CONSENT AND AMENDMENT NUMBER TWO TO
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------


          THIS CONSENT AND AMENDMENT  NUMBER TWO TO LOAN AND SECURITY  AGREEMENT
(this  "Consent  and  Amendment")  is entered  into as of August  29,  1997 (but
effective only in accordance  with the terms and conditions of Section 4 of this
Consent and Amendment), by and among FOOTHILL CAPITAL CORPORATION,  a California
corporation  ("Foothill"),   LASERSIGHT  INCORPORATED,  a  Delaware  corporation
("LaserSight"),   LASERSIGHT   TECHNOLOGIES,   INC.,   a  Delaware   corporation
("Technologies"),  MEC HEALTH CARE, INC., a Maryland  corporation  ("MEC"),  LSI
ACQUISITION,   INC.,  a  New  Jersey  corporation  ("LSI"),  LASERSIGHT  CENTERS
INCORPORATED,  a Delaware  corporation  ("Centers"),  and MRF,  INC., a Missouri
corporation  ("MRF,"  together  with  LaserSight,  Technologies,  MEC,  LSI, and
Centers, individually and collectively, jointly and severally, "Borrower"), with
reference to the following facts:

          A. Foothill  and  Borrower  heretofore  have entered into that certain
             Loan and Security Agreement, dated as of March 31, 1997, as amended
             by that  certain  Consent  and  Amendment  Number  One to Loan  and
             Security  Agreement,  dated as of July 28,  1997 (as  amended,  the
             "Loan Agreement");

          B. Borrower  has  requested  that  Foothill  consent to the  following
             transactions (collectively,  the "Transactions") being contemplated
             by Borrower and to the amendment of the Loan  Agreement as required
             thereby:  (i) the sale of securities by LaserSight as  contemplated
             by that certain Securities Purchase  Agreement,  dated as of August
             29, 1997, between LaserSight and the purchasers  signatory thereto,
             which  agreement  shall be in form and  substance  satisfactory  to
             Foothill,  and (ii) the formation by LaserSight of its wholly-owned
             Subsidiary,  LaserSight Patents, Inc., a Delaware corporation,  for
             the  purpose  of   acquiring   the   patents  and  related   rights
             contemplated under the IBM Option Agreement;

          C. Borrower also has requested that Foothill amend Section 7.20 of the
             Loan  Agreement to modify  certain  financial  covenants  set forth
             therein;

          D. Foothill is willing to consent to the Transactions and to amend the
             Loan Agreement in accordance with the terms and conditions  hereof;
             and

          E. All  capitalized  terms used but not defined  herein shall have the
             meanings ascribed to them in the Loan Agreement, as amended hereby.
<PAGE>

          NOW, THEREFORE,  in consideration of the above recitals and the mutual
premises contained herein, Foothill and Borrower hereby agree as follows:

          1. Amendments to the Loan Agreement.

               a. Section 1.1 of the Loan Agreement hereby is amended to include
the following defined terms:

          "Investor  Intercreditor  Agreement" means that certain  Intercreditor
     Agreement between Foothill as the Investors, dated as of August 29, 1997.

          "Investors"  means those  Persons  identified on Schedule P-2 attached
     hereto.

          "LPI" means LaserSight Patents, Inc., a Delaware corporation.

          "Series B Certificate of Designation"  means that certain  Certificate
     of   Designations,   Preferences   and  Rights  of  Series  B   Convertible
     Participating  Preferred  Stock of  LaserSight  as filed with the  Delaware
     Secretary  of State on August 29,  1997 and as  attached  hereto as Exhibit
     S-1.

          "Series  B  Preferred  Stock"  means  the  1,600  shares  of  Series B
     Convertible  Participating  Preferred  Stock of LaserSight  acquired by the
     Investors pursuant to the Securities Purchase Agreement.

          "Securities Purchase Agreement" means that certain Securities Purchase
     Agreement,  dated as of August 29, 1997,  by and among  LaserSight  and the
     Investors.

          "Transactions"  is  defined  in  the  recitals  to  this  Consent  and
     Agreement.

          "Utilization" means, on the date of any determination thereof, the sum
     of: (a) the aggregate  outstanding  principle  balance of the Advances made
     pursuant to Section 2.1; plus (b) the  aggregate  amount of all reserves in
     Borrower's Loan Account made by Foothill;  plus (c) the aggregate amount of
     all accrued  and unpaid  Consolidated  Current  Liabilities  that  Foothill
     determines  that,  in accordance  with its past  practice,  Borrower  would
     normally have paid by such date of determination.

               b. Section 1.1 of the Loan  Agreement is hereby amended to revise
the following defined term:

          "Change of Contract"  shall be deemed to have occurred at such time as
     a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of
     the  Securities  Exchange  Act of 1934) other than an Investor  becomes the

<PAGE>

     "beneficial owner" (as defined in Rule 13d-3 under the  Securities-Exchange
     Act of 1934), directly or indirectly, of more than 20% (30% with respect to
     the initial  transferee  of an  Investor)  of the total voting power of all
     classes of stock then  outstanding of any Borrower  entitled to vote in the
     election of directors.

               c.  Section 7.11 of the Loan  Agreement  hereby is amended in its
entirety to read as follows:

          7.11  Distributions.  Make  any  distribution  or  declare  or pay any
     dividends  (in cash or other  property,  other than  capital  stock) on, or
     purchase,  acquire,  redeem, or retire any of any Borrower's capital stock,
     of any class,  whether now or  hereafter  outstanding;  provided,  however,
     that,  so long as (a) no Default or Event of Default  has  occurred  and is
     continuing  or would result  therefrom  and (b) after giving  effect to the
     payment of such dividends, the lesser of the Borrowing Base and the Maximum
     Revolving  Amount exceeds the  Utilization  by  $1,000,000,  LaserSight may
     declare and pay dividends on the Series A Preferred Stock as required under
     the Series A Certificate of  Designation;  and provided  further,  however,
     Borrower may redeem  shares of the Series B Preferred  Stock out of the net
     proceeds  received  by  Borrower  of the  sale  of  any  of  the  "Investor
     Collateral" as defined in the Investor  Intercreditor  Agreement,  provided
     that any such sale does not adversely  effect the rights of Foothill in the
     IBM License Rights pursuant to the Investor Intercreditor Agreement and the
     documents and agreements associated therewith.

               d.  Clauses  (a),  (b),  and  (c) of  Section  7.20  of the  Loan
Agreement hereby are amended in their entirety to read as follows:

          (a) Current Ratio. A ratio of  Consolidated  Current Assets divided by
     Consolidated  Current  Liabilities,  as  measured  on a fiscal  quarter-end
     basis,  of not  less  than  the  ratio  set  forth  below  for  the  period
     corresponding thereto:

          Fiscal Quarter Ended                        Ratio
          --------------------                        -----

          September 30, 1997                          1.40:1.00
          December 31, 1997                           1.30:1.00
          March 31, 1997                              1.10:1.00
          June 30, 1998                               1.30:1.00
          September 30, 1998                          1.50:1.00

          (b) Unit and Revenue  Volume.  Minimum unit sales of ophthalmic  laser
     systems and  consolidated  revenue  (after  laser  commissions)  during the
     following  periods,  as measured on a  cumulative  basis at the end of each
     fiscal quarter:
<PAGE>

          Fiscal Quarter                                Minimum Consolidated
          Ended                       Minimum Unit            Net Revenue
          -----                       ------------            -----------

          September 30, 1997                7                 $ 4,950,000
          December 31, 1997                18                 $10,750,000
          March 31, 1998                   34                 $19,000,000
          June 30, 1998                    58                 $30,000,000
          September 30, 1998               84                 $42,000,000

          (c)  Consolidated  EBITDA.  Minimum  consolidated  EBITDA  during  the
     following  periods,  as measured on a  cumulative  basis at the end of each
     fiscal quarter:

          Fiscal Quarter                       Minimum Consolidated EBITDA
          --------------                       ---------------------------

          September 30, 1997                          -$1,500,000
          December 31, 1997                           -$2,250,000
          March 31, 1998                              -$1,350,000
          June 30, 1998                                $1,000,000
          September 30, 1998                           $3,800,000

               e.  Schedule 5.8 of the Loan  Agreement  hereby is deleted in its
entirety  and the  replacement  Schedule  5.8  attached  hereto as  Exhibit A is
substituted in lieu therefor.

          2. Foothill's  Consent.  Foothill hereby consents to the Transactions,
and agrees  that the  Transactions  shall be deemed not to cause any  Default or
Event of  Default  under the Loan  Agreement,  as amended  by this  Consent  and
Amendment.

          3.  Representations  and Warranties.  Borrower  hereby  represents and
warrants to Foothill that (a) the execution,  delivery,  and performance of this
Consent and Amendment and of the Loan Agreement,  as amended by this Consent and
Amendment,  are within its corporate  powers,  have been duly  authorized by all
necessary  corporate  action,  and are not in contravention of any law, rule, or
regulation,  or any order, judgment,  decree, writ, injunction,  or award of any
arbitrator,  court, or governmental authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties  may be bound or affected,  and (b) this Consent and Amendment
and the Loan  Agreement,  as amended by this Consent and  Amendment,  constitute
Borrower's legal, valid, and binding obligation, enforceable against Borrower in
accordance with its terms.

          4.  Conditions  Precedent  to the  Effectiveness  of this  Consent and
Amendment.  The  effectiveness  of this Consent and  Amendment is subject to the
fulfillment,  to the  satisfaction  of Foothill and its counsel,  of each of the
following conditions:
<PAGE>

               a. Foothill shall have received each of the following  documents,
duly executed, and each such document shall be in full force and effect:

                    (1) a General  Continuing  Guaranty,  in form and  substance
     satisfactory  to  Foothill,  executed  and  delivered  by LPI in  favor  of
     Foothill (the "LPI Guaranty");

                    (2) a Security Agreement, in form and substance satisfactory
     to Foothill, executed and delivered by LPI and Foothill;

                    (3) a  Patent  Security  Agreement,  in form  and  substance
     satisfactory to Foothill, executed and delivered by LPI and Foothill;

                    (4) a Pledge  Amendment  in the form of  Exhibit B  attached
     hereto;

                    (5)  an  Intercreditor  Agreement,  in  form  and  substance
     satisfactory  to Foothill,  executed and  delivered  by the  Investors  and
     Foothill; and

                    (6) an  amendment  to the  Warrants,  in form and  substance
     satisfactory   to  Foothill,   executed  and   delivered  by  Foothill  and
     LaserSight.

               b.  Foothill  shall  have  received  the  original   certificates
representing  or evidencing  all of the Pledged  Shares (as defined in the Stock
Pledge Agreement) of LPI,  together with stock powers or equivalent  assignments
with respect thereto duly endorsed in blank;

               c. Foothill shall have received a certificate  from the Secretary
or other officer  acceptable to Foothill of LPI attesting to the  resolutions of
LPI's Board of Directors authorizing its execution, delivery, and performance of
the LPI  Guaranty  and the  other  Loan  Documents  to which  LPI is a party and
authorizing specific officers of LPI to execute the same;

               d.  Foothill  shall  have  received  copies  of  LPI's  Governing
Documents, as amended,  modified, or supplemented to the date hereof,  certified
by the Secretary or other officer acceptable to Foothill of LPI;

               e.  Foothill  shall have  received a  certificate  of status with
respect to LPI, dated within 30 days of the date hereof,  such certificate to be
issued by the appropriate  officer of the State of Delaware,  which  certificate
shall indicate that LPI is in good standing in such jurisdiction;
<PAGE>

               f.  Foothill  shall have  received  certificates  of status  with
respect to LPI, each dated within 30 days of the date hereof,  such certificates
to be  issued  by the  appropriate  officer  of the  jurisdictions  in which its
failure to be duly  qualified or licensed  would  constitute a Material  Adverse
Change,  which  certificates shall indicate that LPI is in good standing in such
jurisdictions;

               g. LPI shall have  executed and  delivered to Foothill such UCC-1
Financing Statements as Foothill may require;

               h.  Foothill  shall  have  received   copies,   certified  by  an
appropriate officer of LaserSight,  as being true, complete, and correct, of the
Securities  Purchase  Agreement  and any other  documents or agreement  executed
and/or  delivered in  connection  therewith,  each of which shall be in form and
substance satisfactory to Foothill;

               i.  The   Licensing   Condition   as  defined  in  the   Investor
Intercreditor  Agreement  shall  have  been  completed  to the  satisfaction  of
Foothill;

               j. No  Material  Adverse  Change in the  financial  condition  of
Borrower or in the value of the Collateral shall have occurred;

               k.  The  representations  and  warranties  in  this  Consent  and
Amendment,  the Loan Agreement as amended by this Consent and Amendment, and the
other Loan Documents  shall be true and correct in all respects on and as of the
date  hereof,  as  though  made on such date  (except  to the  extent  that such
representations and warranties relate solely to an earlier date);

               l. No Event of Default  or event  which with the giving of notice
or passage of time would  constitute an Event of Default shall have occurred and
be continuing on the date hereof,  nor shall result from the consummation of the
transactions contemplated herein; and

               m. No injunction,  writ, restraining order, or other order of any
nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated  herein  shall  have  been  issued  and  remain  in  force  by  any
governmental authority against Borrower, Foothill, or any of their Affiliates.

          5. Effect on Loan Agreement.  The Loan  Agreement,  as amended hereby,
shall be and remain in full force and effect in accordance  with its  respective
terms and hereby is ratified  and  confirmed  in all  respects.  The  execution,
delivery,  and  performance of this Consent and Amendment shall not operate as a

<PAGE>

waiver of or,  except as expressly set forth  herein,  as an  amendment,  of any
right, power, or remedy of Foothill under the Loan Agreement, as in effect prior
to the date hereof.

          6.  Further  Assurances.   Borrower  shall  execute  and  deliver  all
agreements,  documents,  and instruments,  in form and substance satisfactory to
Foothill,  and take all actions as Foothill may reasonably  request from time to
time, to perfect and maintain the perfection and priority of Foothill's security
interests  in  the   Collateral  and  to  fully   consummate  the   transactions
contemplated under this Consent and Amendment and the Loan Agreement, as amended
by this Consent and Amendment.

          7. Miscellaneous.

               a. Upon the  effectiveness  of this Consent and  Amendment,  each
reference in the Loan  Agreement  to "this  Agreement,"  "hereunder,"  "herein,"
"hereof," or words of like import referring to the Loan Agreement shall mean and
refer to the Loan Agreement as amended by this Consent and Amendment.

               b. Upon the  effectiveness  of this Consent and  Amendment,  each
reference  in  the  Loan  Documents  to  the  "Loan  Agreement,"   "thereunder,"
"therein,"  "thereof," or words of like import  referring to the Loan  Agreement
shall  mean and refer to the Loan  Agreement  as  amended  by this  Consent  and
Amendment.

               c. This Consent and Amendment  shall be governed by and construed
in accordance with the laws of the State of California.

               d. This  Consent and  Amendment  may be executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties hereto may execute this Consent and Amendment
by signing any such counterpart.


                  [Remainder of page intentionally left blank]


<PAGE>


          IN WITNESS  WHEREOF,  the parties  hereto have caused this Consent and
Amendment to be duly executed as of the date first written above.

                                       FOOTHILL CAPITAL CORPORATION,
                                       a California corporation


                                       By:  /s/ Albert R. Joseph
                                           ----------------------------

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


                                       LASERSIGHT INCORPORATED,
                                       a Delaware corporation


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

                                       Title:  President
                                             --------------------------


                                       LASERSIGHT TECHNOLOGIES, INC.,
                                       a Delaware corporation


                                       By: /s/ Gregory L. Wilson
                                          -----------------------------

                                       Title:
                                             --------------------------


                                       MEC HEALTH CARE, INC.,
                                       a Maryland corporation


                                       By: /s/ Gregory L. Wilson
                                          -----------------------------

                                       Title:     
                                             --------------------------

<PAGE>

                                       LSI ACQUISITION, INC.,
                                       a New Jersey corporation


                                       By: /s/ Gregory L. Wilson
                                          -----------------------------

                                       Title:
                                             --------------------------


                                       LASERSIGHT CENTERS INCORPORATED,
                                       a Delaware corporation


                                       By: /s/ Gregory L. Wilson
                                          -----------------------------

                                       Title:
                                             --------------------------


                                       MRF, INC.,
                                       a Missouri corporation


                                       By: /s/ Gregory L. Wilson
                                          -----------------------------

                                       Title:
                                             --------------------------