation,
         association, partnership, joint venture, organization, business,
         individual, trust, or any other entity or organization, including a
         government or any subdivision or agency thereof.

<PAGE>

             (h)   "Subsidiary"  shall mean as to any Person a  corporation,
         partnership or other entity of which 25% or more of the outstanding
         shares of voting stock or other equity ownership are at the time owned,
         directly or indirectly through one or more intermediaries, or both, by
         such Person and shall include any such entity which becomes a
         Subsidiary of such Person after the date hereof. Consolidated
         Subsidiary shall mean any Subsidiary of which 51% or more of the
         outstanding shares or voting stock or other equity ownership are at the
         time owned, directly or indirectly through one or more intermediaries,
         or both, by such Person and shall include any such entity which becomes
         a Subsidiary of such Person after the date hereof.

         12. Payments.  Except as  specifically  provided  herein,  all amounts
             --------
payable pursuant to this Agreement shall be paid without reduction regardless of
any amounts of salary, compensation or other amounts which may be paid or
payable to the Employee from any source or which the Employee could have
obtained upon seeking other employment; provided that the Company shall be
permitted to make all payments pursuant to this Agreement net of any legally
required tax withholdings.

         13. Expenses.  In the event of any litigation between the parties
             --------
relating to this Agreement and their rights hereunder, the prevailing party
shall be entitled to recover all litigation costs and reasonable attorneys' fees
and expenses from the non-prevailing party.

         14. Entire Agreement.  This Agreement comprises the entire agreement
             ----------------
between the parties hereto andas of the date of this contract, supersedes,
cancels and annuls any and all prior agreements between the parties hereto with
respect to the Employee's employment by the Company.

         15. Severability.  If all or any part of this Agreement is declared by
             ------------
any court or governmental authority to be unlawful or invalid, such unlawfulness
or invalidity shall not serve to invalidate any portion of this Agreement not
declared to be unlawful or invalid. Any portion so declared to be unlawful or
invalid shall, if possible, be construed in a manner that will give effect to
the terms of such portion to the fullest extent possible while remaining lawful
and valid.

         16. Successors and Assigns.  This Agreement shall be binding upon, and
             ----------------------
inure to the benefit of the parties hereto and their respective heirs,
successors, assigns and personal representatives. The Company may assign this
Agreement to any successor or assignee to its business without the written
consent of the Employee. The Employee may not assign, pledge, or encumber his
interest in this Agreement, or any part thereof, without the written consent of
the Company.

         17. Notices.   Any  notice  required  or  permitted  pursuant  to  the
             -------
provisions of this Agreement shall be deemed to have been properly given if in
writing and when received by certified or registered United States mail, postage
prepaid, by overnight courier, telecopy or when personally delivered, addressed
as follows:

<PAGE>


                  If to the Company:

                           LaserSight Technologies, Inc.
                           3300 University Boulevard
                           Suite 140
                           Winter Park, Florida  32792
                           Attn:  President
                           Fax No.:  (407) 668-9982

                  If to the Employee:

                           L. Stephen Dalton
                           1640 Oviedo Grove Circle
                           Oviedo, Florida  32767

Each party shall be  entitled to specify a different  address for the receipt of
subsequent notices by giving written notice thereof to the other party in
accordance with this Section. Telecopy notices must be followed up with the
original by certified mail, postmarked within one business day of the date of
the telecopy.

         18. Amendments  and Waivers.  Any  provision of this  Agreement may be
             -----------------------
amended or waived only with the prior written consent of the Company and the
Employee. No failure or delay on the part of either party to this Agreement in
the exercise of any power or right, and no course of dealing between the parties
hereto, shall operate as a waiver of such power or right, nor shall any single
or partial exercise of any power or right preclude any further or other exercise
thereof or the exercise of any other power or right. The remedies provided for
herein are cumulative and not exclusive of any remedies which may be available
to either party at law or in equity. Any waiver of any provision of this
Agreement, and any consent to any departure by either party from the terms of
any provision hereof, shall be effective only in the specific instance and for
the specific purpose for which given. Nothing contained in this Agreement and no
action or waiver by any party hereto shall be construed to permit any violation
of any other provision of this Agreement or any other document or operate as a
waiver by such party of any of his or its rights under any other provision of
this Agreement or any other document.

         19. Controlling  Law. This Agreement  shall be construed in accordance
             ----------------
with the laws of the State of Florida, except for its choice of law provisions.
The parties do hereby irrevocably submit themselves to the personal jurisdiction
of the United States Federal Court for the Middle District of Florida and do
hereby irrevocably agree to service of such Court's process on them.

         20. Headings.  Section headings herein are for convenience only and
shall not affect the meaning or interpretation of the contents hereof.


         21. Counterparts.  This Agreement may be executed in counterparts, each
             ------------
of which is deemed to be an original and all of which taken together constitute
one and the same agreement.


<PAGE>


        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
on its behalf by a duly authorized officer and the Employee has executed this
Agreement, all as of the first day and year written above.

                                   LASERSIGHT TECHNOLOGIES, INC.

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

                                   "EMPLOYEE"

                                     /s/L. Stephen Dalton
                                   ---------------------------------------------
                                   L. Stephen Dalton