SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q
(Mark One)
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934. For the quarterly period ended March 31, 2002.

                                       or

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934. For the Transition period from
     ------------------------------ to ----------------------------------


Commission File Number:  0-19671

                             LASERSIGHT INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)


         Delaware                                        65-0273162
--------------------------                               ----------
(State of Incorporation)                      (IRS Employer Identification No.)



          3300 University Blvd., Suite 140, Winter Park, Florida 32792
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (407) 678-9900
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes   X         No
    -----         -----


         The number of shares of the registrant's common stock outstanding as of
May 14, 2002 is 26,554,168.


<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

Except for the historical information contained herein, the discussion in this
report contains forward-looking statements (within the meaning of Section 21E of
the Exchange Act) that involve risks and uncertainties. LaserSight's actual
results could differ materially from those discussed here. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in the sections entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Risk Factors and Uncertainties"
in this report and in LaserSight's Annual Report on Form 10-K for the year ended
December 31, 2001. LaserSight undertakes no obligation to update any such
factors or to publicly announce the results of any revisions to any of the
forward-looking statements contained herein to reflect any future events or
developments.

                                      INDEX
PART I.          FINANCIAL INFORMATION

                 Item 1.     Condensed Consolidated Financial Statements

                             Condensed Consolidated Balance Sheets as of
                             March 31, 2002 and December 31, 2001

                             Condensed Consolidated Statements of Operations
                             for the Three Month Periods Ended March 31, 2002
                             and 2001

                             Condensed Consolidated Statements of Cash Flows for
                             the Three Month Periods Ended March 31, 2002
                             and 2001

                             Notes to Condensed Consolidated Financial
                             Statements

                             Independent Auditors' Review Report

                 Item 2.     Management's Discussion and Analysis of Financial
                             Condition and Results of Operations

                 Item 3.     Management's Quantitative and Qualitative
                             Disclosures about Market Risk

PART II.         OTHER INFORMATION

                 Item 1.     Legal Proceedings

                 Item 2.     Changes in Securities

                 Item 3.     Defaults Upon Senior Securities

                 Item 4.     Submission of Matters to a Vote of Security Holders

                 Item 5.     Other Information

                 Item 6.     Exhibits and Reports on Form 8-K

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                       March 31,      December 31,
                                   ASSETS                                2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>                <C>
Current assets:                                                      (Unaudited)
  Cash and cash equivalents                                          $    348,900        2,762,062
  Accounts receivable - trade, net                                      7,411,541        8,100,993
  Notes receivable - current portion, net                               2,980,071        3,219,289
  Inventories                                                          11,711,244       12,005,108
  Deferred tax assets                                                      40,214           40,214
  Other current assets                                                    472,110          691,474
                                                                     ------------     ------------
                                  Total Current Assets                 22,964,080       26,819,140

Notes receivable, less current portion, net                             1,761,487        2,129,652
Property and equipment, net                                             1,091,713        1,373,494
Patents, net                                                            4,398,027        4,476,585
Other assets, net                                                       1,408,717        1,511,046
                                                                     ------------     ------------
                                                                     $ 31,624,024       36,309,917
                                                                     ============     ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable, net of unamortized discount
       of $58,209 at March 31, 2002                                  $  2,921,791               --
  Accounts payable                                                      3,901,345        3,846,906
  Accrued expenses                                                      6,309,076        5,998,835
  Accrued commissions                                                   1,619,238        1,650,299
  Deferred revenue                                                      1,644,704        1,459,592
                                                                     ------------     ------------
                             Total Current Liabilities                 16,396,154       12,955,632

Accrued expenses, less current portion                                    259,092          315,595
Deferred royalty revenue                                                4,493,000        4,600,000
Deferred income taxes                                                      40,214           40,214
Note payable, net of unamortized discount of $73,530
     at December 31, 2001                                                      --        2,926,470
Commitments and contingencies

Stockholders' equity:
Convertible preferred stock, authorized 10,000,000 shares;
     par value $.001 per share:
  Series F - 1,276,596 issued and outstanding at March 31, 2002
     and December 31, 2001                                                  1,277            1,277
Common stock - par value $.001 per share; authorized
  100,000,000 shares; 26,699,368 and 26,596,062 shares issued
  at March 31, 2002 and December 31, 2001, respectively                    26,699           26,596
Additional paid-in capital                                            102,961,233      102,918,836
Stock subscription receivable                                          (1,140,000)      (1,140,000)
Accumulated deficit                                                   (90,870,998)     (85,792,056)
Less treasury stock, at cost;  145,200 common shares at
     March 31, 2002 and December 31, 2001                                (542,647)        (542,647)
                                                                     ------------     ------------
                                                                       10,435,564       15,472,006
                                                                     ------------     ------------
                                                                     $ 31,624,024       36,309,917
                                                                     ============     ============

  See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                               March 31,
                                                                     -----------------------------
                                                                         2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
Revenues:
  Products                                                           $  1,901,205        3,998,047
  Royalties                                                                72,000          150,000
                                                                     ------------     ------------
                                                                        1,973,205        4,148,047

Cost of revenues:
  Product cost                                                          1,392,612        1,924,557
                                                                     ------------     ------------

Gross profit                                                              580,593        2,223,490

Research, development and regulatory expenses                             542,974          931,304

Other general and administrative expenses                               4,100,513        6,465,281
Selling-related expenses                                                  822,997        1,161,079
Amortization of intangibles                                               115,059          157,917
                                                                     ------------     ------------
                                                                        5,038,569        7,784,277
                                                                     ------------     ------------

Loss from operations                                                   (5,000,950)      (6,492,091)

Other income and expenses
  Interest and dividend income                                             65,949          194,383
  Interest expense                                                       (143,941)         (38,476)
  Gain on sale of patent                                                       --        3,950,836
                                                                     ------------     ------------
Loss from continuing operations before income tax
     expense                                                           (5,078,942)      (2,385,348)

Income tax expense                                                             --               --
                                                                     ------------     ------------

Loss from continuing operations                                        (5,078,942)      (2,385,348)

Discontinued operations:
  Loss from the operation of discontinued health
     care services business                                                    --          (86,916)
                                                                     ------------     ------------
Net loss                                                             $ (5,078,942)      (2,472,264)
                                                                     ============     ============

Loss per common share
  Basic and diluted:                                                 $      (0.19)           (0.11)
                                                                     ============     ============

Weighted average number of shares outstanding
  Basic and diluted:                                                   26,488,000       23,514,000
                                                                     ============     ============


See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                       4
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         2002             2001
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
Cash flows from operating activities
  Net loss                                                           $ (5,078,942)      (2,472,264)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
  Depreciation and amortization                                           464,889          573,238
  Gain on sale of patent                                                       --       (3,950,836)
  Common stock issued for services                                         42,500           60,469
  Changes in assets and liabilities:
     Accounts and notes receivable                                      1,296,835         (299,079)
     Inventories                                                          293,864         (788,307)
     Accounts payable                                                      54,439        1,112,504
     Accrued expenses                                                     222,677          (85,846)
     Deferred revenue                                                      78,112          (13,870)
     Other                                                                236,901           26,777
                                                                     ------------     ------------
Net cash used in operating activities                                  (2,388,725)      (5,837,214)

Cash flows from investing activities
  Purchases of property and equipment, net                                 (4,437)         (77,784)
  Proceeds from sale of intangible assets, net                                 --        6,365,000
                                                                     ------------     ------------
Net cash provided by (used in) investing activities                        (4,437)       6,287,216
Cash flows from financing activities
  Payments on debt financing                                              (20,000)              --
  Proceeds from exercise of stock options and ESPP                             --           10,333
  Proceeds from debt financing, net                                            --        2,628,673
                                                                     ------------     ------------
Net cash provided by (used in) financing activities                       (20,000)       2,639,006
                                                                     ------------     ------------

Increase (decrease) in cash and cash equivalents                       (2,413,162)       3,089,008

Cash and cash equivalents, beginning of period                          2,762,062        8,593,858
                                                                     ------------     ------------

Cash and cash equivalents, end of period                                $ 348,900       11,682,866
                                                                     ============     ============


See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                       5
<PAGE>

                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                Three Month Periods Ended March 31, 2002 and 2001


NOTE 1    BASIS OF PRESENTATION

          The accompanying unaudited, condensed consolidated financial
          statements of LaserSight Incorporated and subsidiaries (LaserSight) as
          of March 31, 2002, and for the three-month periods ended March 31,
          2002 and 2001 have been prepared in accordance with accounting
          principles generally accepted in the United States of America on a
          going concern basis, which contemplates the realization of assets and
          the discharge of liabilities in the normal course of business for the
          foreseeable future. The Company has suffered recurring losses from
          operations and has a significant accumulated deficit that raises
          substantial doubt about its ability to continue as a going concern.
          Management's plans in regard to these matters are also described
          below. The consolidated financial statements do not include any
          adjustments that might result from the outcome of this uncertainty.

          The Company has incurred significant losses and negative cash flows
          from operations in each of the years in the three-year period ended
          December 31, 2001 and in the three month period ended March 31, 2002
          and has an accumulated deficit of $90,870,998 at March 31, 2002. The
          substantial portion of the losses is attributable to delays in Food
          and Drug Administration (FDA) approvals for the treatment of various
          procedures on the Company's excimer laser system in the U.S. (a key
          approval for the treatment of nearsightedness with or without
          astigmatism was received in late September 2001) and the continued
          development efforts to expand clinical approvals of the Company's
          excimer laser and other products.

          The Company has significant liquidity and capital resource issues
          relative to the timing of our accounts receivable collection and the
          successful completion of new sales compared to our ongoing payment
          obligations. Management expects the Company's cash and cash equivalent
          balances and funds from operations will be sufficient to meet its
          anticipated operating cash requirements for a very limited period of
          time. As a result, management of the Company is undertaking steps as
          part of a plan to attempt to improve liquidity and operations with the
          goal of sustaining Company operations for a period of time while
          seeking to find a strategic partner or buyer. These steps include
          seeking (a) additional funds through the possible sale of certain
          Company assets or through additional investment or loans; (b) to
          control overhead and expenses; and (c) to increase sales.

          There can be no assurance the Company can successfully accomplish
          these steps. Accordingly, the Company's ability to continue as a going
          concern is uncertain and dependent upon obtaining additional equity
          capital and/or debt financing and achieving improved operational
          results and cash flows. These condensed consolidated financial
          statements do not include any adjustments to the amounts and
          classification of assets and liabilities that might be necessary
          should the Company be unable to continue in business.

          The condensed consolidated financial statements have been prepared in
          accordance with the requirements for interim financial information and
          with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.

                                       6
<PAGE>

          Accordingly, they do not include all of the information and note
          disclosures required by accounting principles generally accepted in
          the United States of America for complete financial statements. These
          condensed consolidated financial statements should be read in
          conjunction with the consolidated financial statements and notes
          thereto included in LaserSight's annual report on Form 10-K for the
          year ended December 31, 2001. In the opinion of management, the
          condensed consolidated financial statements include all adjustments
          necessary for a fair presentation of consolidated financial position
          and the results of operations and cash flows for the periods
          presented. There are no other components of comprehensive loss other
          than the Company's consolidated net loss for the three-month periods
          ended March 31, 2002 and 2001. The results of operations for the
          three-month period ended March 31, 2002 are not necessarily indicative
          of the operating results for the full year. The report of KPMG LLP,
          independent auditors, commenting upon their review accompanies the
          condensed consolidated financial statements included in Item 1 of Part
          I.

NOTE 2    PER SHARE INFORMATION

          Basic loss per common share is computed using the weighted average
          number of common shares and contingently issuable shares (to the
          extent that all necessary contingencies have been satisfied). Diluted
          loss per common share is computed using the weighted average number of
          common shares, contingently issuable shares, and common share
          equivalents outstanding during each period. Common share equivalents
          include options, warrants to purchase Common Stock, and convertible
          Preferred Stock and are included in the computation using the treasury
          stock method if they would have a dilutive effect.

NOTE 3    INVENTORIES

          Inventories, which consist primarily of excimer and erbium laser
          systems and related parts and components, are stated at the lower of
          cost or market. Cost is determined using the standard cost method,
          which approximates costs determined on the first-in first-out basis.
          The components of inventories at March 31, 2002 and December 31, 2001
          are summarized as follows:

                                               March 31, 2002  December 31, 2001
                                               --------------  -----------------
          Raw materials                          $ 7,620,378          7,699,939
          Work-in-process                             78,909             92,030
          Finished goods                           3,282,461          3,563,796
          Test equipment - clinical trials           729,496            649,343
                                                 -----------        -----------
                                                 $11,711,244         12,005,108
                                                 ===========        ===========

NOTE 4    SEGMENT INFORMATION

          The Company's continuing operations principally include refractive
          products. Refractive product operations primarily involve the
          development, manufacture and sale of ophthalmic lasers and related
          devices for use in vision correction procedures. Patent services
          involve the revenues and expenses generated from the ownership of
          certain refractive laser procedure patents. Health care services
          provided health and vision care consulting services to hospitals,
          managed care companies, and physicians, and was reflected as a
          discontinued operation as of December 31, 2001.

          Operating profit is total revenue less operating expenses. In
          determining operating profit for operating segments, the following
          items have not been considered: general corporate expenses,
          discontinued operations, non-operating income and expense and income
          tax expense. Identifiable assets by operating segment are those that

                                       7
<PAGE>

          are used by or applicable to each operating segment. General corporate
          assets consist primarily of cash and income tax accounts.

          The table below summarizes information about reported segments as of
          and for the three months ended March 31:

<TABLE>
<CAPTION>
                                                                                       Depreciation
                                       Operating      Operating                            and           Capital
                                       Revenues      Profit (Loss)        Assets       Amortization    Expenditures
                                       ---------     -------------        ------       ------------    ------------
<S>                                    <C>           <C>                  <C>          <C>             <C>
     2002
     Operating  segments:
          Refractive products        $ 1,901,205        (4,676,228)     30,927,789          400,100          4,437
          Patent services                 72,000            72,000              --               --             --
          General corporate                   --          (396,722)        696,235            1,177             --
                                     -----------        ----------      ----------          -------        -------
     Consolidated total              $ 1,973,205        (5,000,950)     31,624,024          401,277          4,437
                                     ===========        ==========      ==========          =======        =======

     2001
     Operating  segments:
          Refractive products        $ 3,998,047        (6,178,559)     38,268,413          489,541         74,168
          Patent services                150,000           150,000         150,000               --             --
          Discontinued operations             --                --       3,362,509           68,267          3,616
          General corporate                   --          (463,532)     12,167,764            2,708             --
                                     -----------        ----------      ----------          -------        -------
     Consolidated total              $ 4,148,047        (6,492,091)     53,948,686          560,516         77,784
                                     ===========        ==========      ==========          =======        =======

     Amortization of deferred financing costs and discount on note payable of
     $63,612 and $12,722 for the three months ended March 31, 2002 and 2001,
     respectively, is included as interest expense.
</TABLE>

NOTE 5    AMENDED LOAN AGREEMENT

          Effective February 15, 2002, the Company's covenants on the term note
          payable to Heller were amended to decrease the required minimum level
          of net worth to $10.0 million, establish a minimum tangible net worth
          of $4.5 million and minimum quarterly revenues during 2002. In
          addition, monthly principal payments of $10,000 began in February
          2002, increasing to $20,000 monthly in June 2002 and $30,000 monthly
          in October 2002. For the quarter ended March 31, 2002, the Company did
          not meet the covenant for quarterly revenues, putting it in default of
          that covenant as of May 15, 2002. The Company is currently unable to
          borrow under its revolving credit facility.

NOTE 6    SUBSEQUENT EVENT

          Letter of Intent and License of Patents and Technology
          ------------------------------------------------------

          On April 16, 2002, the Company announced that it had entered into a
          letter of intent and a non-exclusive license with a third party
          contemplating the sale of patents and technology related to its
          AstraMax diagnostic workstation product. On May 14, 2002, the Company
          announced the transaction had been terminated. The third party has
          alleged that the Company violated the terms of the non-exclusive
          license. The Company denies any intent to do so. Prior to the
          termination of the process, the Company received cash payments
          totaling $875,000.

                                       8
<PAGE>

                       Independent Auditors' Review Report

The Board of Directors
LaserSight Incorporated:

We have reviewed the condensed consolidated balance sheet of LaserSight
Incorporated and subsidiaries as of March 31, 2002, and the related condensed
consolidated statements of operations and cash flows for the three-month periods
ended March 31, 2002 and 2001. These condensed consolidated financial statements
are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with accounting principles generally accepted in the
United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
LaserSight Incorporated and subsidiaries as of December 31, 2001, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
March 22, 2002, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 2001, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

Our report dated March 22, 2002, on the consolidated financial statements of
LaserSight Incorporated and subsidiaries as of and for the year ended December
31, 2001, contains an explanatory paragraph that states that the Company's
recurring losses from operations and significant accumulated deficit raise
substantial doubt about the entity's ability to continue as a going concern. The
consolidated balance sheet as of December 31, 2001, does not include any
adjustments that might result from the outcome of that uncertainty.

                                  /s/ KPMG LLP

St. Louis, Missouri
May 3, 2002

                                       9
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     LaserSight is principally engaged in the manufacture and supply of narrow
beam scanning excimer laser systems, keratomes, keratome blades and other
related products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and astigmatism. Since
1994, we have marketed our laser systems commercially in over 30 countries
worldwide and currently have an installed base of approximately 400 laser
systems, including over 220 of our LaserScan LSX(TM) laser systems. In March
2000, we began commercial shipments of our LaserScan LSX laser system to
customers in the U.S.

     We have significant liquidity and capital resource issues relative to the
timing of our accounts receivable collection and the successful completion of
new sales compared to our ongoing payment obligations and our auditors have
indicated that our recurring losses from operations and net capital deficiency
raises substantial doubt about our ability to continue as a going concern. See
"Liquidity and Capital Resources" and "Risk Factors and Uncertainties--We have
experienced significant losses and operating cash flow deficits and we expect
that operating cash flow deficits will continue and, absent success in our
efforts to obtain additional funds or find a strategic partner or buyer, result
in our inability to continue operations."

RESULTS OF OPERATIONS

     The following table sets forth for the periods indicated information
derived from our statements of operations for those periods expressed as a
percentage of net sales, and the percentage change in such items from the
comparable prior year period. Any trends illustrated in the following table are
not necessarily indicative of future results.

<TABLE>
<CAPTION>
                                                                                          Percent Decrease
                                                As a Percentage of Net Sales             Over Prior Periods
                                                Three Months Ended March 31,         Three Months Ended March 31,
                                                ----------------------------         ----------------------------
                                                  2002              2001                    2002 vs. 2001
                                                  ----              ----                    -------------
<S>                                               <C>              <C>                         <C>
Statements of Operations Data:
Net revenues:
 Refractive products.....................         96.4%             96.4%                      (52.4)%
 Patent services.........................          3.6               3.6                       (52.0)
                                                 -----             -----
    Net revenues.........................        100.0             100.0                       (52.4)
Cost of revenue..........................         70.6              46.4                       (27.6)
                                                 -----             -----
Gross profit(1)..........................         29.4              53.6                       (73.9)
Research, development and
    regulatory expenses (2) .............         27.5              22.5                       (41.7)
Other general and administrative
    expenses.............................        207.8             153.3                       (36.6)
Selling-related expenses (3).............         41.7              28.0                       (29.1)
Amortization of intangibles..............          5.8               5.3                       (27.1)
                                                 -----             -----
Loss from continuing operations..........       (253.4)           (155.4)                      (23.0)
</TABLE>
---------------
(1)  As a percentage of net revenues, the gross profit for refractive products
     only for the three months ended March 31, 2002 and 2001, were 27% and 52%,
     respectively.

(2)  As a percentage of refractive product net sales, research, development and
     regulatory expenses for the three months ended March 31, 2002 and 2001,
     were 29% and 23%, respectively.

(3)  As a percentage of refractive product net sales, selling-related expenses
     for the three months ended March 31, 2002 and 2001, were 43% and 29%,
     respectively.

                                       10
<PAGE>

THREE MONTHS ENDED MARCH 31, 2002, COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

     REVENUES. Net revenues for the three months ended March 31, 2002 decreased
by $2.2 million, or 52%, to $2.0 million from $4.2 million for the comparable
period in 2001.

     During the three months ended March 31, 2002, refractive products revenues
decreased $2.1 million, or 52%, to $1.9 million from $4.0 million for the
comparable period in 2001. This revenue decrease was primarily the result of
decreased sales of the LaserScan LSX excimer laser system. During the three
months ended March 31, 2002, excimer laser system sales accounted for
approximately $1.4 million in revenues compared to $3.6 million in revenues over
the same period in 2001. During the three months ended March 31, 2002, seven
laser systems were sold compared to 13 laser systems sold during the comparable
period in 2001.

     Net revenues from patent services for the three months ended March 31, 2002
decreased approximately $0.1 million, or 52%, to $0.1 million from $0.2 million
for the comparable period in 2001, due to the sale of most rights associated
with the patent responsible for generating patent service revenue.

     COST OF REVENUES; GROSS PROFIT. For the three months ended March 31, 2002
and 2001, gross profit margins were 29% and 54%, respectively. The gross margin
decrease during the three months ended March 31, 2002 was primarily attributable
to decreased sales and lower average selling prices of the LaserScan LSX excimer
laser system, causing overhead to be a higher percentage of sales. The decreased
number of laser sales resulted in lower raw material costs relating to the
LaserScan LSX excimer laser system of $0.4 million and there was a decrease in
our inventory obsolescence reserve of $0.1 million from the comparable period in
2001.

     RESEARCH, DEVELOPMENT AND REGULATORY EXPENSES. Research, development and
regulatory expenses for the three months ended March 31, 2002 decreased
approximately $0.4 million, or 42%, to $0.5 million from $0.9 million for the
comparable period in 2001. We continued to develop our AstraMax diagnostic
workstation and excimer laser systems and continued to pursue protocols in our
effort to attain and expand our FDA approvals for our refractive products. If we
have sufficient funds, we expect research and development expenses during the
remainder of 2002 to be at minimal levels. Regulatory expenses are expected to
remain constant as a result of our continued pursuit of various FDA approvals,
including pre-market approval supplements, and the possible development of
additional pre-market approval supplements and future protocols for submission
to the FDA.

     OTHER GENERAL AND ADMINISTRATIVE EXPENSES. Other general and administrative
expenses for the three months ended March 31, 2002 decreased $2.4 million, or
37%, to $4.1 million from $6.5 million for the comparable period in 2001. This
decrease was primarily due to a decrease in expenses incurred at our refractive
products subsidiary of approximately $2.3 million related to cost reductions to
the sales and marketing, customer support, professional services departments of
$0.7 million, $0.2 million of reductions in our European operation and a
reduction of $1.3 million in legal fees related to patent issues and litigation.
The patent litigation, which accounted for a significant portion of those legal
fees, was settled in May 2001, and we have experienced a significant decrease in
our legal expenses since that time.

     SELLING-RELATED EXPENSES. Selling-related expenses consist of those items
directly related to sales activities, including commissions on sales, royalty or
license fees, warranty expenses, and costs of shipping and installation.
Commissions and royalties, in particular, can vary significantly from sale to
sale or period to period depending on the location and terms of each sale.
Selling-related expenses for the three months ended March 31, 2002 decreased
$0.4 million, or 29%, to $0.8 million from $1.2 million during the comparable
period in 2001. This decrease was primarily attributable to a $0.2 million
decrease in sales commissions resulting from lower sales and a decrease of $0.2
million of warranty expense primarily related to decreased laser system sales.
Selling-related expenses increased as a percentage of revenue during the three
months ended March 31, 2002 compared to the three months ended March 31, 2001.

                                       11
<PAGE>

This percentage increase primarily resulted from additional license fee expense
for our keratome products of $0.4 million during each period due to minimum
royalties under our January 2001 amended and restated license agreement,
regardless of keratome sales. See "Risk Factors and Uncertainties - Company and
Business Risks - Required minimum payments under our keratome license agreement
may exceed our gross profits from sales of our keratome products." In addition,
the decrease in patent services revenue did not result in a reduction of selling
related expenses, which are related to refractive products.

     AMORTIZATION OF INTANGIBLES. During the three months ended March 31, 2002,
costs relating to the amortization of intangible assets decreased $43,000, or
27%, to $115,000 from $158,000 for the comparable period in 2001. This decrease
was due to the sale of a patent in March 2001 that had an unamortized book value
of approximately $2.4 million. Items directly related to the amortization of
intangible assets are acquired technologies, patents and license agreements.

     LOSS FROM OPERATIONS. The operating loss for the three months ended March
31, 2002 was $5.0 million compared to the operating loss of $6.5 million for the
same period in 2001. This decrease in the loss from operations was primarily due
to reductions in operating expenses that more than offset the decrease in sales
and related margins of our LaserScan LSX excimer laser system.

     OTHER INCOME AND EXPENSES. Interest and dividend income for the three
months ended March 31, 2002 was $0.1 million, a decrease of $0.1 million over
the comparable period in 2001. Interest and dividend income was earned from the
investment of cash and cash equivalents and the collection of long-term
receivables related to laser system sales. Interest expense for the three months
ended March 31, 2002 was $0.1 million, an increase of $0.1 million over the
comparable period in 2001 as a result of our loan transaction with Heller in
March 2001. Other income included a net gain, after expenses associated with the
sale, of $4.0 million from the sale of the Blum Patent in March 2001. The patent
was sold for $6.5 million and, prior to the sale, had a book value of
approximately $2.4 million.

     INCOME TAXES. For the three months ended March 31, 2002 and 2001,
LaserSight had no income tax expense.

     DISCONTINUED OPERATIONS. Costs related to the discontinued operations of
the health care services segment were approximately $87,000 during the three
months ended March 31, 2001.

     NET LOSS. Net loss for the three months ended March 31, 2002, was $5.1
million compared to a net loss of $2.5 million for the comparable period in
2001. The increase in net loss for the three months ended March 31, 2002 can be
attributed to the decrease in sales of our LaserScan LSX excimer laser system
and the gain generated by the sale of the Blum Patent in March 2001.

     LOSS PER SHARE. The loss per basic and diluted share was $0.19 for the
three months ended March 31, 2002 and $0.11 for the comparable period in 2001.
Since March 31, 2001, the weighted average shares of common stock outstanding
increased primarily due to the conversion of preferred stock during June 2001
and the issuance of common stock related to our July 2001 financing.

LIQUIDITY AND CAPITAL RESOURCES

     LaserSight had approximately $0.5 million of cash and cash equivalents
available, as of May 14, 2002, to fund continuing operations and is currently
facing significant liquidity and capital resource concerns. Management expects
LaserSight's cash and cash equivalent balances and funds from operations (which
are principally the result of sales and collection of accounts receivable) will
be sufficient to meet its anticipated operating cash requirements for only the
next two to four weeks in the absence of LaserSight obtaining an additional
source of capital or a significant improvement in our cash flows from
operations. This expectation is based upon assumptions regarding cash flows and

                                       12
<PAGE>

results of operations over the next two to four weeks and is subject to
substantial uncertainty and risks beyond our control. If these assumptions prove
incorrect, the duration of the time period during which LaserSight could
continue operations could be materially shorter. We have significant liquidity
and capital resource issues relative to the timing of our accounts receivable
collection and the successful completion of new sales compared to our ongoing
payment obligations. We will need to generate increased revenues, collect them
and reduce our expenditures relative to our recent history. While we are working
to achieve these improved results, we cannot assure you that we will be able to
generate increased revenues and collections to offset required cash
expenditures.

     The risks and uncertainties regarding management's expectations are also
described under the heading "Risk Factors and Uncertainties--Financial and
Liquidity Risks--We have experienced significant losses and operating cash flow
deficits and we expect that operating cash flow deficits will continue and,
absent success in our efforts to obtain additional funds or find a strategic
partner or buyer, result in our inability to continue operations." There can be
no assurance that sales and collection of accounts receivables will meet the
level of management's expectations. See note 5 to the condensed consolidated
financial statements regarding our default on our term loan with Heller.

     Our working capital remains positive (approximately $5.5 million as of the
end of April 2002), though the timing of the conversion of our current assets
into cash is not totally in our control. For example, we cannot dictate the
timing of the collection of our accounts receivable with our customers and
converting our inventory is dependent on our ability to generate new sales of
our products and collect the sales price in a timely manner.

     Our expectations regarding future working capital requirements and our
ability to continue operations are based on various factors and assumptions that
are subject to substantial uncertainty and risks beyond our control and no
assurances can be given that these expectations will prove correct. The
occurrence of adverse developments related to these risks and uncertainties or
others could result in LaserSight being unable to generate additional sales and
collect new and outstanding accounts receivable and the incurrence of unforeseen
expenses or LaserSight being unable to control expected expenses and overhead.
If we fail to generate additional sales and collect new and outstanding accounts
receivable or incur unforeseen expenses or fail to control our expected expenses
and overhead, we will likely be unable to continue operations for the expected
two to four week period in the absence of obtaining additional sources of
capital.

     We are actively seeking additional funds through the possible sale of
certain company assets or through additional investment or loans, which would
provide temporary relief from our current liquidity pressures. We are also
seeking a strategic partner or buyer. However, even if we succeed in our attempt
to secure additional funds, we cannot assure you that we will be able to
generate increased revenues and collections to offset required cash expenditures
in a timely manner. The board is monitoring the results of these activities and
in that light is considering our options, including a possible bankruptcy
filing. Additionally, if we are able to enter transactions to meet our liquidity
needs, it could be on terms that seriously dilute our present stockholders or
significantly restrict the flexibility of our business. See "Risk Factors and
Uncertainties--Industry and Competitive Risks--We cannot assure you that we have
the liquidity to survive long enough to achieve market acceptance with our
products in the U.S." and "--Financial and Liquidity Risks--We have experienced
significant losses and operating cash flow deficits and we expect that operating
cash flow deficits will continue and, absent success in our efforts to obtain
additional funds or find a strategic partner or buyer, result in our inability
to continue operations."

     Our principal sources of funds have historically been from sales of
preferred stock and common stock, sales of subsidiaries and patent rights and,
to a lesser extent, our operating cash flows. We issued equity securities
totaling approximately $14.8 million in 1997, $15.8 million in 1998, $8.9
million in 1999, $19.1 million in 2000 and $3.0 million in 2001, and received
proceeds from the exercise of stock options, warrants and our Employee Stock
Purchase Plan of approximately $98,000 in 1997, $0.5 million in 1998, $10.4

                                       13
<PAGE>

million in 1999, $85,000 in 2000 and $67,000 in 2001. In addition, we sold
subsidiaries and various patent rights, resulting in proceeds to us of
approximately $10.5 million in 1997, $12.7 million in 1998, $6.5 million in 2001
and $0.9 million through May 14, 2002. Additionally, we received $5.0 million in
2001 for a paid up license to our `679 Scanning Patent. We have principally used
these capital resources to fund operating losses, working capital requirements,
capital expenditures, acquisitions and retirement of debt. At March 31, 2002, we
had an accumulated deficit of $90.9 million.

     On March 1, 2001, we completed the sale of U.S. Patent No. 4,784,135 (Blum
Patent) for a cash payment of $6.4 million, net of related expenses. We retained
a non-exclusive royalty free license under the patent, which relates to the use
of ultraviolet light for the removal of organic tissue. Our net book value of
the patent at the date of the sale was approximately $2.4 million.

     On March 12, 2001, we established a $3.0 million term loan and $10.0
million revolving credit facility with Heller. We borrowed $3.0 million under
the term loan at a rate per annum equal to two and one-half percent (2.5%) above
the prime rate. Interest is payable monthly and the loan must be repaid on March
12, 2003. Under the credit facility, we have the option to borrow amounts at a
rate per annum equal to one and one-quarter percent (1.25%) above the prime rate
for short-term working capital needs or such other purposes as may be approved
by Heller. Borrowings are limited to 85% of eligible accounts receivable related
to U.S. sales. Eligible accounts receivable will primarily be based on future
U.S. sales, which are not expected to increase as a result of our decision to
not actively market our laser in the U.S. until we receive additional FDA
approvals. See "Industry and Competitive Risks--We do not intend to continue
actively marketing our LaserScan LSX laser system in the U.S. until we receive
additional FDA approvals." At the present time, we do not have the ability to
borrow under the credit facility. Borrowings under the loans are secured by
substantially all of the Company's assets. The term loan and credit facility
require us to meet certain covenants, including the maintenance of a minimum net
worth. The terms of the loans extend to March 12, 2003. In addition to the costs
and fees associated with the transaction, we issued to Heller a warrant to
purchase 243,750 shares of common stock at an exercise price of $3.15 per share.
The warrant expires on March 12, 2004. Effective February 15, 2002, the
Company's covenants on the term note payable to Heller were amended to decrease
the required minimum level of net worth and establish a minimum level of
tangible net worth and minimum quarterly revenues during 2002. In addition,
monthly principal payments of $10,000 began in February 2002, increasing to
$20,000 monthly in June 2002 and $30,000 monthly in October 2002. For the
quarter ended March 31, 2002, we did not meet the covenant for quarterly
revenues, putting us in default of that covenant as of May 15, 2002. See "Item
3--Defaults Upon Senior Securities."

     In July 2001, we completed a $3.0 million private placement of series F
convertible participating preferred stock.

     On April 16, 2002, the Company announced that it had entered into a letter
of intent and a non-exclusive license with a third party contemplating the sale
of patents and technology related to its AstraMax diagnostic workstation
product. On May 14, 2002, the Company announced the transaction had been
terminated. The third party has alleged that the Company violated the terms of
the non-exclusive license. The Company denies any intent to do so. Prior to the
termination of the process, the Company received cash payments totaling
$875,000.

     Our working capital decreased $7.3 million from $13.9 million at December
31, 2001 to $6.6 million as of March 31, 2002. This decrease in working capital
resulted primarily from the net loss of $5.1 million and the classification of
our $3.0 million term loan with Heller in current liabilities as of March 12,
2002.

     Operating activities used net cash of $2.4 million during the three months
ended March 31, 2002, compared to $5.8 million during the same period in 2001,
and $17.7 million during the year ended December 31, 2001. We expect to incur a
loss and a deficit in cash flow from operations for the first half of 2002.

                                       14
<PAGE>

There can be no assurance that we can achieve profitability or positive
operating cash flow in any subsequent fiscal period. Net cash used by investing
activities of $4,437 during the three months ended March 31, 2002, can be
attributed primarily to purchase of property and equipment. As of March 31,
2002, we had no significant commitments for capital expenditures. There was
$20,000 net cash used in financing activities during the three months ended
March 31, 2002.

     There can be no assurance as to the correctness of the other assumptions
underlying our business plan or our expectations regarding our working capital
requirements or our ability to continue operations.

     One of our efforts is a search for a strategic partner or buyer and have
retained McColl Partners LLC as our financial advisor to assist us in exploring
strategic options (including the possible sale of LaserSight or its assets).
There can be no assurance that our exploration of financing opportunities and
strategic options will result in our obtaining sufficient financing, on
acceptable terms, to permit our continued operations or identify any other
viable option for LaserSight. Additionally, to the extent we are able to obtain
additional financing to address our current liquidity concerns we may be
required to seek additional debt or equity financing in the future to implement
our business plan or any changes thereto in response to future developments or
unanticipated contingencies. There can be no assurance that any additional
financing would be available or that the terms of any available financing would
be acceptable. Future availability of our existing $10.0 million credit facility
is totally dependent upon future U.S. sales of products. See "Risk Factors and
Uncertainties--Financial and Liquidity Risks--We could require additional
financing, which might not be available if we need it."

     Our expectations regarding future working capital requirements and our
ability to continue operations are based on various factors and assumptions
including the following in the near term: the success of our efforts to obtain
additional funds through the possible sale of certain company assets or through
additional investment or loans, the successful reduction of our cost structure,
including further staff reductions in May 2002, anticipated cash flows from
operations (including our success in making sales and the collection of accounts
receivable) and the anticipated timely collection of receivables. In the longer
term, our expectations are based on additional factors including: if we are
successful in our efforts to find additional funds or a partner or buyer, the
uncertain timing of additional supplemental FDA approvals for our LaserScan LSX
excimer laser system (which has resulted in our decision to not actively market
our laser system in the U.S. until additional FDA approvals are received),
potential growth in laser sales after receipt of further FDA approvals,
increases in accounts receivable and inventory purchases when sales increase,
our present inability to borrow under our revolving credit facility, the
uncertain impact of the market introduction of our UltraShaper durable keratomes
and AstraMax diagnostic workstations, and the absence of unanticipated product
development and marketing costs. See "Risk Factors and Uncertainties--Industry
and Competitive Risks--We cannot assure you that our keratome products will
achieve market acceptance" and "--We do not intend to continue actively
marketing our LaserScan LSX laser system in the U.S. until we receive additional
FDA approvals." At the present time, we are focused on the international market,
primarily Europe, and we believe we need to find a strategic partner of buyer to
have an impact in the U.S. market in the future.

RISK FACTORS AND UNCERTAINTIES

     The business, results of operations and financial condition of LaserSight
and the market price of our common stock may be adversely affected by a variety
of factors, including the ones noted below:

FINANCIAL AND LIQUIDITY RISKS

     WE HAVE EXPERIENCED SIGNIFICANT LOSSES AND OPERATING CASH FLOW DEFICITS AND
WE EXPECT THAT OPERATING CASH FLOW DEFICITS WILL CONTINUE AND, ABSENT SUCCESS IN
OUR EFFORTS TO OBTAIN ADDITIONAL FUNDS OR FIND A STRATEGIC PARTNER OR BUYER,
RESULT IN OUR INABILITY TO CONTINUE OPERATIONS.

                                       15
<PAGE>

     We continue to be challenged by our significant liquidity and capital
resource issues relative to the timing of our accounts receivable collection and
the successful completion of new sales compared to our ongoing payment
obligations. We will need to generate increased revenues, collect them and
reduce our expenditures relative to our recent history. While we are working to
achieve these improved results, we cannot assure you that we will be able to
generate increased revenues and collections to offset required cash expenditures
in a timely manner.

     Our working capital remains positive (approximately $5.5 million as of the
end of April 2002), though the timing of the conversion of our current assets
into cash is not totally in our control. For example, we cannot dictate the
timing of the collection of our accounts receivable with our customers and
converting our inventory is dependent on our ability to generate new sales with
our products and collect the sales price in a timely manner.

     We are actively seeking additional funds through the possible sale of
certain company assets or through additional investment or loans, which would
provide temporary relief from our current liquidity pressures. We are also
seeking a strategic partner or buyer. However, even if we succeed in our attempt
to secure additional funds, we cannot assure you that we will be able to
generate increased revenues and collections to offset required cash expenditures
in a timely manner. The board is monitoring the results of these activities and
in that light is considering our options, including a possible bankruptcy
filing. Additionally, if we are able to enter transactions to meet our liquidity
needs, it could be on terms that seriously dilute our present stockholders or
significantly restrict the flexibility of our business. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "--Industry and Competitive
Risks--We cannot assure you that we have the liquidity to survive long enough to
achieve market acceptance with our products in the U.S."

     We experienced significant net losses and deficits in cash flow from
operations for the years ended December 31, 2001 and 2000 and the three months
ended March 31, 2002, as set forth in the following table. We cannot be certain
that we will be able to achieve or sustain profitability or positive operating
cash flow in the future.

                                                             Three Months Ended
                              Year Ended December 31,             March 31,
                               2000             2001                2002
                               ----             ----                ----
Net loss                   $21.4 million    $26.2 million       $5.1 million
Deficit in cash flow from
operations                 $15.7 million    $17.7 million       $2.4 million

     As of March 31, 2002, we had an accumulated deficit of $90.9 million.
LaserSight had approximately $0.5 million of cash and cash equivalents
available, as of May 14, 2002, to fund continuing operations and is currently
facing significant liquidity and capital resource concerns. Management expects
LaserSight's cash and cash equivalent balances and funds from operations (which
are principally the result of sales and collection of accounts receivable) will
be sufficient to meet its anticipated operating cash requirements for only the
next two to four weeks in the absence of LaserSight obtaining an additional
source of capital or a significant improvement in our cash flows from
operations. Our expectations regarding future working capital requirements and
our ability to continue operations are based on various factors and assumptions
including the following in the near term: the success of our efforts to obtain
additional funds through the possible sale of certain company assets or through
additional investment or loans, the successful reduction of our cost structure,
including further staff reductions in May 2002, anticipated cash flows from
operations (including our success in making sales and the collection of accounts
receivable) and the anticipated timely collection of receivables. In the longer
term, our expectations are based on additional factors including: if we are
successful in our efforts to find additional funds or a partner or buyer, the
uncertain timing of additional supplemental FDA approvals for our LaserScan LSX

                                       16
<PAGE>

excimer laser system (which has resulted in our decision to not actively market
our laser system in the U.S. until additional FDA approvals are received),
potential growth in laser sales after receipt of further FDA approvals,
increases in accounts receivable and inventory purchases when sales increase,
our present inability to borrow under our revolving credit facility, the
uncertain impact of the market introduction of our UltraShaper durable keratomes
and AstraMax diagnostic workstations, and the absence of unanticipated product
development and marketing costs. These factors and assumptions are subject to
substantial uncertainty and risks beyond our control and no assurances can be
given that these expectations will prove correct. These risks and uncertainties
include:

     o    our ability to work out the default associated with our term loan,
     o    the willingness of trade creditors to continue to extend credit to
          LaserSight,
     o    reductions and cancellations in orders,
     o    our ability to fulfill orders in light of our current financial
          condition,
     o    our ability to sell products and collect accounts receivables at or
          above the level of management's expectations,
     o    the occurrence of unforeseen expenses and our ability to control
          expected expenses and overhead,
     o    the occurrence of property and casualty losses which are uninsured or
          that generate insurance proceeds cannot be collected in a short time
          frame.
     o    our ability to improve pricing and terms of international sales,
     o    the loss of, or failure to obtain additional, customers, and
     o    changes in pricing by our competitors,

     The occurrence of adverse developments related to these risks and
uncertainties or others could result in LaserSight being unable to generate
additional sales and collect new and outstanding accounts receivable and the
incurrence of unforeseen expenses or LaserSight being unable to control expected
expenses and overhead. If we fail in our attempts to find additional funds, fail
to generate additional sales and collect new and outstanding accounts receivable
or incur unforeseen expenses or fail to control our expected expenses and
overhead, we will be unable to continue operations for the expected two to four
week period in the absence of obtaining additional sources of capital. One of
our efforts is a search for a strategic partner or buyer and have retained
McColl Partners LLC as our financial advisor to assist us in exploring strategic
options (including the possible sale of LaserSight or its assets). There can be
no assurance that our exploration of financing opportunities and strategic
options will result in our obtaining sufficient financing, on acceptable terms,
to permit our continued operations or identify any other viable option for
LaserSight. If LaserSight is unable to obtain additional sources of capital and
its operating activities fail to substantially improve to a level that
LaserSight can continue operations, we may file, or be forced to file,
bankruptcy or insolvency proceedings. Bankruptcy or insolvency proceedings would
be unlikely to result in any value to LaserSight's stockholders. If we are able
to enter transactions to meet our liquidity needs, it could be on terms that
seriously dilute our present stockholders or significantly restrict the
flexibility of our business.

     With respect to management's expectations regarding LaserSight's ability to
continue operations for the expected period and the risks and uncertainties
relating to those expectations, readers are encouraged to review the discussions
under the captions "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources", "--If our
uncollectible receivables exceed our reserves we will incur additional
unanticipated expenses, and we may experience difficulty collecting restructured
receivables with extended payment terms," "--We do not intend to continue
actively marketing our LaserScan LSX laser system in the U.S. until we receive
additional FDA approvals," "--Required per procedure fees payable to Visx under
our license agreement may exceed per procedure fees collected by us," "--Our
supply of certain critical components and systems may be interrupted because of
our reliance on a limited number of suppliers," as well as the other items
discussed under the heading "Risks Factors and Uncertainties" and Note 1 of our
Notes to Condensed Consolidated Financial Statements for the three months ended

                                       17
<PAGE>

March 31, 2002. These risks and uncertainties can affect LaserSight's ability to
continue operations for the expected period in absence of obtaining additional
capital resources.

         IF OUR UNCOLLECTIBLE RECEIVABLES EXCEED OUR RESERVES WE WILL INCUR
ADDITIONAL UNANTICIPATED EXPENSES, AND WE MAY EXPERIENCE DIFFICULTY COLLECTING
RESTRUCTURED RECEIVABLES WITH EXTENDED PAYMENT TERMS.

     Although we monitor the status of our receivables and maintain a reserve
for estimated losses, we cannot be certain that our reserves for estimated
losses, which were approximately $5.1 million at March 31, 2002, will be
sufficient to cover the amount of our actual write-offs over time. At March 31,
2002, our net trade accounts and notes receivable totaled approximately $12.2
million, and accrued commissions, the payment of which generally depends on the
collection of such net trade accounts and notes receivable, totaled
approximately $1.9 million. Actual write-offs that exceed amounts reserved could
have a material adverse effect on our consolidated financial condition and
results of operations. The amount of any loss that we may have to recognize in
connection with our inability to collect receivables is principally dependent on
our customers' ongoing financial condition, their ability to generate revenues
from our laser systems, and our ability to obtain and enforce legal judgments
against delinquent customers.

     Our ability to evaluate the financial condition and revenue-generating
ability of our prospective customers located outside of the U.S., and our
ability to obtain and enforce legal judgments against customers located outside
of the U.S., is generally more limited than for our customers located in the
U.S. Our agreements with our international customers typically provide that the
contracts are governed by Florida law. We have not determined whether or to what
extent courts or administrative agencies located in foreign countries would
enforce our right to collect such receivables or to recover laser systems from
customers in the event of a customer's payment default. When a customer is not
paying according to established terms, we attempt to communicate and understand
the underlying causes and work with the customer to resolve any issues we can
control or influence. In most cases, we have been able to resolve the customer's
issues and continue to collect our receivable, either on the original schedule
or under restructured terms. If such issues are not resolved, we evaluate our
legal and other alternatives based on existing facts and circumstances. In most
such cases, we have concluded that the account should be written off as
uncollectible.

     At March 31, 2002, we had extended the original payment terms of laser
customer accounts totaling approximately $1.9 million by periods ranging from 5
to 60 months. Such restructured receivables represent approximately 10.8% of our
gross receivables as of that date. Our liquidity and operating cash flow would
be adversely affected if additional extensions become necessary in the future.
In addition, it would be more difficult to collect laser system receivables if
the payment schedule extends beyond the expected or actual economic life of the
system, which we estimate to be approximately five to seven years. To date, we
do not believe any payment schedule extends beyond the economic life of the
applicable laser system.

INDUSTRY AND COMPETITIVE RISKS

     WE CANNOT ASSURE YOU THAT WE HAVE THE LIQUIDITY TO SURVIVE LONG ENOUGH TO
ACHIEVE MARKET ACCEPTANCE WITH OUR PRODUCTS IN THE U.S.

     We have significant liquidity and capital resource issues. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "--Financial and Liquidity
Risks--We have experienced significant losses and operating cash flow deficits
and we expect that operating cash flow deficits will continue and, absent
success in our efforts to obtain additional funds or find a strategic partner or
buyer, result in our inability to continue operations."

                                       18
<PAGE>

     The following Industry and Competitive Risks relate to the longer term,
assuming we successfully meet our near term cash needs:

     WE DO NOT INTEND TO CONTINUE ACTIVELY MARKETING OUR LASERSCAN LSX LASER
SYSTEM IN THE U.S. UNTIL WE RECEIVE ADDITIONAL FDA APPROVALS.

     We received the FDA approval necessary for the commercial marketing and
sale of our LaserScan LSX excimer laser system in the U.S. in late 1999 and
commercial shipments to customers in the U.S. began in March 2000. To date, our
LaserScan LSX laser system and per procedure fee business model have not
achieved a level of market acceptance sufficient to provide our cash flows from
operations to fund our business. As a result of our current liquidity and
capital resource issues, we have decided to focus on international markets,
primarily Europe, with a custom ablation product line and not to continue
actively marketing our LaserScan LSX laser system in the U.S. until we receive
additional FDA approvals.

     The current level of per procedure fees payable to us by existing
refractive surgeon customers in the U.S. may not continue to be accepted by the
marketplace or may exceed those charged by our competitors. If our competitors
reduce or do not charge per procedure fees to users of their systems, we could
be forced to reduce or eliminate the fees charged under this business model,
which could significantly reduce our revenues. For example, Nidek Co., Ltd., one
of our competitors, has publicly stated that it will not charge per procedure
fees to users of its laser systems in the U.S. and internationally. See also
"--Company and Business Risks--Required per procedure fees payable to Visx under
our license agreement may exceed per procedure fees collected by us."

     WE CANNOT ASSURE YOU THAT OUR KERATOME PRODUCTS WILL ACHIEVE MARKET
ACCEPTANCE.

     Keratomes are surgical devices used to create a corneal flap immediately
prior to LASIK laser vision correction procedures. We began to roll out our
MicroShape family of keratome products with the commercial launch of our
UltraEdge keratome blades in July 1999 and of our UniShaper single-use keratomes
and control consoles in December 1999. In November 2001, we commercially
released our UltraShaper durable keratomes after a thorough process of
engineering refinement and validity testing. In order for our UniShaper
single-use keratome to be commercially viable it will need to be reengineered,
if possible, to include most or all of the features included in our UltraShaper
keratome. Our UltraShaper durable keratome incorporates the features found in
the ACS keratome previously marketed by Bausch & Lomb, Inc. with new
enhancements and features. However, Bausch & Lomb has not aggressively marketed
or serviced the ACS since 1997 when we licensed the rights to commercially
market keratomes based on the same technology, and has successfully transitioned
a large number of refractive surgeons from the ACS to its Hansatome durable
keratome product. We believe that many refractive surgeons learned to perform
the LASIK procedure using the ACS and prefer the surgical technique required by
the ACS, which is also used to operate our UltraShaper durable keratome, to the
surgical technique required to operate the Hansatome keratome product. However,
we cannot assure you that we will be successful in commercially introducing or
achieving broad market acceptance of our UltraShaper durable keratome or our
other keratome products.

     If we cannot successfully market and sell our keratome products or if we
are unable to successfully find a marketing and distribution alliance with
another company, we may not be able to execute our business plan, which would
have a material adverse effect on our business, financial condition and results
of operations. See also "--Company and Business Risks--Required minimum payments
under our keratome license agreement may exceed our gross profits from sales of
our keratome products."

                                       19
<PAGE>

     THE VISION CORRECTION INDUSTRY CURRENTLY CONSISTS OF A FEW ESTABLISHED
PROVIDERS WITH SIGNIFICANT MARKET SHARES AND WE ARE ENCOUNTERING DIFFICULTIES
COMPETING IN THIS HIGHLY COMPETITIVE ENVIRONMENT.

     The vision correction industry is subject to intense, increasing
competition, and we do not know if we will be able to compete successfully
against our current and future competitors. Many of our competitors have
established products, distribution capabilities and customer service networks in
the U.S. marketplace, are substantially larger and have greater brand
recognition and greater financial and other resources than we do. Visx, the
historical industry leader for excimer laser system sales in the U.S., sold
laser systems that performed a significant majority of the laser vision
correction procedures performed in the U.S. in 1999, 2000 and 2001. Similarly,
Bausch & Lomb sold a significant majority of the keratomes used by refractive
surgeons in the U.S. in 1999, 2000 and 2001. In 2000, Alcon acquired Summit
Autonomous Inc. The merger resulted in a combined entity with enhanced market
presence, technology base and distribution capabilities and provided Alcon with
a narrow beam laser technology platform that will compete more directly with our
precision beam scanning microspot LaserScan LSX excimer laser system. In
addition, as a result of the acquisition, the combined entity will be able to
sell narrow beam laser systems under a royalty-free license to certain Visx
patents without incurring the expense and uncertainty associated with
intellectual property litigation with Visx. We anticipate that Alcon will
leverage the sale of its laser systems with its other ophthalmic products.
Competitors are using the our weak financial condition as a reason why a buyer
shouldn't buy our laser.

     MANY OF OUR COMPETITORS RECEIVED EARLIER REGULATORY APPROVALS THAN US AND
MAY HAVE A COMPETITIVE ADVANTAGE OVER US DUE TO THE SUBSEQUENT EXPANSION OF
THEIR REGULATORY APPROVALS AND THEIR SUBSTANTIAL EXPERIENCE IN THE U.S. MARKET.

     We received the FDA approval necessary for the commercial sale of our
LaserScan LSX excimer laser system in the U.S. in November 1999 and commercial
shipments to customers in the U.S. began in March 2000. Our direct competitors
include large corporations such as Visx and Alcon, each of whom received FDA
approval of excimer laser systems more than three years prior to our approval
and has substantial experience manufacturing, marketing and servicing laser
systems in the U.S. In addition to Visx and Alcon, Nidek and Bausch & Lomb have
also received FDA approval for their laser systems.

     In the U.S., a manufacturer of excimer laser vision correction systems
gains a competitive advantage by having its systems approved by the FDA for a
wider range of treatments. Initial FDA approvals of excimer laser vision
correction systems historically have been limited to the treatment of low to
moderate nearsightedness, with additional approvals for other and broader
treatments granted only as a result of subsequent FDA applications and clinical
trials. Our LaserScan LSX is currently approved for the LASIK treatment of
nearsightedness with and without astigmatism for a range of treatment of
refractive errors up to -6.0 diopters MRSE with or without a refractive
astigmatism up to 4.5 diopters and the PRK treatment of low to moderate
nearsightedness (up to -6.0 diopters) without astigmatism. Additionally, we have
received FDA approval to operate our laser systems at a 200 Hz pulse repetition
rate, twice the originally approved rate. We have submitted PMA supplements to
the FDA to permit our laser systems sold to customers in the U.S. to utilize
LASIK to treat hyperopia, hyperopic astigmatism and mixed astigmatism. FDA
approval of these applications is anticipated in 2002, though we cannot ensure
if or when the approval will be received. Our ability to sell our laser systems
in the U.S. may be severely impaired if the FDA does not give timely approval to
these supplements.

     Currently, excimer laser vision correction systems manufactured by Visx,
Alcon, Bausch & Lomb and Nidek have been approved for higher levels of
nearsightedness than the LaserScan LSX. Alcon's Apex Plus and Ladarvision
Excimer Laser Workstations, Visx's Star S2 Excimer Laser System and Nidek's
EC-5000 Excimer Laser System have received FDA approval for the LASIK treatment

                                       20
<PAGE>

of nearsightedness with or without astigmatism. The approvals for many of the
systems are for the correction of nearsightedness in the range of 0 diopters to
-14.0 diopters and nearsightedness with astigmatism generally in the range of
-0.5 diopters to -5.0 diopters. Bausch & Lomb's Technolas 217 excimer laser has
also received FDA approval for the treatment of nearsightedness from -1.0
diopter up to -7.0 diopters with up to -3.0 diopters of astigmatism. The Visx
and Alcon excimer laser systems are also approved for the treatment of moderate
farsightedness. In September 2000, the FDA approved Alcon's Ladarvision system
for the correction using LASIK of farsightedness of up to +6.0 diopters and an
astigmatism range of up to 6.0 diopters. In October 2000, the FDA approved
Visx's Star S2 and S3 systems for the correction using PRK of farsightedness of
up to +5.0 diopters and an astigmatism range of up to 3.0 diopters. In February
2001, the FDA approval of Visx's Custom-Contoured Ablation Pattern Method for
treatment of decentered ablations under a Humanitarian Device Exemption (HDE).
An HDE authorizes the use and marketing of a device that is intended to benefit
patients in the treatment of conditions that affect fewer than 4,000
individuals. Competitors' earlier receipt of LASIK and hyperopia-specific FDA
regulatory approvals could give them a significant competitive advantage that
could impede our ability to successfully sell our LaserScan LSX system in the
U.S. Our failure to successfully market our product could have a material
adverse effect on our business, financial condition and results of operations.

     All of our principal competitors in the keratome business, including
current market leader Bausch & Lomb, received FDA clearance prior to the
commercialization of our keratome products and have substantial experience
marketing their keratome products. The established market presence in the U.S.
of previously approved laser systems and keratome products, as well as the entry
of new competitors into the market upon receipt of new or expanded regulatory
approvals, could impede our ability to successfully introduce our LaserScan LSX
system in the U.S. and our keratome products worldwide and may have a material
adverse effect on our business, financial condition and results of operations.

     WE DEPEND UPON OUR ABILITY TO ESTABLISH AND MAINTAIN STRATEGIC
RELATIONSHIPS.

     We believe that our ability to establish and maintain strategic
relationships will have a significant impact on our ability to meet our business
objectives. These strategic relationships are critical to our future success
because we believe that these relationships will help us to:

     o    extend the reach of our products to a larger number of refractive
          surgeons;
     o    develop and deploy new products;
     o    further enhance the LaserSight brand; and
     o    generate additional revenue.

     Entering into strategic relationships is complicated because some of our
current and future strategic partners may decide to compete with us in some or
all of our markets. In addition, we may not be able to establish relationships
with key participants in our industry if they have relationships with our
competitors, or if we have relationships with their competitors. Moreover, some
potential strategic partners have resisted, and may continue to resist, working
with us until our products and services have achieved widespread market
acceptance. Once we have established strategic relationships, we will depend on
our partners' ability to generate increased acceptance and use of our products
and services. To date, we have established only a limited number of strategic
relationships, and many of these relationships are in the early stages of
development. There can be no assurance as to the terms, timing or consummation
of any future strategic relationships. If we lose any of these strategic
relationships or fail to establish additional relationships, or if our strategic
relationships fail to benefit us as expected, we may not be able to execute our
business plan, and our business will suffer.

                                       21
<PAGE>

     BECAUSE THE SALE OF OUR PRODUCTS IS DEPENDENT ON THE CONTINUED MARKET
ACCEPTANCE OF LASER-BASED REFRACTIVE EYE SURGERY USING THE LASIK PROCEDURE, THE
LACK OF BROAD MARKET ACCEPTANCE WOULD HURT OUR BUSINESS.

     We believe that whether we achieve profitability and growth will depend, in
part, upon the continued acceptance of laser vision correction using the LASIK
procedure in the U.S. and other countries. We cannot be certain that laser
vision correction will continue to be accepted by either the refractive surgeons
or the public at large as an alternative to existing methods of treating
refractive vision disorders. The acceptance of laser vision correction and,
specifically, the LASIK procedure may be adversely affected by:

     o    possible concerns relating to safety and efficacy, including the
          predictability, stability and quality of results;
     o    the public's general resistance to surgery;
     o    the effectiveness and lower cost of alternative methods of correcting
          refractive vision disorders;
     o    the lack of long-term follow-up data;
     o    the possibility of unknown side effects;
     o    the lack of third-party reimbursement for the procedures;
     o    the cost of the procedure; and
     o    unfavorable publicity involving patient outcomes from the use of laser
          vision correction.

     Unfavorable side effects and potential complications that may result from
the use of laser vision correction systems manufactured by any manufacturer may
broadly affect market acceptance of laser-based vision correction surgery.
Potential patients may not distinguish between our precision beam scanning spot
technology and the laser technology incorporated by our competitors in their
laser systems, and customers may not differentiate laser systems and procedures
that have not received FDA approval from FDA-approved systems and procedures.
Any adverse consequences resulting from procedures performed with a competitor's
systems or an unapproved laser system could adversely affect consumer acceptance
of laser vision correction in general. In addition, because laser vision
correction is an elective procedure that is not typically covered by insurance
and that involves more significant immediate expense than eyeglasses or contact
lenses, adverse changes in the U.S. or international economy may cause consumers
to reassess their spending choices and to select lower-cost alternatives for
their vision correction needs. Any such shift in spending patterns could reduce
the volume of LASIK procedures performed that would, in turn, reduce the number
of laser systems sold and our revenues from per procedure fees and sales of
single-use products such as our UltraEdge keratome blades.

     The failure of laser vision correction to achieve continued market
acceptance could have a material adverse effect on our business prospects. Even
if laser vision correction achieves and sustains market acceptance, sales of our
keratome products could be adversely impacted if a laser procedure that does not
require the creation of a corneal flap were to emerge as the procedure of
choice.

     NEW PRODUCTS OR TECHNOLOGIES COULD ERODE DEMAND FOR OUR PRODUCTS OR MAKE
THEM OBSOLETE, AND OUR BUSINESS COULD BE HARMED IF WE CANNOT KEEP PACE WITH
ADVANCES IN TECHNOLOGY.

     In addition to competing with eyeglasses and contact lenses, excimer laser
vision correction competes or may compete with newer technologies such as
intraocular lenses, intracorneal inlays, corneal rings and surgical techniques
using different or more advanced types of lasers. Two products that may become
competitive within the near term are implantable contact lenses, which are
pending FDA approval, and corneal rings, which have been approved by the FDA.
Both of these products require procedures with lens implants, and their ultimate
market acceptance is unknown at this time. To the extent that any of these or
other new technologies are perceived to be clinically superior or economically

                                       22
<PAGE>

more attractive than currently marketed excimer laser vision correction
procedures or techniques, they could erode demand for our excimer laser and
keratome products, cause a reduction in selling prices of such products or
render such products obsolete. In addition, if one or more competing
technologies achieves broader market acceptance or renders laser vision
correction procedures obsolete, it would have a material adverse effect on our
business, financial condition and results of operations.

     As is typical in the case of new and rapidly evolving industries, the
demand and market for recently introduced products and technologies is
uncertain, and we cannot be certain that our LaserScan LSX laser system,
UltraShaper durable keratome, UltraEdge keratome blades, UniShaper single-use
keratome or future new products and enhancements will be accepted in the
marketplace. In addition, announcements or the anticipation of announcements of
new products, whether for sale in the near future or at some later date, may
cause customers to defer purchasing our existing products.

     If we cannot adapt to changing technologies, our products may become
obsolete, and our business could suffer. Our success will depend, in part, on
our ability to continue to enhance our existing products, develop new technology
that addresses the increasingly sophisticated needs of our customers, license
leading technologies and respond to technological advances and emerging industry
standards and practices on a timely and cost-effective basis. The development of
our proprietary technology entails significant technical and business risks. We
may not be successful in using new technologies effectively or adapting our
proprietary technology to evolving customer requirements or emerging industry
standards.

ADDITIONAL COMPANY AND BUSINESS RISKS

     THE LOSS OF KEY PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

     Our ability to maintain our competitive position depends in part upon the
continued contributions of our executive officers and other key employees,
especially Michael R. Farris, our president and chief executive officer. A loss
of one or more such officers or key employees could have a material adverse
effect on our business. We do not carry "key person" life insurance on any
officer or key employee.

     Our recent layoff may have a negative impact on our ability to attract and
retain personnel. If we fail to attract and retain qualified individuals for
necessary positions, it could have a material adverse effect on our business,
financial condition and results of operations.

     WE HAVE DECIDED TO MOVE ALL INTERNATIONAL MANUFACTURING OPERATIONS FROM
COSTA RICA TO THE U.S. AND MUST CONTINUE TO COMPLY WITH STRINGENT REGULATION OF
OUR MANUFACTURING OPERATIONS.

     We manufacture our LaserScan LSX laser systems for sale in the U.S. at our
manufacturing facility in Winter Park, Florida, and plan to move the
manufacturing location our laser systems for sale in international markets to
the same U.S. location from our manufacturing facility in Costa Rica. We cannot
assure you that we will not encounter difficulties in increasing our production
capacity for our laser systems at our Florida facility, including problems
involving production delays, quality control or assurance, component supply and
lack of qualified personnel. Any products manufactured or distributed by us
pursuant to FDA clearances or approvals are subject to extensive regulation by
the FDA, including record-keeping requirements and reporting of adverse
experience with the use of the product. Our manufacturing facilities are subject
to periodic inspection by the FDA, certain state agencies and international
regulatory agencies. We require that our key suppliers comply with recognized
standards as well as our own quality standards, and we regularly test the
components and sub-assemblies supplied to us. Any failure by us or our suppliers
to comply with applicable regulatory requirements, including the FDA's quality
systems/good manufacturing practice (QSR/GMP) regulations, could cause
production and distribution of our products to be delayed or prohibited, either

                                       23
<PAGE>

of which could have a material adverse effect on our business, financial
condition and results of operations.

     REQUIRED PER PROCEDURE FEES PAYABLE TO VISX UNDER OUR LICENSE AGREEMENT MAY
EXCEED PER PROCEDURE FEES COLLECTED BY US.

     In addition to the risk that our refractive lasers will not be accepted in
the marketplace, we are required to pay Visx a royalty for each procedure
performed in the U.S. using our refractive lasers. The required per procedure
fees we are required to pay to Visx may exceed the per procedure fees we are
able to charge and/or collect from refractive surgeons, which could result in a
material adverse effect on our financial condition and results of operations.

     REQUIRED MINIMUM PAYMENTS UNDER OUR KERATOME LICENSE AGREEMENT MAY EXCEED
OUR GROSS PROFITS FROM SALES OF OUR KERATOME PRODUCTS.

     We are required to make certain minimum payments to the licensor under our
keratome license agreement that was amended and restated on January 4, 2001.
This amendment replaced a January 18, 2000 amendment in its entirety. Under the
terms of the amendment we issued 730,552 shares of common stock to the
licensors, valued at approximately $1.1 million, in partial payment for
royalties during the term of the license. The term of the license was extended
three years until July 31, 2005. In addition, remaining minimum royalty payments
totaling approximately $4.5 million as of May 14, 2002 will be due in monthly
installments (averaging approximately $130,000 per month through August 2003) or
quarterly installments (averaging approximately $240,000 per quarter from
October 2003 through October 2005) through the term of the amendment. As a
result of our obligations under this license arrangement, the minimum royalty
payments we are required to make to the licensors may exceed our gross profits
from sales of our UniShaper and UltraShaper keratome products. The amendment
eliminated a restriction on us manufacturing, marketing and selling other
keratomes, but the sale of other keratomes will be included in the gross profit
to be shared with the licensors. The licensor's share of the gross profit, as
defined in the amendment, decreased from 50% to 10%.

     OUR FAILURE TO TIMELY OBTAIN OR EXPAND REGULATORY APPROVALS FOR OUR
PRODUCTS AND TO COMPLY WITH REGULATORY REQUIREMENTS COULD ADVERSELY AFFECT OUR
BUSINESS.

     Our excimer laser systems, diagnostic and custom ablation products and
keratome products are subject to strict governmental regulations that materially
affect our ability to manufacture and market these products and directly impact
our overall business prospects. FDA regulations impose design and performance
standards, labeling and reporting requirements, and submission conditions in
advance of marketing for all medical laser products in the U.S. New product
introductions, expanded treatment types and levels for approved products, and
significant design or manufacturing modifications require a premarket clearance
or approval by the FDA prior to commercialization in the U.S. The FDA approval
process, which is lengthy and uncertain, requires supporting clinical studies
and substantial commitments of financial and management resources. Failure to
obtain or maintain regulatory approvals and clearances in the U.S. and other
countries, or significant delays in obtaining these approvals and clearances,
could prevent us from marketing our products for either approved or expanded
indications or treatments, which could substantially decrease our future
revenues.

     In March 2002, we pursued a "real time" PMA supplement seeking approval for
the use of our advanced adaptive eye tracking system in an accelerated time
frame, as few as 30 days. In April 2002, we were advised by the FDA that they
would review the submission in a 180-day timeframe.

     Additionally, product and procedure labeling and all forms of promotional
activities are subject to examination by the FDA, and current FDA enforcement
policy prohibits the marketing by manufacturers of approved medical devices for
unapproved uses. Noncompliance with these requirements may result in warning
letters, fines, injunctions, recall or seizure of products, suspension of

                                       24
<PAGE>

manufacturing, denial or withdrawal of PMAs, and criminal prosecution. Laser
products marketed in foreign countries are often subject to local laws governing
health product development processes, which may impose additional costs for
overseas product development. Future legislative or administrative requirements,
in the U.S. or elsewhere, may adversely affect our ability to obtain or retain
regulatory approval for our products. The failure to obtain approvals for new or
additional uses on a timely basis could have a material adverse effect on our
business, financial condition and results of operations.

     OUR BUSINESS DEPENDS ON OUR INTELLECTUAL PROPERTY RIGHTS, AND IF WE ARE
UNABLE TO PROTECT THEM, OUR COMPETITIVE POSITION MAY BE ADVERSELY AFFECTED.

     Our business plan is predicated on our proprietary systems and technology,
including our precision beam scanning microspot technology laser systems. We
protect our proprietary rights through a combination of patent, trademark, trade
secret and copyright law, confidentiality agreements and technical measures. We
generally enter into non-disclosure agreements with our employees and
consultants and limit access to our trade secrets and technology. We cannot
assure you that the steps we have taken will prevent misappropriation of our
intellectual property. Misappropriation of our intellectual property would have
a material adverse effect on our competitive position. In addition, we may have
to engage in litigation or other legal proceedings in the future to enforce or
protect our intellectual property rights or to defend against claims of
invalidity. These legal proceedings may consume considerable resources,
including management time and attention, which would be diverted from the
operation of our business, and the outcome of any such legal proceeding is
inherently uncertain.

     We are aware that certain competitors are developing products that may
potentially infringe patents owned or licensed exclusively by us. In order to
protect our rights in these patents, we may find it necessary to assert and
pursue infringement claims against such third parties. We could incur
substantial costs and diversion of management resources litigating such
infringement claims and we cannot assure you that we will be successful in
resolving such claims or that the resolution of any such dispute will be on
terms that are favorable to us. See "--Patent infringement allegations may
impair our ability to manufacture and market our products."

         PATENT INFRINGEMENT ALLEGATIONS MAY IMPAIR OUR ABILITY TO MANUFACTURE
AND MARKET OUR PRODUCTS.

     There are a number of U.S. and foreign patents covering methods and
apparatus for performing corneal surgery that we do not own or have the right to
use. If we were found to infringe a patent in a particular market, we and our
customers may be enjoined from manufacturing, marketing, selling and using the
infringing product in the market and may be liable for damages for any past
infringement of such rights. In order to continue using such rights, we would be
required to obtain a license, which may require us to make royalty, per
procedure or other fee payments. We cannot be certain if we or our customers
will be successful in securing licenses, or that if we obtain licenses, such
licenses will be available on acceptable terms. Alternatively, we might be
required to redesign the infringing aspects of these products. Any redesign
efforts that we undertake could be expensive and might require regulatory
review. Furthermore, the redesign efforts could delay the reintroduction of
these products into certain markets, or may be so significant as to be
impractical. If redesign efforts were impractical, we could be prevented from
manufacturing and selling the infringing products, which would have a material
adverse effect on our business, financial condition and results of operations.

     Litigation involving patents is common in our industry. While we do not
believe our laser systems or keratome products infringe any valid and
enforceable patents that we do not own or have a license to, we cannot assure
you that one or more of our other competitors or other persons will not assert
that our products infringe their intellectual property, or that we will not in
the future be deemed to infringe one or more patents owned by them or some other
party. We could incur substantial costs and diversion of management resources

                                       25
<PAGE>

defending any infringement claims. Furthermore, a party making a claim against
us could secure a judgment awarding substantial damages, as well as injunctive
or other equitable relief that could effectively block our ability to market one
or more of our products. In addition, we cannot assure you that licenses for any
intellectual property of third parties that might be required for our products
will be available on commercially reasonable terms, or at all.

     WE ARE SUBJECT TO CERTAIN RISKS ASSOCIATED WITH OUR INTERNATIONAL SALES.

     Our international sales accounted for 78% and 73% of our total revenues
during the three months ended March 31, 2002 and the year ended December 31,
2001, respectively. In the future, we expect that sales to U.S. accounts will
represent a higher percentage of our total sales only when additional regulatory
approvals are received for our LaserScan LSX laser system in the U.S.

     International sales of our products may be limited or disrupted by:

     o    the imposition of government controls;
     o    export license requirements;
     o    economic or political instability;
     o    trade restrictions;
     o    difficulties in obtaining or maintaining export licenses;
     o    changes in tariffs; and
     o    difficulties in staffing and managing international operations.

     Our sales have historically been and are expected to continue to be
denominated in U.S. dollars. The European Economic Union's conversion to a
common currency, the euro, is not expected to have a material impact on our
business. However, due to our significant export sales, we are subject to
exchange rate fluctuations in the U.S. dollar, which could increase the
effective price in local currencies of our products. This could result in
reduced sales, longer payment cycles and greater difficulty in collecting
receivables relating to our international sales.

     OUR SUPPLY OF CERTAIN CRITICAL COMPONENTS AND SYSTEMS MAY BE INTERRUPTED
BECAUSE OF OUR RELIANCE ON A LIMITED NUMBER OF SUPPLIERS.

     We currently purchase certain components used in the production, operation
and maintenance of our laser systems and keratome products from a limited number
of suppliers, and certain key components are provided by a single vendor. We are
currently seeking a replacement blade manufacturer, and the majority of our
UltraShaper components are manufactured exclusively by Owens Industries pursuant
to our agreement with them. We do not have long-term contracts with providers of
some key laser system components, including TUI Lasertechnik und
Laserintegration GmbH, which currently is a single source supplier for the laser
heads used in our LaserScan LSX excimer laser system. Currently, SensoMotoric
Instruments GmbH, Teltow, Germany, is a single source supplier for the eye
tracker boards used in the LaserScan LSX. Any interruption in the supply of
critical laser or keratome components could have a material adverse effect on
our business, financial condition and results of operations. If any of our key
suppliers ceases providing us with products of acceptable quality and quantity
at a competitive price and in a timely fashion, we would have to locate and
contract with a substitute supplier and, in some cases, such substitute supplier
would need to be qualified by the FDA. If substitute suppliers cannot be located
and qualified in a timely manner or could not provide required products on
commercially reasonable terms, it would have a material adverse effect on our
business, financial condition and results of operations.

                                       26
<PAGE>

         UNLAWFUL TAMPERING OF OUR SYSTEM CONFIGURATIONS COULD RESULT IN REDUCED
REVENUES AND ADDITIONAL EXPENSES.

     We include a procedure counting mechanism on LaserScan LSX lasers
manufactured for sale and use in the U.S. Users of our LaserScan LSX excimer
laser system could tamper with the software or hardware configuration of the
system so as to alter or eliminate the procedure counting mechanism that
facilitates the collection of per procedure fees. Unauthorized tampering with
our procedure counting mechanism by users could result in us being required to
pay per procedure fees to Visx that we were not able to collect from users. If
we are unable to prevent such tampering, our license agreement with Visx could
be terminated after all applicable notice and cure periods have expired.

     INADEQUACY OR UNAVAILABILITY OF INSURANCE MAY EXPOSE US TO SUBSTANTIAL
PRODUCT LIABILITY CLAIMS.

     Our business exposes us to potential product liability risks and possible
adverse publicity that are inherent in the development, testing, manufacture,
marketing and sale of medical devices for human use. These risks increase with
respect to our products that receive regulatory approval for commercialization.
We have agreed in the past, and we will likely agree in the future, to indemnify
certain medical institutions and personnel who conduct and participate in our
clinical studies. While we maintain product liability insurance, we cannot be
certain that any such liability will be covered by our insurance or that damages
will not exceed the limits of our coverage. Even if a claim is covered by
insurance, the costs of defending a product liability, malpractice, negligence
or other action, and the assessment of damages in excess of insurance coverage
in the event of a successful product liability claim, could have a material
adverse effect on our business, financial condition and results of operations.
Further, product liability insurance may not continue to be available, either at
existing or increased levels of coverage, on commercially reasonable terms.

COMMON STOCK RISKS

     VARIATIONS IN OUR SALES AND OPERATING RESULTS MAY CAUSE OUR STOCK PRICE TO
FLUCTUATE.

     Our operating results have fluctuated in the past, and may continue to
fluctuate in the future, as a result of a variety of factors, many of which are
outside of our control. For example, historically a significant portion of our
laser system orders for a particular quarter have been received and shipped near
the end of the quarter. As a result, our operating results for any quarter often
depend on the timing of the receipt of orders and the subsequent shipment of our
laser systems. Other factors that may cause our operating results or stock price
to fluctuate include:

     o    our significant liquidity and capital resource issues
     o    the addition or loss of significant customers;
     o    reductions, cancellations or fulfillment of major orders;
     o    changes in pricing by us or our competitors; and
     o    timing of regulatory approvals and the introduction or delays in
          shipment of new products;
     o    the relative mix of our business;
     o    increased competition.

     As a result of these fluctuations, we believe that period-to-period
comparisons of our operating results cannot be relied upon as indicators of
future performance. In some quarters our operating results may fall below the
expectations of securities analysts and investors due to any of the factors
described above or other uncertainties.

                                       27
<PAGE>

     THE MARKET PRICE OF OUR COMMON STOCK MAY CONTINUE TO EXPERIENCE EXTREME
FLUCTUATIONS DUE TO MARKET CONDITIONS THAT ARE UNRELATED TO OUR OPERATING
PERFORMANCE.

     The stock market, and in particular the securities of technology companies
like us, could experience extreme price and volume fluctuations unrelated to our
operating performance. Our stock price has historically been volatile. Factors
such as announcements of technological innovations or new products by us or our
competitors, changes in domestic or foreign governmental regulations or
regulatory approval processes, developments or disputes relating to patent or
proprietary rights, public concern as to the safety and efficacy of refractive
vision correction procedures, and changes in reports and recommendations of
securities analysts, have and may continue to have a significant impact on the
market price of our common stock.

     THE SIGNIFICANT NUMBER OF SHARES ELIGIBLE FOR FUTURE SALE AND DILUTIVE
STOCK ISSUANCES MAY ADVERSELY AFFECT OUR STOCK PRICE.

     Sales, or the possibility of sales, of substantial amounts of our common
stock in the public market could adversely affect the market price of our common
stock. Substantially all of our 26,554,168 shares of common stock outstanding at
May 14, 2002 were freely tradable without restriction or further registration
under the Securities Act of 1933, except to the extent such shares are held by
"affiliates" as that term is defined in Rule 144 under the Securities Act or
subject only to the satisfaction of a prospectus delivery requirement.

     Shares of common stock that we may issue in the future in connection with
financings or pursuant to outstanding warrants or agreements could also
adversely affect the market price of our common stock and cause significant
dilution in our earnings per share and net book value per share. We may be
required to issue more than 8,600,000 additional shares of common stock upon the
conversion of outstanding preferred stock, the exercise of outstanding warrants
and stock options, and the satisfaction of certain contingent contractual
obligations.

     The anti-dilution provisions of certain of our existing securities and
obligations require us to issue additional shares if we issue shares of common
stock below specified price levels. If a future share issuance triggers these
adjustments, the beneficiaries of such provisions effectively receive some
protection from declines in the market price of our common stock, while our
other stockholders incur additional dilution of their ownership interest. We may
include similar anti-dilution provisions in securities issued in connection with
future financings.

     ANTI-TAKEOVER PROVISIONS UNDER DELAWARE LAW AND IN OUR CERTIFICATE OF
INCORPORATION, BY-LAWS AND STOCKHOLDER RIGHTS PLAN MAY MAKE AN ACQUISITION OF
LASERSIGHT MORE DIFFICULT AND COULD PREVENT YOU FROM RECEIVING A PREMIUM OVER
THE MARKET PRICE OF OUR STOCK.

     The Board recognizes that absent additional equity investment, sale of the
Company, merger, or a strategic alliance are necessary to our continuation in
business, and the Board will exercise its fiduciary duty with respect to
anti-takeover provisions with that in mind.

     Certain provisions of our certificate of incorporation, by-laws,
stockholder rights plan and Delaware law could delay or frustrate the removal of
incumbent directors, discourage potential acquisition proposals and delay, defer
or prevent a change in control of us, even if such events could be beneficial,
in the short term, to the economic interests of our stockholders. For example,
our certificate of incorporation allows us to issue preferred stock with rights
senior to those of the common stock without stockholder action, and our by-laws
require advance notice of director nominations or other proposals by
stockholders. We also are subject to provisions of Delaware corporation law that
prohibit a publicly-held Delaware corporation from engaging in a broad range of
business combinations with a person who, together with affiliates and
associates, owns 15% or more of the corporation's common stock (an interested

                                       28
<PAGE>

stockholder) for three years after the person became an interested stockholder,
unless the business combination is approved in a prescribed manner. We also have
adopted a stockholder rights agreement, or "poison pill," and declared a
dividend distribution of one preferred share purchase right for each share of
common stock. The rights would cause substantial dilution to a person or group
that attempts to acquire 15% or more of our common stock on terms not approved
by our board of directors.

ACQUISITION RISKS

     AMORTIZATION AND CHARGES RELATING TO OUR SIGNIFICANT INTANGIBLE ASSETS
COULD ADVERSELY AFFECT OUR STOCK PRICE AND REPORTED NET INCOME OR LOSS.

     Of our total assets at March 31, 2002, approximately $5.2 million, or 16%,
were intangible assets. Any reduction in net income or increase in net loss
resulting from the amortization of intangible assets resulting from future
acquisitions by us may have an adverse impact upon the market price of our
common stock. In addition, in the event of a sale of LaserSight or our assets,
we cannot be certain that the value of such intangible assets would be
recovered.

     In accordance with FASB Statement No. 144, we review intangible assets for
impairment whenever events or changes in circumstances, including a history of
operating or cash flow losses, indicate that the carrying amount of an asset may
not be recoverable. If we determine that an intangible asset is impaired, a
non-cash impairment charge would be recognized.

OTHER RISKS

     The risks described above are not the only risks facing LaserSight. There
may be additional risks and uncertainties not presently known to us or that we
have deemed immaterial which could also negatively impact our business
operations. If any of the foregoing risks actually occur, it could have a
material adverse effect on our business, financial condition and results of
operations. In that event, the trading price of our common stock could decline,
and you may lose all or part of your investment.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We believe that our exposure to market risk for changes in interest and
currency rates is not significant. Our investments are limited to highly liquid
instruments generally with maturities of three months or less. At March 31,
2002, we had approximately $0.2 million of short-term investments classified as
cash and equivalents. All of our transactions with international customers and
suppliers are denominated in U.S. dollars.

                           PART II - OTHER INFORMATION

ITEM 1    LEGAL PROCEEDINGS

          Certain legal proceedings against LaserSight are described in Item 3
          (Legal Proceedings) of LaserSight's Form 10-K for the year ended
          December 31, 2001.

ITEM 2    CHANGES IN SECURITIES

          a)  Not applicable.

          b)  Not applicable.

          c)  During the first quarter ended March 31, 2002, the Company sold
              the following unregistered securities:

                                       29
<PAGE>

                    In February 2002, LaserSight issued 103,306 shares of Common
                    Stock to McColl Partners LLC in exchange for investment
                    banking services provided to LaserSight.

                    The issuance and sale of all such shares was exempt from the
                    registration and prospectus delivery requirements of the
                    Securities Act of 1933 by virtue of Section 4(2) thereof due
                    to, among other things, (i) the limited number of persons to
                    whom the shares were issued, (ii) the distribution of
                    disclosure documents to all investors, (iii) the fact that
                    each such person represented and warranted to LaserSight,
                    among other things, that such person was acquiring the
                    shares for investment only and not with a view to the resale
                    or distribution thereof, and (iv) the fact that certificates
                    representing the shares were issued with a legend to the
                    effect that such shares had not been registered under the
                    Securities Act or any state securities laws and could not be
                    sold or transferred in the absence of such registration or
                    an exemption therefrom.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

          For the quarter ended March 31, 2002, we did not meet the covenant on
          our term loan with Heller for quarterly revenues, putting us in
          default of that covenant as of May 15, 2002, our reporting date for
          the quarter. We anticipate discussions with Heller in the near future
          and we are hopeful we will successfully obtain a waiver for the
          default.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable.

ITEM 5    OTHER INFORMATION

          Not applicable.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

          a)       Exhibits

                      INDEX TO EXHIBITS

Exhibit
Number    Description
------    ----------------------------------------------------------------------

  2.1     See Exhibits 10.1, 10.2, 10.6, 10.7, 10.11, 10.16, 10.19, 10.20, 10.34
          and 10.41.

  3.1     Certificate of Incorporation, as amended (incorporated by reference to
          Exhibit 1 of Form 8-A/A (Amendment No. 6) filed by the Company on
          August 10, 2001*).

  3.2     Bylaws, as amended (filed as Exhibit 3.2 to the Company's Form 8-K
          filed on December 20, 1999*).

  3.3     Rights Agreement, dated as of July 2, 1998, between LaserSight
          Incorporated and American Stock Transfer & Trust Company, as Rights
          Agent, which includes (I) as Exhibit A thereto the form of Certificate
          of Designation of the Series E Junior Participating Preferred Stock,
          (ii) as Exhibit B thereto the form of Right Certificate (separate
          certificates for the Rights will not be issued until after the
          Distribution Date) and (iii) as Exhibit C thereto the Summary of
          Stockholder Rights Agreement (incorporated by reference to Exhibit
          99.1 to the Form 8-K filed by the Company on July 8, 1998*).

  3.4     First Amendment to Rights Agreement, dated as of March 22, 1999,
          between LaserSight Incorporated and American Stock Transfer & Trust
          Company, as Rights Agent (incorporated by reference to Exhibit 2 to
          Form 8-A/A filed by the Company on March 29, 1999*).

                                       30
<PAGE>

  3.5     Second Amendment to Rights Agreement, dated as of January 28, 2000,
          between LaserSight Incorporated and American Stock Transfer & Trust
          Company, as Rights Agent (incorporated by reference to Exhibit 99.6 to
          Form 8-K filed by the Company on February 8, 2000*).

  3.6     Third Amendment to Rights Agreement, dated as of June 29, 2001,
          between LaserSight Incorporated and American Stock Transfer & Trust
          Company, as Rights Agent (incorporated by reference to Exhibit 99.5 to
          Form 8-K filed by the Company on July 18, 2001*).

  4.1     See Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 10.13, 10.17, 10.23, 10.24,
          10.25, 10.28, 10.29, 10.30, 10.31, 10.32, 10.33, 10.37, 10.38, 10.39,
          10.40, 10.42, 10.43, 10.45, 10.46, 10.49 and 10.50.

 10.1     Agreement for Purchase and Sale of Stock by and among LaserSight
          Centers Incorporated, its stockholders and LaserSight Incorporated
          dated January 15, 1993 (filed as Exhibit 2 to the Company's Form 8-K/A
          filed on January 25, 1993*).

 10.2     Amendment to Agreement for Purchase and Sale of Stock by and among
          LaserSight Centers Incorporated, its stockholders, and LaserSight
          Incorporated dated April 5, 1993 (filed as Exhibit 2 to the Company's
          Form 8-K/A filed on April 19, 1993*).

 10.3     Royalty Agreement by and between LaserSight Centers Incorporated and
          LaserSight Partners dated January 15, 1993 (filed as Exhibit 10.5 to
          the Company's Form 10-K for the year ended December 31, 1995*).

 10.4     Exchange Agreement dated January 25, 1993 between LaserSight Centers
          Incorporated and Laser Partners (filed as Exhibit 10.6 to the
          Company's Form 10-K for the year ended December 31, 1995*).

 10.5     Stipulation and Agreement of Compromise, Settlement and Release dated
          April 18, 1995 among James Gossin, Francis E. O'Donnell, Jr., J.T.
          Lin, Wen S. Dai, Emanuela Dobrin-Charlton, C.H. Huang, W. Douglas
          Hajjar, and LaserSight Incorporated (filed as Exhibit 10.7 to the
          Company's Form 10-K for the year ended December 31, 1995*).

 10.6     Agreement for Purchase and Sale of Stock dated December 31, 1993,
          among LaserSight Incorporated, MRF, Inc., and Michael R. Farris (filed
          as Exhibit 2 to the Company's Form 8-K filed on December 31, 1993*).

 10.7     First Amendment to Agreement for Purchase and Sale of Stock by and
          among MRF, Inc., Michael R. Farris and LaserSight Incorporated dated
          December 28, 1995 (filed as Exhibit 10.9 to the Company's Form 10-K
          for the year ended December 31, 1995*).

 10.8     Patent License Agreement dated December 21, 1995 by and between
          Francis E. O'Donnell, Jr. and LaserSight Centers, Inc. (filed as
          Exhibit 10.21 to the Company's Form 10-K for the year ended December
          31, 1995*).

 10.9     LaserSight Incorporated Amended and Restated 1996 Equity Incentive
          Plan (filed as Exhibit 10.9 to the Company's Form 10-K filed on April
          1, 2002*).

                                       31
<PAGE>

 10.10    LaserSight Incorporated Amended and Restated Non-Employee Directors
          Stock Option Plan (filed as Exhibit 10.12 to the Company's Form 10-Q
          filed on November 14, 2000*).

 10.11    Second Amendment to Agreement for Purchase and Sale of Stock by and
          among LaserSight Centers Incorporated, its stockholders and LaserSight
          Incorporated dated March 14, 1997 (filed as Exhibit 99.1 to the
          Company's Form 8-K filed on March 27, 1997*).

 10.12    Amendment to Royalty Agreement by and between LaserSight Centers
          Incorporated, Laser Partners and LaserSight Incorporated dated March
          14, 1997 (filed as Exhibit 99.2 to the Company"  Form 8-K filed on
          March 27, 1997*).

 10.13    Warrant to purchase 500,000 shares of common stock dated March 31,
          1997 by and between LaserSight Incorporated and Foothill Capital
          Corporation (filed as Exhibit 10.44 to the Company's Form 10-Q filed
          on August 14, 1997*).

 10.14    License Agreement dated May 20, 1997 by and between Visx Incorporated
          and  LaserSight Incorporated (filed as Exhibit 10.45 to the Company's
          Form 10-Q filed on August 14, 1997*).

 10.15    Patent Purchase Agreement dated July 15, 1997 by and between
          LaserSight Incorporated and Frederic B. Kremer, M.D. (filed as Exhibit
          2.(I) to the Company's Form 8-K filed on August 13, 1997*).

 10.16    Agreement and Plan of Merger dated July 15, 1997 by and among
          LaserSight Incorporated, Photomed Acquisition, Inc., Photomed, Inc.,
          Frederic B. Kremer, M.D., Linda Kremer, Robert Sataloff, Trustee for
          Alan Stewart Kremer and Robert Sataloff, Trustee for Mark Adam Kremer
          (filed as Exhibit 2.(ii) to the Company's Form 8-K filed on August 13,
          1997*).

 10.17    Warrant to purchase 750,000 shares of common stock dated August 29,
          1997 by and between LaserSight Incorporated and purchasers of Series B
          Convertible Participating Preferred Stock of LaserSight Incorporated
          (filed as Exhibit 10.39 to the Company's Form 10-Q filed on November
          14, 1997*).

 10.18    Agreement dated April 1, 1992 between International Business Machines
          Corporation and LaserSight Incorporated (filed as Exhibit 10.1 on Form
          10-K for the year ended December 31, 1995*).

 10.19    Letter Agreement dated September 11, 1998, amending the Agreement and
          Plan of Merger dated July 15, 1997, by and among LaserSight
          Incorporated, Photomed Acquisition, Inc., Photomed, Inc., Frederic B.
          Kremer, M.D., Linda Kremer, Robert Sataloff, Trustee for Alan Stewart
          Kremer and Robert Sataloff, Trustee for Mark Adam Kremer (filed as
          Exhibit 10.31 to the Company's Form 10-Q filed on November 16, 1998*).

 10.20    Exclusive License Agreement dated August 20, 1998, by and between
          LaserSight Technologies, Inc. and TLC The Laser Center Patents Inc.
          (filed as Exhibit 10.32 to the Company's Form 10-Q filed on November
          16, 1998*).

 10.21    Manufacturing Agreement, dated September 10, 1997, by and between
          LaserSight Technologies, Inc. and Frantz Medical Development Ltd.
          (filed as Exhibit 10.3 to the Company's Form S-3, Pre-Effective
          Amendment No. 1 filed on February 1, 1999*).

                                       32
<PAGE>

 10.22    Employment Agreement by and between LaserSight Incorporated and
          Michael R. Farris dated October 30, 1998 (filed as Exhibit 10.37 to
          the Company's Form 10-K filed on March 31, 1999*).

 10.23    Securities Purchase Agreement by and between LaserSight Incorporated
          and purchasers of common stock dated March 22, 1999 (filed as Exhibit
          10.38 to the Company's Form 10-K filed on March 31, 1999*).

 10.24    Warrant to purchase 225,000 shares of common stock dated March 22,
          1999 by and between LaserSight Incorporated and purchasers of common
          stock of LaserSight Incorporated (filed as Exhibit 10.39 to the
          Company's Form 10-K filed on March 31, 1999*).

 10.25    Warrant to purchase 67,500 shares of common stock dated February 22,
          1999 by and between LaserSight Incorporated and Guy Numann (filed as
          Exhibit 10.40 to the Company's Form 10-Q filed on May 17, 1999*).

 10.26    Relocation Agreement, by and between LaserSight Incorporated and
          Gregory L. Wilson, dated October 13, 1999 (filed as Exhibit 10.45 to
          the Company's Form 10-Q filed on November 15, 1999*).

 10.27    Employment Agreement, by and between LaserSight Technologies, Inc. and
          Jack T. Holladay, dated October 27, 1999 (filed as Exhibit 10.47 to
          the Company's Form 10-Q filed on November 15, 1999*).

 10.28    Securities Purchase Agreement by and between LaserSight Incorporated
          and TLC Laser Eye Centers Inc. dated January 31, 2000 (filed as
          Exhibit 99.2 to the Company's Form 8-K filed on February 8, 2000*).

 10.29    Registration Rights Agreement dated January 31, 2000 by and between
          LaserSight Incorporated and TLC Laser Eye Centers Inc. (filed as
          Exhibit 99.3 to the Company's Form 8-K filed on February 8, 2000*).

 10.30    Securities Purchase Agreement by and between LaserSight Incorporated,
          BayStar Capital, L.P. and BayStar International, Ltd. dated January
          31, 2000 (filed as Exhibit 99.4 to the Company's Form 8-K filed on
          February 8, 2000*).

 10.31    Registration Rights Agreement dated January 31, 2000 by and between
          LaserSight Incorporated, BayStar Capital, L.P. and BayStar
          International, Ltd. (filed as Exhibit 99.5 to the Company's Form 8-K
          filed on February 8, 2000*).

 10.32    Securities Purchase Agreement by and between LaserSight Incorporated,
          Engmann Options, Inc. and MDNH Partners, L.P. dated February 18, 2000.
          The Company undertakes to provide to the Commission upon its request
          the schedules omitted from this exhibit (filed as Exhibit 10.54 to the
          Company's Form 10-K filed on March 30, 2000*).

 10.33    Registration Rights Agreement dated February 18, 2000 by and between
          LaserSight Incorporated, Engmann Options, Inc. and MDNH Partners, L.P.
          (filed as Exhibit 10.55 to the Company's Form 10-K filed on March 30,
          2000*).

                                       33
<PAGE>

 10.34    Technology Purchase Agreement dated as of March 8, 2000 by and between
          LaserSight Technologies, Inc., Premier Laser Systems, Inc. and Eyesys-
          Premier, Inc.  The Company undertakes to provide to the Commission
          upon its request the schedules omitted from this exhibit (filed as
          Exhibit 10.56 to the Company's Form 10-K filed on March 30, 2000*).

 10.35    Employment Agreement, by and between LaserSight Technologies, Inc and
          Donald M. Litscher dated February 23, 2000 (filed as Exhibit 10.57 to
          the Company's Form 10-Q filed on May 12, 2000*).

 10.36    Amended and Restated Employment Agreement, by and between LaserSight
          Technologies, Inc. and L. Stephen Dalton dated effective as of August
          1, 2001 (filed as Exhibit 10.50 to the Company's Form 10-Q filed on
          August 14, 2001*).

 10.37    Securities Purchase Agreement dated September 8, 2000 among LaserSight
          Incorporated, BayStar Capital, L.P. and BayStar International, Ltd.
          The Company undertakes to provide to the Commission upon its request
          the schedules omitted from this exhibit (filed as Exhibit 99.2 to the
          Company's Form 8-K filed on September 22, 2000*).

 10.38    Warrant agreement dated September 8, 2000 among LaserSight
          Incorporated and BayStar Capital, L.P. (filed as Exhibit 99.3 to the
          Company's Form 8-K filed on September 22, 2000*).

 10.39    Warrant agreement dated September 8, 2000 among LaserSight
          Incorporated and BayStar International, Ltd. (filed as Exhibit 99.4 to
          the Company's Form 8-K filed on September 22, 2000*).

 10.40    Registration Rights Agreement dated September 8, 2000 among LaserSight
          Incorporated, BayStar Capital, L.P. and BayStar International, Ltd.
          (filed as Exhibit 99.5 to the Company's Form 8-K filed on September
          22, 2000*).

 10.41    Assignment Agreement dated as of February 27, 2001 among LaserSight
          Patents, Inc. and Alcon Laboratories, Inc. (filed as Exhibit  99.1 to
          the Company's Form 8-K filed on March 16, 2001*)**.

 10.42    Amended and Restated License and Royalty Agreement dated as of January
          3, 2001 by and between LaserSight Technologies, Inc., Luis A. Ruiz,
          M.D. and Sergio Lenchig (filed as Exhibit 10.56 to the Company's Form
          10-K filed on March 30, 2001*).

 10.43    Registration Rights Agreement dated January 3, 2001 among LaserSight
          Incorporated, Luis A. Ruiz, M.D. and Sergio Lenchig (filed as Exhibit
          10.57 to the Company's Form 10-K filed on March 30, 2001*).

 10.44    Loan and Security Agreement dated March 12, 2001 among LaserSight
          Incorporated and subsidiaries and Heller Healthcare Finance, Inc.
          (filed as Exhibit 10.58 to the Company's Form 10-K filed on March 30,
          2001*).

 10.45    Warrant agreement dated March 12, 2001 among LaserSight Incorporated
          and Heller Healthcare Finance, Inc. (filed as Exhibit 10.59 to the
          Company's Form 10-K filed on March 30, 2001*).

                                       34
<PAGE>

 10.46    Registration Rights Agreement dated March 12, 2001 among LaserSight
          Incorporated and Heller Healthcare Finance, Inc. (filed as Exhibit
          10.60 to the Company's Form 10-K filed on March 30, 2001*).

 10.47    Employment Agreement, by and between LaserSight Technologies, Inc and
          Christine A. Oliver effective as of October 30, 2000 (filed as Exhibit
          10.61 to the Company's Form 10-Q filed on August 14, 2001*).

 10.48    Settlement and License Agreement dated as of May 25, 2001 between
          LaserSight Incorporated and Visx, Incorporated (filed as Exhibit 10.62
          to the Company's Form 10-Q filed on August 14, 2001*)**.

 10.49    Securities Purchase Agreement dated July 6, 2001 among LaserSight
          Incorporated, BayStar Capital, L.P. and BayStar International, Ltd.
          (file as Exhibit 99.2 to the Company's Form 8-K filed on July 18,
          2001*).

 10.50    Series F Registration Rights Agreement dated July 6, 2001 among
          LaserSight Incorporated, BayStar Capital, L.P. and BayStar
          International, Ltd. (filed as Exhibit 99.3 to the Company's Form 8-K
          filed on July 18, 2001*).

 10.51    Non-Exclusive License Agreement dated September 7, 2001 among
          LaserSight Incorporated, LaserSight Technologies, Inc. and Bausch &
          Lomb Incorporated (filed as Exhibit 10.66 to the Company's Form 10-Q
          filed on November 14, 2001*).

 10.52    Amendment No. 1 to Loan and Security Agreement dated as of February
          15, 2002 among LaserSight Incorporated and subsidiaries and Heller
          Healthcare Finance, Inc. (filed as Exhibit 10.52 to the Company's Form
          10-K filed on April 1, 2002*).

 11       Statement of Computation of Loss Per Share

 15       Copy of letter from independent accountants' regarding unaudited
          interim financial information

 99       Press release dated May 14, 2002

          b) Reports on Form 8-K

          On February 14, 2002, we filed a Current Report on Form 8-K describing
          a Company update and a notification from Nasdaq regarding the fact
          that our common stock bid price was not in compliance with Nasdaq
          Market Place Rules.

---------------------------
*Incorporated herein by reference.  File No. 0-19671.

**Confidential treatment has been granted for portions of this document. The
    redacted material has been filed separately with the commission.

                                       35
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the undersigned have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        LaserSight Incorporated



Dated: May 15, 2002                     By:   /s/ Michael R. Farris
                                              ---------------------
                                              Michael R. Farris,
                                              Chief Executive Officer



Dated: May 15, 2002                     By:   /s/ Gregory L. Wilson
                                              ---------------------
                                              Gregory L. Wilson,
                                              Chief Financial Officer



                                       36