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


          THIS CONSENT AND AMENDMENT  NUMBER ONE TO LOAN AND SECURITY  AGREEMENT
(this  "Consent  and  Amendment")  is  entered  into as of July  28,  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 (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 formation by LaserSight of its wholly-owned Subsidiary, Photomed
        Acquisition,  Inc.,  a  Delaware  corporation  ("Photomed-A");  (ii) the
        merger of Photomed, Inc., a Pennsylvania corporation ("Photomed"),  with
        and into Photomed-A,  which  corporation  shall be the surviving entity,
        and which  merger  shall be  effected in  accordance  with the terms and
        conditions  of that certain  Agreement  and Plan of Merger,  dated as of
        July 15,  1997,  among  LaserSight,  Photomed-A,  Photomed,  Frederic B.
        Kremer,  M.D., an individual  ("Kremer"),  Linda Kremer,  an individual,
        Robert  Satalof,  Trustee for Alan Stewart  Kremer,  u/t/d  December 27,
        1991, and Robert Satalof,  Trustee for Mark Adam Kremer,  u/t/d December
        27, 1991 (the "Merger  Agreement");  (iii) the acquisition by LaserSight
        of that certain U.S.  letters  patent known as number  5,586,980,  dated
        December  24,  1996,   (together  with  related   foreign   counterparts
        pertaining to a microkeratome)  (the "Acquired  Patent") pursuant to the
        terms and conditions of that certain Patent Purchase Agreement, dated as
        of July 15, 1997,  between  LaserSight  and Kremer (the  "Kremer  Patent
        Purchase Agreement"); and (iv) the entry by LaserSight into a consulting
        arrangement  with Kremer  pursuant to the terms and  conditions  of that
        certain  Consulting  Agreement,  dated  as of  July  __,  1997,  between
        LaserSight and Kremer (the "Consulting Agreement").

     C. Borrower  also has requested  that Foothill  waive the Events of Default
        that have  occurred  prior to the date hereof as a result of  Borrower's
        failure to keep or observe  certain  financial  covenants  contained  in
        Section 7.20 of the Loan Agreement (the "Existing Events of Default").

     D. Foothill  is willing to consent  to the  Transactions,  to provide  such
        waivers,  and to amend the Loan  Agreement,  in each case, 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.

          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:

          "Kremer" means Frederic B. Kremer, M.D., an individual.

          "Kremer Patent Purchase  Agreement" means that certain Patent Purchase
Agreement, dated as of July 15, 1997, between LaserSight and Kremer, in form and
substance satisfactory to Foothill.

          "LST" means LST Laser, S.A. (Costa Rica), a corporation.

          "Photomed-A" means Photomed Acquisition, Inc., a Delaware corporation.

             b. The  defined  term  "Guarantor"  set forth in Section 1.1 of the
Loan Agreement hereby is amended in its entirety to read as follows:

          "Guarantor" means LST and Photomed-A, individually and collectively.

             c. The defined term "Guaranty" set forth in Section 1.1 of the Loan
Agreement hereby is amended in its entirety to read as follows:

          "Guaranty" means that certain General Continuing Guaranty, in form and
substance  satisfactory  to Foothill,  executed and delivered by LST in favor of
Foothill.

             d. All references to the defined term  "Guarantor" set forth in the
following  sections of the Loan  Agreement  shall be amended to read "LST":  the
definition  of  "Intercompany  Agreement"  set forth in Section 1.1 and Sections
3.1(e), (f), (g), (h), and (j).

             e. The defined term  "Permitted  Disposition"  set forth in Section
1.1 of the Loan Agreement hereby is amended in its entirety to read as follows:

          "Permitted Dispositions" means: (a) the sale of Inventory to buyers in
the ordinary course of business;  (b) the sale or other  disposition of obsolete
or substantially  worn-out Equipment in the ordinary course of business; (c) the
sale of  Technologies  if and only if this  Agreement is terminated  pursuant to
Section 3.4 and all Obligations have been fully and finally discharged;  and (d)
so long as no Default or Event of Default has  occurred and is  continuing,  the
sale by  LaserSight  of  that  certain  U.S.  letters  patent  known  as  number
5,586,980,  dated December 24, 1996, to a third Person for  consideration of not
less than  $3,000,000 and which sale shall  otherwise be on terms and conditions
satisfactory to Foothill.

             f. The defined term "Permitted Patent Acquisition  Transaction" set
forth in Section 1.1 of the Loan Agreement  hereby is amended in its entirety to
read as follows:

          "Permitted Patent  Acquisition  Transaction" means (a) the acquisition
of the patents and related rights  contemplated  under the IBM Option  Agreement
made by: (i) a joint venture including  Borrower (the "Joint Venture"),  so long
as (x) Borrower has granted to Foothill a security  interest with respect to all
of Borrower's  right,  title, and interest in and to the Joint Venture,  (y) the
Joint Venture and Technologies have executed and delivered a license  agreement,
in form and  substance  satisfactory  to  Foothill,  pursuant to which the Joint
Venture licenses to Technologies the right to use the acquired patents,  and (z)
Technologies  has granted to  Foothill a security  interest in all of its right,
title,  and interest in and to such licenses;  or (ii) LaserSight  utilizing the
proceeds of purchase money financing from a Person (that is not a Borrower or an
Affiliate thereof), so long as (x) LaserSight and Technologies have executed and
delivered a license agreement,  in form and substance  satisfactory to Foothill,
pursuant  to which  LaserSight  licenses  to  Technologies  the right to use the
acquired  patents,  (y) Technologies has granted to Foothill a security interest
in all of its right,  title,  and interest in and to such  licenses,  and (z) if
such  purchase  money  Foothill   requires  the  subordination  by  Foothill  of
Foothill's  security  interest in the acquired patents in favor of the interests
therein of such  purchase  money  Foothill  (the terms and  conditions  of which
subordination shall be reasonably satisfactory to Foothill), such purchase money
Foothill has executed and delivered a non-disturbance and attornment  agreement,
in form and  substance  satisfactory  to  Foothill,  in respect of the  licenses
granted by LaserSight to Technologies  pursuant to clause (ii)(x) above; and (b)
the acquisition of the patent and related rights  contemplated  under the Kremer
Patent Purchase Agreement;  provided,  however,  that LaserSight shall not enter
into any license agreement with any Person in respect of such patent and related
rights without the prior written consent of Foothill.

             g.  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 and Waivers.

             a. 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.

             b. Foothill  hereby agrees to waive any Default or Event of Default
that has occurred prior to the date hereof as a result of Borrower's  failure to
keep or observe certain of the financial  covenants contained in Section 7.19 of
the Loan Agreement.

          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:

             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  Photomed-A  in favor of
Foothill (the "Photomed-A Guaranty");

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

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

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

                (5) an  Amendment  to Patent  Security  Agreement in the form of
Exhibit C attached hereto;

             b.  Foothill   shall  have   received  the  original   certificates
representing  or evidencing  all of the Pledged  Shares (as defined in the Stock
Pledge  Agreement)  of  Photomed-A,  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 Photomed-A  attesting to the resolutions
of  Photomed-A's  Board of Directors  authorizing its execution,  delivery,  and
performance  of the  Photomed-A  Guaranty and the other Loan  Documents to which
Photomed-A is a party and authorizing specific officers of Photomed-A to execute
the same;

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

             e.  Foothill  shall have  received  a  certificate  of status  with
respect to Photomed-A, 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  Photomed-A  is  in  good  standing  in  such
jurisdiction;

             f. Foothill shall have received certificates of status with respect
to Photomed-A,  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 Photomed-A is in good standing in
such jurisdictions;

             g.  Photomed-A  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  or  Photomed-A,  as the case may be, as being  true and
correct,  of the Merger  Agreement,  the Kremer Patent Purchase  Agreement,  the
Consulting  Agreement,  and any other  documents or instruments  executed and/or
delivered in connection therewith,  each of which shall be in form and substance
satisfactory to Foothill;

             i. Other than with  respect to the Existing  Events of Default,  no
Material  Adverse Change in the financial  condition of Borrower or in the value
of the Collateral shall have occurred;

             j. Other than with respect to the Existing  Events of Default,  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);

             k. Other than the Existing  Events of Default,  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

             l. 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.  Condition  Subsequent  to the  Effectiveness  of this  Consent and
Amendment.  As a condition  subsequent to the  effectiveness of this Consent and
Amendment,  Borrower  shall perform or cause to be performed the following  (the
failure by Borrower to so perform or cause to be performed constituting an Event
of Default):

             a. On or before August 5, 1997,  Foothill shall have received a set
of projections as to the projected financial performance of Borrower.

          6. 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
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.

          7.  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.

          8. 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.



<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
                                           ------------------------
                                           Michael R. Farris
                                        Title: President/Chief Executive Officer
                                              ----------------------------------


                                        LASERSIGHT TECHNOLOGIES, INC.,
                                        a Delaware corporation


                                        By: /s/ Gregory L. Wilson
                                           ------------------------
                                            Gregory L. Wilson
                                        Title: Vice President
                                              ---------------------


                                        MEC HEALTH CARE, INC.,
                                        a Maryland corporation


                                        By: /s/ Gregory L. Wilson
                                           ------------------------
                                            Gregory L. Wilson
                                        Title: Vice President
                                              ---------------------


                                        LSI ACQUISITION, INC.,
                                        a New Jersey corporation


                                        By: /s/ Gregory L. Wilson
                                           ------------------------
                                           Gregory L. Wilson
                                        Title: Secretary/Treasurer
                                              ---------------------


                                        LASERSIGHT CENTERS INCORPORATED,
                                        a Delaware corporation


                                        By: /s/ Gregory L. Wilson
                                           ------------------------
                                           Gregory L. Wilson
                                        Title: Vice President
                                              ---------------------


                                        MRF, INC.,
                                        a Missouri corporation


                                        By: /s/ Gregory L. Wilson
                                           ------------------------
                                           Gregory L. Wilson
                                        Title: Secretary/Treasurer
                                              ---------------------