EXHIBIT 10.46

                  TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT


         This Technology  Development and License  Agreement  ("Agreement"),  is
made and entered into as of October 23, 1999 (the "Effective Date"), by and
between LASERSIGHT TECHNOLOGIES, INC., a Delaware corporation ("LaserSight") and
QUADRIVIUM, L.L.C., an Arizona limited liability company ("Quadrivium").

         WHEREAS,  Quadrivium is developing proprietary technology for a corneal
reshaping procedure that achieves a refractive correction utilizing low levels
of infrared energy, such procedure is commonly referred to as photothermal
keratoplasty ("PTK");

         WHEREAS,  Quadrivium  is the  owner of the  entire,  right,  title  and
interest in and to certain U.S. letters patent, foreign patents and patent
applications, as identified on Schedule A attached hereto and made a part
hereof, pertaining to PTK (collectively, the "Licensed Patents");

         WHEREAS, Quadrivium has certain know-how and confidential technical and
proprietary information directed to the Licensed Patents and PTK, as identified
on Schedule B attached hereto and made a part hereof (collectively, the "PTK
Technology");

         WHEREAS,  Quadrivium  and  LaserSight  desire  to  enter  into  certain
agreements relating to the development, enhancement and refinement of the PTK
Technology;

         WHEREAS, LaserSight desires to acquire a world-wide,  exclusive license
to exploit the PTK Technology and the Licensed Patents in the ophthalmic field
(collectively, the "Licensed Technology"), in accordance with the terms and
conditions provided herein;

         WHEREAS, Quadrivium is willing to grant such a license to LaserSight in
accordance with the terms and conditions provided herein;

         NOW,  THEREFORE,  in  consideration of the mutual promises and valuable
consideration set forth herein, the parties agree as follows:

         1. Term.  The term of this Agreement (the "Term") shall commence and be
effective as of the Effective Date and shall continue thereafter until the date
on which the last of the Licensed Patents expires, unless sooner terminated
pursuant to the terms of this Agreement.

         2. Development of the PTK Technology.

            2.1   Technical   Feasibility   Demonstration   ("Phase   I").
         Commencing on the Effective Date and continuing immediately thereafter
         for a period of 120 days (the "Phase I Determination Period"),
         Quadrivium, Edward Yavitz, M.D. ("Yavitz") and Michael Berry, Ph.D.
         ("Berry") shall continue and complete their research and development of
         the Licensed Technology which shall include, without limitation, the
         following activities:

                  (i)   the manufacture of one or more prototype PTK systems;
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                  (ii)  performing animal eye experiments (both in vitro
         and in vivo) together with pilot human eye experiments in at
         least two sets of pre-clinical studies; and

                  (iii) the  development  of  protocols  and  treatment
         algorithms to determine dose/response behavior and to optimize
         treatment parameters for correction of hyperopia and
         presbyopia.

                  At  the  conclusion  of  the  Phase  I  Determination  Period,
         LaserSight shall determine, in its sole discretion, whether the
         Licensed Technology is capable of producing a commercially viable PTK
         system. If LaserSight determines that the Licensed Technology is
         capable of producing a commercially viable PTK system, the parties
         shall proceed to Phase II (as described in Section 2.2), otherwise this
         Agreement shall terminate in accordance with Section 6. The date on
         which such determination is made by LaserSight shall be referred to
         herein as the "Phase I Determination Date." Notwithstanding the
         foregoing, LaserSight, in its sole discretion, shall have the option to
         extend the Phase I Determination Period for an additional period not to
         exceed 90 days to continue the Phase I development activities.

                  2.2 Additional Clinical Studies and Commercialization  ("Phase
         II"). Unless this Agreement is otherwise terminated in accordance with
         Section 6, commencing on the Phase I Determination Date and continuing
         thereafter until the Phase II Completion Date (as defined herein),
         LaserSight, with assistance from Quadrivium, Yavitz and Berry (which
         Quadrivium, Yavitz and Berry shall provide when reasonably requested by
         LaserSight), shall conduct clinical studies of the PTK system in
         Germany, Canada, Japan and other foreign countries that are reasonably
         designated by LaserSight after consultation with Quadrivium.

                  The  Phase II  clinical  studies  shall be  performed  for the
         purposes of (i) testing and refining the clinical protocols and
         treatment algorithms on that number of international patients that is
         established by LaserSight after consultation with Quadrivium, and (ii)
         capturing necessary post-treatment follow-up data. The Phase II
         clinical studies shall be conducted in accordance with the clinical
         protocols developed during the Phase I development activities and such
         other protocols which may be approved in writing by LaserSight.

                  Upon  the  completion  of  the  Phase  II  clinical   studies,
         LaserSight may pursue regulatory approval for selling a PTK system in
         such countries as LaserSight reasonably determines, and Quadrivium
         shall assist LaserSight in any reasonable manner necessary for
         LaserSight to receive such approval or approvals. The date on which
         LaserSight, or its designee, commences commercial shipments of the PTK
         system shall be referred to herein as the "Phase II Completion Date."
         If upon completion of the Phase II clinical studies, LaserSight
         determines, in its sole discretion, that the Licensed Technology is not
         capable of producing a commercially viable PTK system, this Agreement
         shall terminate in accordance with Section 6.
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                  It is  anticipated  that if  LaserSight  commences  commercial
         shipments of a PTK system outside of the United States, then LaserSight
         will pursue regulatory approval for a PTK system within the United
         States. When requested by LaserSight, Quadrivium shall assist in any
         reasonable manner necessary for LaserSight to receive such approval in
         the United States.

                  2.3 PTK Technology  Development Cost and Budget.  Prior to the
         expiration of the 30-day period immediately following the Effective
         Date, Quadrivium shall present to LaserSight, for LaserSight's
         approval, a detailed budget (the "Technology Development Budget") which
         itemizes the resources to be expended during the Phase I and Phase II
         clinical development activities and sets forth a timeline during which
         such resources shall be expended. No material changes shall be made to
         the Technology Development Budget without the prior written approval of
         LaserSight and Quadrivium.

                  On a monthly basis during the Phase I and Phase II development
         periods, as applicable, Quadrivium will submit a written notice to
         LaserSight (each an "Advance Notice") that sets forth an itemized list
         of expenses that will be incurred during the next month together with a
         brief description of the anticipated timing and purposes of such
         expenditures. Provided that such expenditures are reflected in the
         Technology Development Budget and the advance limits described below
         have not been exceeded, LaserSight shall pay to Quadrivium the amounts
         requested in the Advance Notice within 15 business days of LaserSight's
         receipt thereof. Quadrivium agrees to use any such payments made by
         LaserSight for the purposes described in the relevant Advance Notice.

                  Notwithstanding  anything  set forth in this  Agreement to the
         contrary, in no event shall LaserSight be required to make advances to
         Quadrivium which in the aggregate exceed (i) $300,000 for all costs and
         expenses associated with the Phase I development activities, and (ii)
         $2,000,000 for all costs and expenses associated with the Phase II
         development activities.

                  Within 30 days  after the end of each of  LaserSight's  fiscal
         quarters during the Phase I and Phase II, if applicable, development
         period, Quadrivium will provide LaserSight with an itemized statement
         (the "Technology Development Reconciliation") setting forth the total
         amounts LaserSight advanced pursuant to Advance Notices delivered
         during the prior fiscal quarter in connection with the Phase I
         development activities or Phase II development activities, as the case
         may be, and a description of how such advances were utilized, together
         with such other supporting documentation as may be reasonably requested
         by LaserSight. Unless LaserSight disputes the amount reflected in the
         Technology Development Reconciliation within 15 business days after
         LaserSight's receipt thereof, all amounts reflected shall be deemed to
         have been expended in accordance with the Technology Development
         Budget. If it is determined that Quadrivium has made expenditures not
         in accordance with the Technology Development Budget, Quadrivium shall
         be required to reimburse LaserSight for any such amounts. Any dispute
         arising in connection with any quarterly Technology Development

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         Reconciliation shall be resolved in accordance with the dispute
         resolution procedures described in Section 4(b) of this Agreement.

3.       Grant of License.

         (a)  Quadrivium hereby grants to LaserSight and its Affiliated
         Companies (as defined herein) during the Term a world-wide, exclusive
         right and license to exploit the Licensed Technology in the ophthalmic
         field. As used herein, the term Licensed Technology shall include those
         patents and patent applications listed on Schedule A, and any reissues,
         reexaminations, divisionals, continuations, and continuations-in-part
         thereof and any foreign counterparts thereof and all of the PTK
         Technology identified on Schedule B from time to time. If subsequent to
         the Effective Date, any of Quadrivium, or its members, officers, agents
         or affiliates is issued a new patent or receives a license for a new
         patent that relates to PTK Technology (other than the Licensed
         Patents), Quadrivium shall notify LaserSight in writing of such patent.
         For a period of 90 days from such notification, LaserSight shall have
         the right to notify Quadrivium in writing that it intends to add such
         patent to the list of Licensed Patents on Schedule A hereto. If
         LaserSight elects to add such patent to the list of Licensed Patents,
         the patent will be included in the license granted under this Agreement
         without any additional compensation being due. Any such added patents
         shall be deemed to be Licensed Patents for purposes of this Agreement.

         (b)  Upon the execution of this  Agreement, Quadrivium shall
         promptly disclose in writing and deliver to LaserSight all
         information it possesses relating to the Licensed Technology.

         (c)  All past, present and future discoveries,  inventions,
         technology, know-how, enhancements, improvements, modifications or
         other developments directly relating to the Licensed Technology and
         PTK, whether or not patented or patentable in any country, shall be
         promptly disclosed in writing to LaserSight by Quadrivium revising
         Schedule B and providing a copy of such schedule to LaserSight, and
         once such items are so disclosed, such items shall be deemed part of
         the Licensed Technology owned by Quadrivium and licensed by LaserSight
         under this Agreement. If LaserSight disagrees that items disclosed in
         accordance with this Section 3(c) directly relate to PTK, then such
         dispute shall be resolved in accordance with the dispute resolution
         procedures described in Section 4(b) of this Agreement.

         (d)  Quadrivium  further grants to LaserSight and any of its Affiliated
         Companies the right to sublicense the Licensed Technology to Users (as
         defined herein) under the exclusive license granted hereunder.

         For purposes of this Agreement the term  "Affiliated  Companies"  shall
         mean any person or entity controlling, controlled by or under common
         control with another 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 or
         entity, shall mean the possession, directly or indirectly, of the power
         to direct and cause the direction of the management and policies of

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         such person or entity, whether through the ownership of voting
         securities, by contract or otherwise. For purposes of this Agreement,
         the term "Users" shall mean any party which utilizes any PTK Apparatus
         (as defined herein).

4.       Consideration.

         (a)  LaserSight  Incorporated  Common Stock.  LaserSight shall issue
and deliver 200,000 shares of LaserSight Incorporated common stock, $.001 par
value per share ("Common Stock"), as follows:

                  (i)   On the  date  this  Agreement  is  signed  by  each of
         the parties hereto, LaserSight shall send its transfer agent an
         irrevocable letter of direction to issue two stock certificates each
         representing 100,000 shares of Common Stock in the name of Quadrivium.
         The certificates representing the shares of Common Stock issued in
         accordance with this Section 4(a) (collectively, the "Quadrivium
         Shares") shall be delivered to and held in escrow by LaserSight
         Incorporated. The parties acknowledge and agree that during the period
         the Quadrivium Shares, or any part thereof, are being held in escrow,
         Quadrivium is entitled to (A) exercise any and all voting and other
         consensual rights pertaining to the Quadrivium Shares or any part
         thereof, and (B) receive and retain any and all dividends and other
         distributions paid in respect of the Quadrivium Shares. The Quadrivium
         Shares shall be released from escrow upon the occurrence of the events
         described in Section 4(a)(ii) and (iii) below. The issuance of the
         Quadrivium Shares shall be contingent on and subject to LaserSight's
         receipt from Quadrivium and Yavitz and Berry, as applicable, of (A)
         stock powers duly executed by Quadrivium in blank, in form and
         substance satisfactory to LaserSight (such stock powers will be held in
         escrow by LaserSight Incorporated), (B) an Investors Certificate, the
         form of which is attached hereto as Exhibit 1, and (C) a fully executed
         Assignment of TradeMark Option Agreement whereby Quadrivium would grant
         to LaserSight an option, during the 24-month period immediately
         following the Effective Date, to acquire all right, title and interest
         in and to the trademarks "The Best Value in Sight" and "NIR Vision
         Correction", the form of which is attached hereto as Exhibit 2.


                  (ii)  If (A) on the  Phase  I  Determination  Date  LaserSight
         determines, in its sole discretion, that the Licensed Technology is
         capable of producing a commercially viable PTK system, or (B) on or
         before the Phase I Determination Date Quadrivium exercises its right to
         terminate this Agreement in accordance with Section 6.1(a), (c) or (f)
         of this Agreement (in which case this Agreement shall terminate in
         accordance with Section 6 hereof), LaserSight Incorporated, within five
         business days of such determination or notice of such termination, as
         applicable, shall release (X) 100,000 of the Quadrivium Shares to
         Quadrivium if such release was triggered by events described in Section
         4(a)(ii)(A) hereof, or (Y) all of the Quadrivium Shares if such release
         was triggered by events described in Section 4(a)(ii)(B) above.

                  Alternatively,  if (A) on the  Phase  I  Determination  Date
         LaserSight determines, in its sole discretion, that the Licensed
         Technology is not capable of producing a commercially viable PTK
         system, or (B) on or before the Phase I Determination Date LaserSight

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         exercises its right to terminate this Agreement in accordance with
         Section 6.1(a), (d) or (f) of this Agreement, this Agreement shall
         terminate in accordance with Section 6 of this Agreement, and the
         Quadrivium Shares shall be released from escrow and LaserSight
         Incorporated is hereby directed to endorse the stock powers that
         accompanied the Quadrivium Shares in order to transfer the ownership of
         the Quadrivium Shares from Quadrivium to LaserSight Incorporated.

                  (iii) Within  five  business  days  after  (A) the  Phase  II
         Completion Date, or (B) the date on which Quadrivium provides notice to
         LaserSight that Quadrivium is exercising its right to terminate this
         Agreement in accordance with Section 6.1(a), (c) or (f) (in which case
         this Agreement shall terminate in accordance with Section 6 hereof),
         LaserSight Incorporated shall release the remaining Quadrivium Shares
         to Quadrivium. If (A) upon completion of the Phase II clinical studies
         it is determined by LaserSight that the international commercialization
         of the PTK system is not viable, or (B) on or before the Phase II
         Completion Date LaserSight exercises its right to terminate this
         Agreement in accordance with Section 6.1(a), (d) or (f), this Agreement
         shall terminate in accordance with Section 6 of this Agreement, and the
         remaining Quadrivium Shares shall be released from escrow and
         LaserSight Incorporated is hereby directed to endorse the stock powers
         that accompanied the remaining Quadrivium Shares in order to transfer
         the ownership of the Quadrivium Shares from Quadrivium to LaserSight
         Incorporated.

         (b)    Royalty  Payments.  During the period  commencing  on the Phase
II Completion Date and continuing during the Term, LaserSight shall pay
Quadrivium: (i) a per procedure royalty equal to $35 (as adjusted pursuant to
this Section 4(b)) for each PTK procedure (the "Per Procedure Fee") that
substantially utilizes the PTK Technology in connection with the performance of
such procedure or is performed utilizing an infrared device (the "PTK
Apparatus") that is covered by the claims contained in the Licensed Patents and
manufactured by or for, and sold by, LaserSight; and (ii) a one time product
royalty (the "Product Royalty") in an amount equal to 10% of the sales price of
any PTK Apparatus that is sold by or on behalf of LaserSight, less bona fide
charges with respect to packaging, transportation, insurance, installation,
training, duties, commissions, taxes, discounts and allowance for returns. The
sales price shall not include the price of service contracts, replacement or
ancillary components that may be sold to LaserSight's customers from time to
time that are not themselves a PTK Apparatus. In addition, LaserSight shall not
be required to pay the Product Royalty for any PTK Apparatus that is placed in
service without any initial charge to the User. The Per Procedure Fee shall be
adjusted on the fourth anniversary of the Effective Date and every four years
thereafter to reflect the cumulative percentage increase or decrease in the
Consumer Price Index for All Urban Consumers (the "CPI-U") as published by the
Bureau of Labor Statistics or any successor thereto. Such cumulative percentage
increase or decrease in the CPI-U shall be (i) determined by using October 1999
as the base period, (ii) applied to the base amount of $35 to determine the
amount of increase or decrease, as applicable, to the Per Procedure Fee, and
(iii) added to or subtracted from, as applicable, $35.

         Notwithstanding  anything  set  forth  in  this  Section  4(b)  to  the
contrary, if LaserSight is required to pay a royalty or other fee or assessment
to any third party as a result of LaserSight or a User performing PTK procedures
(collectively, a "Third Party Royalty"), the Per Procedure Fee shall be

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decreased by the Reduction Amount (as defined herein). For purposes of this
Agreement, the "Reduction Amount" shall mean the amount resulting from
multiplying the Per Procedure Fee then in effect by a fraction (i) the numerator
of which shall be total amount of per procedure royalties (other than the Per
Procedure Fee) that LaserSight is required to pay as a result of its or a User's
performance of a PTK procedure, and (ii) the denominator of which shall be the
then current amount being charged by LaserSight to User's for each PTK procedure
that is performed using a PTK Apparatus. If LaserSight is required to pay a
Third Party Royalty which is not in the form of a per procedure fee, LaserSight
shall use it best efforts to convert the amount of such Third Party Royalty to a
per procedure fee for purposes of calculating the Reduced Amount.

         LaserSight and Quadrivium acknowledge and agree that any amount paid by
LaserSight to any Affiliated Companies shall not be considered a Third Party
Royalty.

         Any dispute,  controversy or claim arising out of this Section 4(b), or
the breach hereof, that cannot be settled through negotiation shall be settled
(i) first, by the parties trying in good faith to settle the dispute by
mediation under the Commercial Mediation Rules of the American Arbitration
Association (the "AAA") (such mediation session to be held in Winter Park,
Florida, and to commence within 15 days of the appointment of the mediator by
the AAA), and (ii) second, by binding arbitration administered by the AAA under
its Commercial Arbitration Rules (such arbitration to be held in Winter Park,
Florida, and to commence within 15 days of the appointment of a single
arbitrator by the AAA), and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.

         (c)  Terms  of  Payments.  Within  45  days  after  the  end of each of
LaserSight's fiscal quarters which commence after the Phase II Completion Date,
LaserSight will (i) provide Quadrivium with a statement setting forth the number
of PTK procedures that were performed utilizing a PTK Apparatus, and the number
of PTK Apparatus sold, during the prior fiscal quarter and cumulative for all
prior applicable periods, and (ii) deliver to Quadrivium, a LaserSight check in
the amount of the aggregate Per Procedure Fees and Product Royalties then due
with respect to the immediate prior quarter.

         LaserSight shall keep, maintain and preserve during the Term, and for a
period of one (1) year immediately thereafter (or such longer time, if
applicable, until any existing dispute regarding the Per Procedure Fee and the
Product Royalty is finally resolved, without further right of appeal), books,
accounts, records and other materials used to calculate the royalty payments
described in Section 4(b) in a manner such that the information contained in the
statements referred to in this Section 5(b)Section 4(c) may be readily
determined. Quadrivium and/or its duly authorized representatives, shall have
the right to inspect and audit the books, accounts, records and other materials
used to calculate the royalty payments described in this Section 4(c) during
reasonable business hours and upon at least five business days notice by
Quadrivium and/or its representatives.

5.       Restricted  Shares.  Quadrivium  acknowledges  and agrees that the
Quadrivium Shares (i) are authorized but  previously  unissued  Common Stock
which have not been registered  under the Securities Act of 1933, as amended
("the Act") or any state securities  laws, (ii) have been acquired for

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investment  purposes and not with a view to  distribution  or  resale,  (iii)
may not be sold or  transferred unless such shares have been  registered  under
the Act, or unless an  exemption from  registration is available,  and (iv) the
certificates  representing  such shares shall bear substantially the following
legend:

                  THE SHARES OF COMMON  STOCK  REPRESENTED  BY THIS  CERTIFICATE
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
         (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
         TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT AND SUCH
         APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
         REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
         COMPANY, REGISTRATION UNDER SUCH SECURITIES ACTS AND SUCH APPLICABLE
         STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
         TRANSFER.

The  Quadrivium  Shares  have  those  registration  rights  that are more  fully
described in that certain Registration Rights Agreement, dated as of the date
hereof, between Quadrivium and LaserSight Incorporated, the form of which is
attached hereto as Exhibit 3.

6.       Termination.

         6.1  Termination Events.  During the Term, this Agreement may be
terminated as follows:

         (a)  Either party may terminate  this Agreement upon the occurrence of
         a default or material breach of the terms hereof by the other party,
         provided that such right to terminate may not be exercised unless such
         default or breach has not been cured within 10 days after written
         notice of such default or breach has been supplied to the defaulting or
         breaching party.

         (b)  This Agreement shall terminate as of the Phase I Determination
         Date or the Phase II Completion Date if LaserSight determines, in its
         sole discretion, that the Licensed Technology is not capable of
         producing a commercially viable product.

         (c)  Provided that there is no current  dispute  relating to a
         quarterly Technology Development Reconciliation that is in the process
         of being resolved in accordance with the terms of this Agreement, this
         Agreement may be terminated by Quadrivium, if LaserSight fails to make
         any advances as contemplated by the Technology Development Budget and
         required in accordance with Section 2.3 hereof, and such failure has
         not been cured within 10 days after written notice of such failure has
         been supplied to LaserSight by Quadrivium.

         (d)  LaserSight  may  terminate  this  Agreement if any of  Quadrivium,
         Yavitz or Berry fails to assist in the Phase I or Phase II studies as
         contemplated by this Agreement.
<PAGE>

         (e)  This Agreement may be terminated at any time by mutual agreement
         of the parties.

         (f)  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 of bankruptcy, 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.

         6.2  Obligations  Upon  Termination.  Upon termination of this
Agreement neither  party  shall  have any  further  obligation  to the  other
under  this Agreement except for (i) obligations  accruing prior to the date of
termination; and  (ii)  obligations,  promises  or  covenants  in this
Agreement  which  are expressly  intended  to extend  beyond  the term of this
Agreement.  Quadrivium acknowledges  and agrees that the term of any sublicense
which has been granted by LaserSight or any of its  Affiliated  Companies to a
User shall not terminate upon  the  termination  of this  Agreement,  but
rather,  the  term of any such sublicense  shall continue in accordance with the
terms and conditions set forth in such sublicense.

         6.3  Rights to Future  Developments.  If after the  termination  of
this Agreement for any reason, Quadrivium intends to (i) grant a license
covering the Licensed Technology in the ophthalmic field to any third party, or
(ii) exploit the Licensed Technology for its own benefit, Quadrivium shall give
written notice to LaserSight of its intention to grant such license (the "Grant
Notice") or to exploit the Licensed Technology (the "Exploitation Notice"). The
Grant Notice, in addition to stating the fact that Quadrivium intends to grant
the license shall state (i) that the notice is being given as required by this
Agreement, (ii) the nature of the license to be granted, (iii) the name,
occupations and business and residence addresses of the proposed licensee, and
(iv) a brief description of the terms and conditions under which the license is
to be granted. The Exploitation Notice shall describe the manner in which
Quadrivium intends to exploit the Licensed Technology. Upon receipt of the Grant
Notice or the Exploitation Notice, LaserSight for a period of 30 days, may
exercise an option to enter into a license agreement with Quadrivium for a term
which shall expire on the date of the last to expire of the Licensed Patents and
upon the same terms and conditions as described in this Agreement. The
obligations of Quadrivium described in this Section 6.3 shall survive the
termination of this Agreement, and this Agreement shall inure to the benefit of
and be binding on any successor or assign of the Licensed Technology. Quadrivium
shall require any successor (whether direct or indirect, by reason of a
purchase, merger, consolidation, or otherwise) to the Licensed Technology to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that Quadrivium is required to perform under this Agreement.

7.       Representations and Warranties.

         (a)  Quadrivium. Quadrivium represents, warrants and covenants:

              (i)     that it is the sole and  exclusive  owner of
                      the Licensed Technology and that it has full
                      legal capacity, power and authority to (A)

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                      enter into this Agreement, (B) fully perform
                      all of its obligations hereunder, and (C)
                      grant the license concerning the Licensed
                      Technology to LaserSight;

              (ii)    that to its  knowledge  all of the  Licensed
                      Technology known to it has been or will be
                      promptly disclosed and delivered to
                      LaserSight and included in the license
                      granted hereunder;

              (iii)   that it  shall  maintain  accurate  logs and
                      records of technical information concerning
                      the Licensed Technology and any developments, enhancements
                      or refinements thereof. Upon request by LaserSight,
                      Quadrivium shall provide access to or copies
                      of such logs and records to LaserSight;

              (iv)    that  Schedule A  represents  a complete and
                      accurate list of all jurisdictions and registration
                      numbers related to such jurisdictions where those
                      patents owned by or licensed to Quadrivium that
                      pertain to PTK have been registered, and there are no
                      other jurisdictions where such patents have
                      been registered or an application for
                      registration has been made;

              (v)     that  Schedule B  represents  a complete and accurate
                      list of all PTK Technology and that Quadrivium shall
                      update Schedule B from time to time to reflect additional
                      developments, enhancements or refinements to the PTK
                      Technology.

              (vi)    it has not  previously  licensed or used the
                      Licensed Patents or any part thereof anywhere in
                      the world, and will not do so during the Term; provided
                      that nothing contained herein shall preclude Quadrivium
                      from licensing the Licensed Patents for uses other than in
                      the ophthalmic field;

              (vii)   it  has  not  licensed,  used  or  disclosed
                      (except for disclosure to those parties identified on
                      Schedule C hereto, which parties have entered into a
                      valid, binding and enforceable agreement with Quadrivium
                      not to disclose the PTK Technology to any third party or
                      use the PTK Technology for its own or any third party's
                      commercial advantage or otherwise) the PTK Technology
                      or any part thereof anywhere in the world, and will not do
                      so during the Term;

              (viii)  that to its  knowledge no part of the Licensed
                      Technology is being infringed anywhere in the world;

              (ix)    that to its  knowledge  each of the Licensed
                      Patents are valid and enforceable, and that to its
                      knowledge neither LaserSight's practice of the Licensed
                      Technology as contemplated by this Agreement nor any part

<PAGE>

                      of the Licensed Technology will infringe the rights of any
                      third parties; and

              (x)     Yavitz  and Berry  are the  owners of all of the
                      membership interests of Quadrivium that are  currently
                      issued and outstanding  and there are no outstanding
                      options, rights or commitments of any kind relating to
                      membership interests in Quadrivium.

         (b)  LaserSight. LaserSight represents, warrants and covenants:

              (i)     that  it  has  the  full  legal   power  and
                      authority to enter into this Agreement and to fully
                      perform all of its obligations hereunder; and

              (ii)    that its  performance  hereunder will comply with  all
                      applicable laws, ordinances, regulations and codes.

          8.   Maintenance of the Licensed  Patents.  Quadrivium shall be
obligated to pay all fees and costs necessary to maintain the Licensed Patents
in the United States, as applicable, for the respective full term of each
Licensed Patent. If Quadrivium is unwilling to pay all fees and costs necessary
to maintain the Licensed Patents in the United States, as applicable, LaserSight
shall have an option to pay such costs and make such payments. If LaserSight
exercises its option to make such payments Quadrivium agrees to assign to
LaserSight all of Quadrivium's right, title and interest in each such Licensed
Patent in the ophthalmic field, and LaserSight may deduct the amount of such
payments from amounts, if any, which have accrued prior to such assignment and
are payable to Quadrivium pursuant to this Agreement.

          9.    Additional Filings;  Approvals . If LaserSight (i) desires to
obtain patent protection relating to any further discoveries, inventions,
technology, know-how, enhancements, improvements, modifications or other
developments relating to the Licensed Technology in any country where such
patent protection may be granted and has not been granted as of the Effective
Date, or (ii) is required to file with any governmental or other licensing
agency any form or application related to the Licensed Technology, Quadrivium,
without additional consideration, shall provide all assistance reasonably
necessary to enable LaserSight to obtain such regulatory approval, licensing
approval or patent protection, as the case may be. The costs of obtaining all
relevant approvals or protection shall be borne solely by LaserSight.

         10.    Patent Enforcement/Defense.

              10.1 Enforcement.  Upon learning of the infringement of any of
         the Licensed Patents in the ophthalmic field by third parties, each
         party shall inform the other in writing of that fact, and shall supply
         the other with any evidence available pertaining to the infringement.
         LaserSight may, at its own discretion and at its own expense, take
         whatever steps are necessary to stop the infringement of said Licensed
         Patent in the ophthalmic field and, with respect to said Licensed
         Patent which LaserSight is enforcing, LaserSight shall have the sole
         right to recover damages and/or settlement proceeds from the resolution
         of such an infringement claim; provided, however, that notwithstanding

<PAGE>

         anything to the contrary herein that in any enforcement action brought
         by LaserSight involving its rights under this Agreement, Quadrivium and
         such other person having rights in the Licensed Patents, shall in its
         sole discretion, be entitled to enter such action as a third party and
         defend any counterclaims, cross claims or other claims in connection
         with the validity or enforcement of the Licensed Patents. If Quadrivium
         or such other party having rights in the Licensed Patents elects to
         enter such action, Quadrivium or such other party shall pay all of its
         legal costs and expenses, including attorneys' fees and costs and
         experts' fees in connection with the patent enforcement or validity
         issues. LaserSight will not compromise or settle any claim, action or
         proceeding involving the Licensed Patents, where such action would
         impact the validity or enforceability of the Licensed Patents, without
         the prior written approval of Quadrivium and such other person having
         rights in the Licensed Patents, which approval shall not be
         unreasonably withheld. This Section 10.1 shall survive expiration or
         other termination, for any reason, of this Agreement.

              10.2  Quadrivium as Party.  In the event of the  initiation of
         legal proceedings under Section 10.1, Quadrivium or Quadrivium's
         assignee of the applicable Licensed Patent, at LaserSight's request and
         at LaserSight's expense, shall agree to become a named party in such
         litigation if, in LaserSight's sole discretion and opinion, Quadrivium
         or Quadrivium's assignee's appearance in such action is necessary and
         prudent to adjudicate the disputed rights in such action. In the event
         Quadrivium or Quadrivium's assignee appears in such action pursuant to
         this Section 10.2, LaserSight shall indemnify Quadrivium and
         Quadrivium's assignee for all reasonable attorney fees paid by
         Quadrivium or Quadrivium's assignee for attorneys chosen by Quadrivium
         and Quadrivium's assignee, in its own discretion.

              10.3 Patent Defense.  Should any litigation by a third party
         against LaserSight alleging that LaserSight's or any User's practice of
         the Licensed Technology as contemplated by this Agreement or the
         manufacture, use or sale of the PTK system infringes any patent or
         rights under a patent of such third party arise, LaserSight shall
         promptly notify Quadrivium of such litigation, and LaserSight shall
         defend and/or settle such litigation at its sole cost and expense. If
         requested by LaserSight, Quadrivium shall, and Quadrivium shall cause
         its officers, members, employees and agents to, cooperate and
         participate with LaserSight in such litigation.

         11.    Confidentiality. LaserSight and Quadrivium shall not, and shall
not permit their respective officers, employees or affiliates to, make any
disclosures concerning this Agreement until such time as the parties have
mutually agreed upon the language and timing of a press release or until such
time as LaserSight determines, based on advice of counsel, that a public
announcement is required by law, in which case LaserSight may make a public
announcement.

         12.    Nondisclosure  of  Confidential  Information.  Each of
Quadrivium, Yavitz and Berry acknowledge and agree that they may have access to
LaserSight's and its affiliates' confidential business plans, patents,
copyrights, trademarks, tradenames, trade secrets, methods of operations,
performance standards, pricing policies, marketing strategies, records and other
information about LaserSight's and its affiliates' operations and business of a
confidential

<PAGE>

nature (collectively, the "Confidential Information"), and none of Quadrivium,
Yavitz or Berry shall in any manner, directly or indirectly, disclose or divulge
the Confidential Information to any other person, firm, corporation or other
third party, whether directly or indirectly, in competition with LaserSight for
any use or purpose, except as required by law or with the prior express written
authorization of LaserSight.

         The parties agree that the Confidential Information may be disclosed to
Quadrivium's directors, officers, managers, members, employees or agents who
need to know such information solely for purposes of performing Quadrivium's
obligations under this Agreement (it being agreed that such directors, officers,
managers, members, employees and agents shall be informed by Quadrivium of the
confidential nature of the Confidential Information and that by receiving such
information such parties are agreeing to be bound by the terms of this Section
12).

         13.   Independent  Contractor.  This Agreement does not in any way
create the relationship of principal and agent or employer and employee between
Quadrivium and LaserSight, and under no circumstances shall LaserSight be
considered to be the agent or employee of Quadrivium. Neither party shall act or
attempt to act, or represent itself directly or by implication, as agent or
employee of the other party or in any manner assume or create, or attempt to
assume or create, any obligation on behalf of or in the name of the other party
and will not make any representations, guarantees or warranties on behalf of, or
in the name of the other party with respect to the Licensed Technology.

         14.    Notice.  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 days
after deposit in the United States mail, by registered or certified mail,
postage prepaid, addressed:

         If to Quadrivium:

                  Quadrivium, L.L.C.
                  973 Featherstone Road
                  Suite 350
                  Rockford, Illinois 61107
                  Attention:  Edward Yavitz, M.D.
                  Facsimile:  (815) 394-4311

         If to LaserSight:

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


<PAGE>

         With a copy to:

                  The Lowenbaum Partnership, LLC
                  222 South Central Avenue
                  Suite 901
                  St. Louis, Missouri. 63105
                  Attention:  Timothy L. Elliott, Esq.
                  Facsimile:  (314) 746-4848

         15.    Waiver.  Neither  waiver by either  party of any breach or
default under this Agreement by the other party, nor the failure of either party
to exercise promptly its rights in the event of such breach or default, shall be
construed as a waiver of any subsequent breach or default or of any term,
condition or provision of this Agreement.

         16.    Attorneys  Fees.  In the event that either  party incurs costs
and fees, including attorneys' fees, in enforcing its or their rights under this
Agreement, the party substantially prevailing in any suit or action, including
any appeal, shall be entitled to recover from the other such costs and
attorneys' fees.

         17.    Severability. Each provision hereof is intended to be severable
and the invalidity or illegality of any portion of this Agreement shall not
affect the validity or legality of the remainder hereof.

         18.    Governing  Law.  The  validity,  formulation,  interpretation
and performance of this Agreement shall be governed by the laws of the State of
Florida, without giving effect to choice of law principles. The parties do
hereby irrevocably submit themselves to the personal jurisdiction of the United
States District Court for the Middle District of Florida and do hereby
irrevocably agree to service of such court's process upon them.

         19.    Entire  Agreement.  This  Agreement,  including  the schedules
and exhibits hereto, which are incorporated herein by this reference, represent
the entire agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior or contemporaneous understandings
between the parties. This Agreement may not be amended, supplemented or modified
except by a subsequent written agreement signed by both parties hereto.

         20.    Assignment.  Neither this  Agreement  nor any rights  hereunder
or interest herein may be assigned by either party without the prior specific
written consent of the other party.

         21.    Counterparts.  This  Agreement  may be  executed  in  one or
more counterparts, each of which shall be deemed an original and all of which
shall be deemed one and the same instrument.

         22.    Captions.   The  captions   contained  herein  are  intended
for convenience of reference only and shall not be used to interpret any of the
terms or provisions hereof.
<PAGE>

         23.    Additional  Documents.   The  parties  hereto  agree  to
execute, acknowledge and deliver such further documents as may be necessary or
proper to carry out the purpose and intent of this Agreement.

         24.    Availability  of  Personnel.  Quadrivium  agrees  to  make  the
services of Berry available to LaserSight and Quadrivium acknowledges and agrees
that Berry's performance of his obligations under this Agreement will not
violate the terms and conditions of that certain Consulting Agreement dated
March 17, 1997 between Quadrivium and Antropix Corporation. Berry and Yavitz
agree that they each shall take all actions reasonably necessary to assist
Quadrivium in satisfying its obligations under this Agreement.

         25.    Obligations Upon the Occurrence of a Change in Control. If prior
to the Phase I Determination Date or the Phase II Completion Date a Change of
Control (as defined herein) occurs, and after the Change of Control is effected,
LaserSight or its successor, as the case may be, shall materially breach its
obligations hereunder, and if such breach is not cured within 30 days after
written notice of such breach from Quadrivium to LaserSight or its successor, as
the case may be, then the Quadrivium Shares that have not been released from
escrow in accordance with the terms and conditions of Section 4(a), shall be
immediately delivered to Quadrivium.

                For purposes of this Agreement "Change of Control" shall mean:
(i) the acquisition by any person or entity of 80% or more of the
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 the Common Stock
immediately before such acquisition in substantially the same proportions as
their respective ownership, immediately before such acquisition, of the
then-outstanding Common Stock; or (ii) approval by the stockholders of
LaserSight Incorporated of a merger, reorganization or consolidation
("Transaction") with respect to which persons who were the respective beneficial
owners of the 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.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


QUADRIVIUM, L.L.C.                            LASERSIGHT TECHNOLOGIES, INC.



By:   /s/Edward Yavitz, M.D.                By: /S/Michael R. Farris
   -------------------------------               -------------------------------

Its:  President                             Its: Chief Executive Officer
   -------------------------------               -------------------------------


Solely for the purpose of acknowledging
their respective obligations pursuant to
Sections 2.1, 2.2, 12 and 24 of this Agreement:

 /s/Michael Berry
-------------------------------------
 Michael Berry

 /s/Edward Yavitz
-------------------------------------
 Edward Yavitz




<PAGE>


                                   SCHEDULE A
                                   ----------


                                Licensed Patents
                                ----------------

Patent/Patent Application                          Description
-------------------------                          -----------

U.S. Patent No. 5,820,624                          System for altering corneal
                                                   tissue

U.S. Patent Application No. 09/364,955             Disposable light source for
                                                   photothermal treatment of
                                                   human tissue

U.S. Patent Application No. 09/078,368             System for altering tissue
                                                   beneath an outer layer of
                                                   tissue

U.S. Patent Application (being prepared)           System for infrared molding
                                                   of the cornea


<PAGE>


                                   SCHEDULE B
                                   ----------
                                                   Last Updated on:  10/22/99
                                                                     --------
                                 PTK Technology
                                 --------------

1.       U.S. Patent No. 5,820,624.

2.       Method and apparatus disclosed in patent application titled "Disposable
         Light Source for Photothermal Treatment of Human Tissue" related to a
         non-laser infrared energy source for shrinking corneal tissue either
         under a "LASIK" flap or through deuterium-treated epithelium.

3.       All  proprietary  technical  information  included  in the  "Shaper
         Vision" Business Plan provided to LaserSight in August 1999.

<PAGE>

                                   SCHEDULE C
                                   ----------

               Parties to Which PTK Technology Has Been Disclosed


1.       Alcon received a copy of U.S. Patent No. 5,820,624.

2.       Johnson & Johnson received a copy of U.S. Patent No. 5,820,624 and
         participated in a meeting in Jacksonville, Florida.

3.       CIBAVISION received a copy of U.S. Patent No. 5,820,624 and mention of
         non-laser light source without specifics.