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, 2000.

                                       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 11, 2000 is 20,303,663.

                                       1

<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 - Uncertainties and Other Issues"
in this report and in LaserSight's Annual Report on Form 10-K for the year ended
December 31, 1999. 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,
                  2000 and  December 31, 1999

                  Condensed  Consolidated  Statements of Operations  for the
                  Three Month Periods Ended March 31, 2000 and 1999

                  Condensed  Consolidated  Statements  of Cash Flows for the
                  Three Month Periods Ended March 31, 2000 and 1999

                  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                                                    2000            1999
                                                                                          ------------   ------------
Current assets:                                                                            (Unaudited)
<S>                                                                                       <C>              <C>
  Cash and cash equivalents                                                               $ 16,937,310     11,247,801
  Accounts receivable - trade, net                                                           9,025,273      6,400,980
  Notes receivable - current portion, net                                                    4,518,333      4,110,428
  Inventories                                                                                9,389,782      8,409,823
  Deferred tax assets                                                                           68,208         68,208
  Other current assets                                                                         498,838        394,543
                                                                                          ------------   ------------
                                                     Total Current Assets                   40,437,744     30,631,783

Notes receivable, less current portion, net                                                  3,168,385      2,721,229
Property and equipment, net                                                                  1,923,950      1,934,618
Patents, net                                                                                 7,839,221      3,886,448
Pre-market approval application, net                                                         2,527,126      2,754,394
Goodwill, net                                                                                5,897,078      6,028,235
Other assets, net                                                                            1,830,044      1,422,226
                                                                                          ------------   ------------
                                                                                          $ 63,623,548     49,378,933
                                                                                          ============   ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

  Accounts payable                                                                         $ 4,145,254      2,694,494
  Accrued expenses                                                                           5,682,984      3,757,458
  Accrued commissions                                                                        1,803,014      1,511,653
  Deferred revenue                                                                           1,104,082      1,020,044
                                                                                          ------------   ------------

                                                Total Current Liabilities                   12,735,334      8,983,649



Accrued expenses, less current portion                                                         652,867        615,942
Deferred royalty revenue, less current portion                                                      --         33,333
Deferred income taxes                                                                           68,208         68,208
Long-term obligations                                                                          102,530        100,130
Commitments and contingencies

Stockholders' equity:
Convertible preferred stock, authorized 10,000,000 shares; par value $.001
per share
    Series C - 2,000,000 issued and outstanding at March 31, 2000 and
     December 31, 1999                                                                           2,000          2,000
    Series D - 2,000,000 issued and outstanding at March 31, 2000 and
     December 31, 1999                                                                           2,000          2,000
Common stock - par value $.001 per share; authorized 40,000,000 shares;
   19,948,863 and 18,040,313 shares issued at March 31, 2000 and December
   31, 1999, respectively                                                                       19,949         18,040
Additional paid-in capital                                                                 100,590,792     82,346,811
Issued shares held in escrow                                                                (7,936,250)    (2,936,250)
Stock subscription receivable                                                               (1,140,000)    (1,140,000)
Accumulated deficit                                                                        (40,931,235)   (38,172,283)
Less treasury stock, at cost;  145,200 common shares at March 31, 2000
    and December 31, 1999                                                                     (542,647)      (542,647)
                                                                                          ------------   ------------
                                                                                            50,064,609     39,577,671
                                                                                          ------------   ------------
                                                                                          $ 63,623,548     49,378,933
                                                                                          ============   ============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       3
<PAGE>


                    LASERSIGHT INCORPORATED AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                   March 31,
                                                                     -------------------------------------
                                                                        2000                       1999
                                                                     -----------               -----------

        Revenues:
            <S>                                                      <C>                         <C>
            Products                                                 $ 7,832,478                 4,401,215
            Royalties                                                    669,179                   380,000
            Services                                                     193,345                   107,083
                                                                     -----------               -----------
                                                                       8,695,002                 4,888,298

        Cost of revenue:
            Product cost                                               3,408,524                 2,032,378
            Cost of services                                              85,072                    47,117
                                                                     -----------               -----------

        Gross profit                                                   5,201,406                 2,808,803

        Research, development and regulatory expenses                    940,716                   781,191

        Other general and administrative expenses                      5,028,035                 3,666,221
        Selling related expenses                                       1,618,077                 1,103,435
        Amortization of intangibles                                      635,465                   634,071
                                                                     -----------               -----------
                                                                       7,281,577                 5,403,727
                                                                     -----------               -----------

        Loss from operations                                          (3,020,887)               (3,376,115)

        Other income and expenses
          Interest and dividend income                                   264,335                   101,521
          Interest expense                                                (2,400)                  (45,770)
                                                                     -----------               -----------

        Net loss before income taxes                                  (2,758,952)               (3,320,364)

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

        Net loss                                                     $(2,758,952)               (3,320,364)
                                                                     ===========               ===========

        Loss per common share
          Basic and diluted:                                         $     (0.14)                    (0.25)
                                                                     ===========               ===========

        Weighted average number of shares outstanding
          Basic and diluted:                                          19,234,000                13,418,000
                                                                     ===========               ===========
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.

                                       4
<PAGE>




                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        2000                  1999
                                                                                    ------------         -------------
Cash flow from operating activities
<S>                                                                                 <C>                     <C>
  Net loss                                                                          $ (2,758,952)           (3,320,364)
  Adjustments to reconcile net loss to net cash used in operating activities:

  Depreciation and amortization                                                          877,576               824,948
  Warrants issued in conjunction with consulting agreement                                    --                68,793
  Changes in assets and liabilities:
    Accounts and notes receivable                                                     (3,479,354)              236,961
    Inventories                                                                         (979,959)             (893,142)
    Accounts payable                                                                   1,450,760             1,381,714
    Decrease in accrued expenses                                                       1,028,812              (178,234)
    Deferred revenue                                                                      50,705              (171,305)
    Other                                                                               (689,526)             (301,019)
                                                                                    ------------         -------------

Net cash used in operating activities                                                 (4,499,938)           (2,351,648)

Cash flows from investing activities
  Purchases of property and equipment, net                                              (231,443)             (138,550)
  Acquisition of intangible assets                                                    (2,825,000)                   --
                                                                                    ------------         -------------

Net cash used in investing activities                                                 (3,056,443)             (138,550)

Cash flows from financing activities
  Proceeds from common stock financing                                                13,202,452             8,850,000
  Proceeds from exercise of stock options and warrants                                    43,438                    --
  Repayment of capital lease obligation                                                       --                (5,233)
                                                                                    ------------         -------------

Net cash provided by financing activities                                             13,245,890             8,844,767
                                                                                    ------------         -------------

Increase in cash and cash equivalents                                                  5,689,509             6,354,569

Cash and cash equivalents, beginning of period                                        11,247,801             4,437,718
                                                                                    ------------         -------------

Cash and cash equivalents, end of period                                            $ 16,937,310            10,792,287
                                                                                    ============         =============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.

                                       5
<PAGE>



                    LASERSIGHT INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                Three Month Periods Ended March 31, 2000 and 1999

NOTE 1   BASIS OF PRESENTATION

         The accompanying unaudited, condensed consolidated financialsstatements
         of LaserSight Incorporated and subsidiaries (LaserSight) as of
         March 31, 2000, and for the three months ended March 31, 2000 and 1999
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
         include all of the information and note disclosures required by
         generally accepted accounting principles 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, 1999. 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.
         The results of operations for the three month period ended March 31,
         2000 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
         tock 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, 2000 and December 31, 1999
         are summarized as follows:

                                           March 31, 2000    December 31, 1999
                                           --------------    -----------------

         Raw materials                        $ 6,282,744           6,381,980
         Work-in-process                          620,401             630,342
         Finished goods                         2,006,851             958,387
         Test equipment - clinical trials         479,786             439,114
                                              -----------          ----------
                                              $ 9,389,782           8,409,823
                                              ===========          ==========

                                       6
<PAGE>


NOTE 4   STOCKHOLDERS' EQUITY

         Private Placement

         On January 31, 2000, the Company closed a transaction for the sale of
         1,269,841 shares of Common Stock to a total of three investors,
         including TLC Laser Eye Centers Inc. (TLC), in exchange for the Company
         receiving $12.5 million in cash. On February 21, 2000, the Company
         closed a transaction for the sale of 76,189 shares of Common Stock to
         two investors in exchange for the Company receiving $750,000 in cash.

NOTE 5   SEGMENT INFORMATION

         The Company operates principally in three operating segments:
         refractive products, patent services and health care services.
         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, and health care services provides health and vision
         care consulting services to hospitals, managed care companies, and
         physicians.

         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; expenses
         attributable to LaserSight Centers Incorporated a developmental stage
         company; non-operating income; and the income tax expense. Identifiable
         assets by operating segment are those that are used by or applicable to
         each operating segment. General corporate assets consist primarily of
         cash, marketable equity securities 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
                                        --------      -------------        ------       ------------    ------------
     2000
     ----
     Operating  segments:

<S>                                     <C>            <C>              <C>                <C>              <C>
          Refractive products           $ 7,832,478    (2,875,157)      37,386,392         603,535          227,700
          Patent services                   669,179       539,849        2,982,154         129,330               --
          Health care services              193,345      (106,756)       3,539,121          71,679            3,743
          General corporate                      --      (509,649)      17,015,050           3,858               --
          Developmental
          stage company -
          LaserSight Centers                     --       (69,174)       2,700,831          69,174               --
                                        -----------   -----------      -----------       ---------         ---------
     Consolidated total                 $ 8,695,002    (3,020,887)      63,623,548         877,576          231,443
                                        ===========   ===========      ===========       =========        =========
     1999
     ----
     Operating  segments:
          Refractive products           $ 4,401,215    (2,905,917)      29,597,655         553,916          138,550
          Patent services                   380,000       250,670        3,499,474         129,330               --
          Health care services              107,083      (129,769)       3,836,860          70,731
          General corporate                      --      (521,925)      10,897,919           1,797               --
          Developmental stage
          company - LaserSight
          Centers                                --       (69,174)       2,972,210          69,174               --
                                        -----------   -----------      -----------       ---------        ---------
     Consolidated total                 $ 4,888,298    (3,376,115)      50,804,118         824,948          138,550
                                        ===========   ===========      ===========       =========        =========
</TABLE>

                                       7
<PAGE>


NOTE 6   ACQUISITION

         Intellectual Property

         On March 8, 2000, LaserSight acquired all intellectual property related
         to a development project designed to provide front-to-back analysis and
         total refractive measurement of the eye from Premier Laser Systems,
         Inc. Of the total consideration of $4,050,000 before transaction costs,
         $2,825,000 was paid at closing, $500,000 was paid in April 2000 and
         $725,000 was paid in May 2000. Assets purchased included two U.S.
         patents, six foreign patents, a pending patent application and an
         exclusive license to nine patents that are intended to be used to
         complete development of an integrated refractive diagnostic work
         station. The total cost is included in the net costs of Patents and
         will be amortized over the life of the patents.

NOTE 7   LICENSE AGREEMENT

         On January 18, 2000, the Company entered into a first amendment to a
         keratome license and royalty agreement related to certain keratome
         related products originally entered into in September 1997. Under the
         terms of the amendment 555,552 shares of Common Stock issued to the
         licensors were placed in escrow and are included in common shares
         issued and outstanding on that date. If the Company raises equity
         capital totaling $15 million or more by May 31, 2000, or otherwise
         elects in its sole discretion to proceed with the amendment, the shares
         will be released from escrow and the Company will be obligated to pay
         $7.6 million in cash within the next six months. Otherwise, the shares
         will be returned to the Company.To date, the Company has raised equity
         capital totaling $13.25  million. In addition, the Company paid the
         licensors $200,000 upon execution of the amendment and $200,000 on
         April 1, 2000. The amendment eliminates the restriction on the Company
         manufacturing, marketing and selling other keratomes, but the sale of
         such other keratomes is included in the gross profit to be shared with
         the licensors. The licensor's share of the gross profit, as defined in
         the agreement, will be 50% if the amendment is not triggered or 10% if
         the amendment is triggered.

                                       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, 2000, and the related condensed
consolidated statements of operations and cash flows for the three-month periods
ended March 31, 2000 and 1999. 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 generally accepted auditing standards, 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 generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of LaserSight Incorporated and
subsidiaries as of December 31, 1999, and the related consolidated statements of
operations, comprehensive loss, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated February 11,
2000, 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, 1999, is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.

                                  /s/ KPMG LLP

St. Louis, Missouri
April 27, 2000
                                       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 over 300 laser systems,
including approximately 100 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.

New Accounting Pronouncement

         In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements. SAB No. 101 provides guidance
on applying generally accepted accounting principles to revenue recognition
issues in financial statements. We will adopt SAB No. 101 as required in the
second quarter of 2000 and are evaluating the effect, if any, that SAB No. 101
may have on our financial statements.

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 Increase (Decrease)
                                                As a Percentage of Net Sales                Over Prior Periods
                                                  Three Months Ended March 31,          Three Month Ended March 31,
                                                  ----------------------------          ---------------------------
                                                  2000              1999                       2000 vs.1999
                                                  ----              ----                       -------------
Statements of Operations Data:
Net revenues:
<S>                                               <C>               <C>                           <C>
 Refractive products.....................         90.1%             90.0%                         78.0%
 Patent services.........................          7.7               7.8                          76.1
 Healthcare services.....................          2.2               2.2                          80.6
                                                 -----             -----
    Net revenues.........................        100.0             100.0                          77.9
Cost of revenue..........................         40.2              42.5                          68.0
                                                 -----             -----
Gross profit(1)..........................         59.8              57.5                          85.2
Research, development and
    Regulatory expenses (2) .............         10.8              16.0                          20.4
Other general and administrative
    Expenses.............................         57.8              75.0                          37.1
Selling-related expenses (3).............         18.6              22.6                          46.7
Amortization of intangibles..............          7.3              13.0                           0.2
Loss from operations.....................        (34.7)            (69.1)                        (10.5)
---------------
</TABLE>

 (1)     As a percentage of net revenues, the gross profit for refractive
         products only for the three months ended March 31, 2000 and 1999, were
         56%, and 54%, respectively.

 (2)     As a percentage of refractive product net sales, research,  development
         and  regulatory  expenses for the three months ended March 31, 2000 and
         1999, were 12%, and 18%, respectively.

 (3)     As a percentage of refractive product net sales, selling-related
         expenses for the three months ended March 31, 2000 and 1999, were 21%,
         and 25%, respectively.

                                       10
<PAGE>


Three Months Ended March 31, 2000, Compared to Three Months Ended March 31, 1999

         Revenues.  Net  revenues  for the three  months  ended  March 31,  2000
increased by $3.8 million, or 78%, to $8.7 million from $4.9 million for the
comparable period in 1999.

         During the three  months  ended  March 31,  2000,  refractive  products
revenues increased $3.4 million, or 78%, to $7.8 million from $4.4 million for
the comparable period in 1999. This revenue increase was primarily the result of
increased sales of the higher priced LaserScan LSX excimer laser system, an
increased level of laser system sales and the introduction of our blade and
keratome related products. During the three months ended March 31, 2000, excimer
laser system sales accounted for approximately $6.1 million in revenues compared
to $3.7 million in revenues over the same period in 1999. During the three
months ended March 31, 2000 and 1999, respectively, LaserScan LSX system sales
accounted for 100% and 76%, respectively, of total excimer laser system sales.
During the three months ended March 31, 2000, 19 laser systems were sold,
including six in the U.S., compared to 17 laser system sales over the comparable
period in 1999. Of the 17 laser systems sold in the first quarter of 1999, four
were discounted sales to existing customers.

         Net revenues from patent  services for the three months ended March 31,
2000 increased approximately $0.3 million, or 76%, to $0.7 million from $0.4
million for the comparable period in 1999, due to increased licensing fees.

         Net revenues from health care services for the three months ended March
31, 2000 increased approximately $0.1 million, or 81%, to $0.2 million from $0.1
million for the comparable period in 1999. This increase primarily resulted from
additional consulting services provided, partially attributable to the two
senior level consultants added during the third quarter of 1999.

         Cost of Revenue;  Gross  Profits.  For the three months ended March 31,
2000 and 1999, gross profit margins were 60% and 57%, respectively. The gross
margin increase during the three months ended March 31, 2000 was primarily
attributable to increased sales of the LaserScan LSX excimer laser system. These
increased sales were slightly offset by higher raw material costs relating to
the LaserScan LSX excimer laser system of $1.1 million and an increase in our
inventory obsolescence reserve of $0.4 million.

         Research, Development and Regulatory Expense. Research, development and
regulatory expenses for the three months ended March 31, 2000 increased by $0.1
million, or 20%, to $0.9 million from $0.8 million for the comparable period in
1999. We continued to develop our keratome systems, excimer laser systems and
continued to pursue protocols in our effort to attain and expand our FDA
approvals for our refractive products. As a result of a continuation of these
efforts plus the anticipated development of new technologies, we expect research
and development expenses during the remainder of 2000 to increase over levels
incurred during the first quarter of 2000. Regulatory expenses are expected to
increase as a result of our continued pursuit of FDA approval, protocols added
during 1999 related to the potential use of our laser systems for treatments
utilizing the LASIK procedure 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, 2000 increased $1.4
million, or 37%, to $5.0 million from $3.6 million for the comparable period in
1999. This increase was due to an increase in expenses incurred at our
refractive products subsidiary of approximately $1.3 million over the comparable
period in 1999. These included enhancements to the customer support and
training, quality assurance, marketing, software development, material control,
manufacturing and engineering departments of $0.6 million, higher depreciation
costs of $0.1 million, $0.3 million of legal fees related to patent issues and
litigation and $0.3 million of bad debt expense, which represented a general

                                      11
<PAGE>

increase in reserves. See "Risk Factors--Financial and Liquidity Risks--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."

         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, 2000
increased $0.5 million, or 47%, to $1.6 million from $1.1 million during the
comparable period in 1999. This increase was primarily attributable to a $0.3
million increase in sales commissions resulting from higher sales, an increase
of $0.2 million in license fees primarily resulting from the introduction of our
keratome products and an increase of $0.1 million of warranty expense primarily
related to increased laser system sales.

         Amortization  of  Intangibles.  During the three months ended March 31,
2000, costs relating to the amortization of intangible assets was $0.6 million,
approximately the same as for the comparable period in 1999. Items directly
related to the amortization of intangible assets are acquired technologies,
patents, license agreements and goodwill.

         Loss From  Operations.  The  operating  loss for the three months ended
March 31, 2000 was $3.0 million compared to the operating loss of $3.4 million
for the same period in 1999. This decrease in the loss from operations was
primarily due to the increase in sales of our LaserScan LSX excimer laser system
and an improvement in the operating gain generated by our patent services
subsidiary, partially offset by an increase in other general and administrative
expenses related to our refractive products operations.

         Other  Income and Expense.  Interest and dividend  income for the three
months ended March 31, 2000 was $0.3 million, an increase of $0.2 million over
the comparable period in 1999. 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, 2000 and 1999 was not material.

         Income Taxes.  For the three months ended March 31, 2000 and 1999,
LaserSight had no income tax expense.

         Net Loss.  Net loss for the three months ended March 31, 2000, was $2.8
million compared to a net loss of $3.3 million for the comparable period in
1999. The decrease in net loss for the three months ended March 31, 2000 can be
attributed to the increase in sales of our LaserScan LSX excimer laser system
and an improvement in the operating gain generated by our patent services
subsidiary, partially offset by an increase in other general and administrative
expenses related to our refractive products operations.

         Loss Per Share.  The loss per basic and diluted  share was $.14 for the
three months ended March 31, 2000 and $0.25 for the comparable period in 1999.
During the three months ended March 31, 2000, the weighted average shares of
common stock outstanding increased primarily due to the private placement of
common stock and the exercise of options and warrants.

Liquidity and Capital Resources

         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 securities totaling
approximately $14.8 million in 1997, $15.8 million in 1998, $8.9 million in 1999
and $13.3 million to date in 2000, and received proceeds from the exercise of
stock options and warrants of approximately $98,000 in 1997, $0.5 million in
1998, $10.4 million in 1999 and $43,000 to date in 2000. In addition, we sold


                                       12

<PAGE>

subsidiaries and various patent rights, resulting in proceeds to us of
approximately $10.5 million in 1997 and $12.7 million in 1998.  We have
principally used these capital resources to fund operating losses, working
capital requirements, capital expenditures, acquisitions and retirement of debt.
At March 31, 2000, we had an accumulated deficit of $40.9 million.

         We entered  into a $2.5  million  revolving  credit  facility  with The
Huntington National Bank in June 1999. We may borrow amounts under this credit
facility at an annual rate equal to 0.5% above the prime rate for short-term
working capital needs or for such other purposes as may be approved by
Huntington. The credit agreement with Huntington expires on June 30, 2000 and
requires us to maintain a specified liquidity level and tangible net worth
levels. At March 31, 2000, we had no outstanding borrowings under this credit
facility.

         Our  working  capital  increased  $6.1  million  from $21.6  million at
December 31, 1999 to $27.7 million as of March 31, 2000. This increase in
working capital resulted primarily from the private placements of common stock
in January and February 2000, for gross proceeds of $13.3 million, offset
primarily by cash used in operating activities of $4.5 million.

         Operating  activities  used net cash of $4.5  million  during the first
quarter of 2000, compared to $2.4 million of net cash used during the same
period in 1999, and $11.7 million during the year ended December 31, 1999. We
expect to incur a loss and a deficit in cash flow from operations for the second
quarter of 2000. There can be no assurance that we can regain or sustain
profitability or positive operating cash flow in any subsequent fiscal period.
Net cash used in investing activities of $3.1 million during the first quarter
of 2000 can be attributed primarily to the purchase of patents. As of March 31,
2000, we had no material commitments for capital expenditures and a total
commitment of $1.2 million related to our March 2000 acquisition of intellectual
property. We paid this commitment during April and May 2000. Net cash provided
from financing activities during the first quarter of 2000 of $13.2 million
resulted from the issuance of 1,346,030 shares of common stock in private
placements to five investors for gross proceeds of $13.3 million (including
$10.0 million from TLC).

         We believe  that our  existing  balances of cash and cash  equivalents,
together with our cash flows from operations, should be sufficient to fund our
anticipated working capital requirements for the next 12 months in accordance
with our current business plan. Our belief regarding future working capital
requirements is based on various factors and assumptions including the
commercial acceptance of our UltraEdge(TM) keratome blades, UniShaper(TM)
single-use keratomes, LaserScan LSX excimer laser system and UltraShaper(TM)
durable keratomes, the anticipated timely collection of receivables, and the
absence of unanticipated product development and marketing costs. These factors
and assumptions are subject to certain contingencies and uncertainties, some of
which are beyond our control. Similarly, our long-term liquidity will be
dependent on the successful entrance into the U.S. market with our laser
systems, the successful entrance into U.S. and international markets of our
keratome products, and our ability to collect our receivables on a timely basis.
We may 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. Other than the $2.5 million credit facility signed
in June 1999 with Huntington, we currently do not have any commitments for
additional financing.

                                       13
<PAGE>


Risk Factors and Uncertainties

The business,  results or operations  and financial  condition of LaserSight and
the market price of it's Common Stock may be adversely affected by a variety of
factors, including the factors listed below:

Industry and Competitive Risks

         WE CANNOT ASSURE YOU THAT OUR LASERSCAN LSX LASER SYSTEM WILL ACHIEVE
MARKET ACCEPTANCE IN THE U.S., AND OUR BUSINESS MODEL FOR SELLING OUR LASER
SYSTEM IN THE U.S. IS NEW AND UNPROVEN.

         We only  recently  received  the  Food & Drug  Administration  approval
necessary for the commercial marketing and sale of our LaserScan LSX excimer
laser system in the U.S. and commercial shipments to customers in the U.S. began
in March 2000. Our previous experience marketing and selling our LaserScan LSX
excimer laser system in the U.S. had been limited to cost-recovery sales to
refractive surgeons participating in our FDA clinical trials.

         The required  level of per  procedure  fees payable to us by refractive
surgeons may not be accepted by the marketplace or may exceed those charged by
our competitors. While we believe that gaining access to our recently-approved
scanning narrow beam laser technology justifies the required per procedure fee
levels, we cannot assure you that this business model will be accepted by a
large number of refractive surgeons. 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 does not intend to charge per procedure fees to users of
its laser systems in the U.S. and internationally.

         Successful  implementation  of this  business  model is  crucial to the
commercial launch of our LaserScan LSX laser system in the U.S. and may require
the expenditure of significant financial and other resources to create awareness
of the LaserScan LSX laser system and create demand by refractive surgeons. If
our laser system fails to achieve market acceptance in the U.S., 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.

         WE CANNOT  ASSURE YOU THAT OUR KERATOME  PRODUCTS  WILL ACHIEVE  MARKET
ACCEPTANCE, AND WE ARE SIGNIFICANTLY DEPENDENT UPON OUR MARKETING ALLIANCE WITH
BECTON DICKINSON WITH RESPECT TO THE SALE OF OUR KERATOME PRODUCTS.

         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(TM) family of keratome products only recently 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. We
anticipate the commercial launch of our UltraShaper durable keratomes during the
second quarter of 2000. We cannot assure you that there will not be
unanticipated delays in the launch of our UltraShaper durable keratome. Our
UniShaper single-use keratome is the first disposable keratome product to be
commercially marketed, and we cannot assure you that refractive surgeons,
including in particular refractive surgeons who perform a large volume of LASIK
procedures, will accept our UniShaper product as either a replacement for or a
supplement to the durable keratomes traditionally used to create corneal flaps.
Our UltraShaper durable keratome incorporates the features found in the
Automated Corneal Shaper keratome previously marketed by Bausch & Lomb 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

                                       14
<PAGE>

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 that
required to operate the Hansatome keratome product. However, we cannot assure
you that we will be successful in achieving broad market acceptance of our
UltraShaper durable keratome or our other keratome products.

         Successful  implementation  of our keratome  product sales  strategy is
significantly dependent upon our marketing and distribution alliance with Becton
Dickinson. Pursuant to our October 1999 agreement, Becton Dickinson is, subject
to limited exceptions, the exclusive distributor of our keratomes and keratome
related products in the U.S., the U.K., Ireland and Japan, and has a
non-exclusive right to distribute kits including keratome products in other
countries. While our agreement with Becton Dickinson has a five-year term, it is
subject to early termination in certain circumstances, including the failure of
Becton Dickinson to achieve minimum sales levels. If we cannot successfully
market and sell our keratome products or if our marketing and distribution
alliance with Becton Dickinson fails to benefit us as expected, 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."

         THE VISION CORRECTION  INDUSTRY CURRENTLY CONSISTS OF A FEW ESTABLISHED
PROVIDERS WITH SIGNIFICANT MARKET SHARES AND WE MAY ENCOUNTER 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,
Incorporated, the current industry leader for excimer laser system sales in the
U.S., sold laser systems which performed a significant majority of the laser
vision correction procedures performed in the U.S. in 1998 and 1999. Similarly,
Bausch & Lomb sold a significant majority of the keratomes used by refractive
surgeons in the U.S. in 1998 and 1999. Two of our other competitors, Summit
Technology, Inc. and Autonomous Technology Corporation merged in April 1999. The
merger resulted in a combined entity with enhanced market presence, technology
base and distribution capabilities and provided Summit with a narrow beam laser
technology platform which will enable Summit to compete more directly with our
narrow beam LaserScan LSX excimer laser system. In addition, as a result of the
merger, 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.

         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 Summit, each of whom received FDA
approval of excimer laser systems more than three years ago and has substantial
experience manufacturing, marketing and servicing laser systems in the U.S. In
addition to Visx, Summit, and Nidek, Bausch & Lomb recently received FDA
approval for their laser system.

         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

                                       15
<PAGE>

correction systems historically have been limited to PRK 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 only for the PRK treatment of
low to moderate nearsightedness (up to -6.0 diopters) without astigmatism using
a pulse repetition rate of 100 Hz, and its use for the treatment of higher
levels of nearsightedness (up to -10.0 diopters) is allowed only if the
refractive surgeon deems it to be reasonable. Currently, excimer laser vision
correction systems manufactured by Visx, Summit and Nidek have been approved for
higher levels of nearsightedness than the LaserScan LSX and are also approved
for the treatment of nearsightedness with astigmatism for which the LaserScan
LSX currently does not have approval. The Visx and Summit excimer laser systems
are also approved for the treatment of moderate farsightedness. In March 2000,
the FDA Ophthalmic Advisory Panel recommended approval for Summit's Ladarvision
system for farsightedness of up to +6.0 diopters and an astigmatism range of up
to -6.0 diopters. Although we have submitted applications to the FDA for
approval for the treatment of nearsightedness with astigmatism and to permit our
laser systems sold to customers in the U.S. to operate at a 200 Hz pulse rate,
if the FDA does not approve our pending and expected applications in a timely
manner or at all, our ability to compete effectively in the U.S. may be severely
impaired.

         Summit'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 of myopia (nearsightedness) with
or without astigmatism. The approvals for most of the systems are for the
correction of myopia in the range of 0 diopters to -14.0 diopters and myopia
with astigmatism generally in the range of -0.5 diopters to -5.0 diopters.
Bausch & Lomb's Technolas 217 excimer laser also recently received FDA approval
for the treatment of myopia up to -7.0 diopters with up to -3.0 diopters of
astigmatism. These laser systems are currently the only laser systems
commercially available in the U.S. with FDA approval for use in LASIK. Laser
systems manufactured by other companies approved by FDA for PRK, including
Bausch & Lomb and LaserSight, are routinely used off-label to perform
LASIK. A physician may decide, as part of the practice of medicine, to use a
medical device outside of its FDA-approved indications for an unapproved or
"off-label" use. Prior to these laser approvals, all LASIK procedures performed
in the U.S. with commercially available lasers were performed as the practice of
medicine. Competitors' receipt of LASIK-specific FDA regulatory approval could
be a significant competitive advantage which could impede our ability to
successfully introduce our LaserScan LSX system in the U.S. or discourage
physicians from using our or other manufacturers' lasers off-label. Our failure
to successfully effect our product introduction in a timely manner 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:

                                       16
<PAGE>

         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.

         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 and stability 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    possible future unfavorable publicity involving patient outcomes
              from the use of laser vision correction.

         Unfavorable side effects and potential  complications  which 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 narrow beam scanning
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 which is not typically covered by insurance
and which 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

                                       17
<PAGE>

the volume of LASIK procedures performed which would, in turn, reduce our
revenues from per procedure fees and sales of single-use products such as our
UniShaper keratome and 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 which 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, corneal rings and surgical techniques using different or
more advanced types of lasers. Two products that may become competitive within
the near term are intraocular lenses, which are pending FDA approval, and
corneal rings, which were recently 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 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 render 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,
UniShaper single-use keratome, UltraShaper durable keratome, UltraEdge keratome
blades 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.

Company and Business Risks

         WE ARE  SUBJECT  TO RISKS  AND  UNCERTAINTIES  RELATING  TO OUR  PATENT
LITIGATION WITH VISX.

         Visx  Incorporated  commenced a lawsuit in November  1999 in the United
States District Court, District of Delaware, against the Company alleging that
our LaserScan LSX laser system infringes one of Visx's U.S. patents for
equipment used in ophthalmic surgery. The LaserScan LSX is the only laser system
we are currently marketing and is the only laser system manufactured by us which
is approved for sale to U.S. customers. The suit requests, among other things,
injunctive relief, treble damages and attorneys' fees and expenses. Management
does not believe that our LaserScan LSX laser system infringes the asserted Visx
patent. However, we had agreed to a stay of such litigation to pursue license
negotiations with Visx in an effort to help facilitate commercialization of the
LaserScan LSX in the U.S. market. We withdrew from license negotiations with
Visx in February 2000, and after the stay of the litigation was lifted, we filed

                                       18
<PAGE>

suit against Visx, claiming non-infringement and invalidity of the Visx patent
and asserting that Visx infringes our TLC Patent. We also began to sell and ship
our LaserScan LSX laser systems in the U.S. during March 2000.

         We  believe  that the Visx  lawsuit  is  without  merit  and  intend to
vigorously contest it. However, if we are unsuccessful in defending this
lawsuit, we may be enjoined from manufacturing and selling our LaserScan LSX
laser system in the U.S. without a license from Visx. In addition, we may be
subject to damages for past infringement. No assurance can be given as to
whether we will be subject to such damages or, if so, the amount of damages
which we may be required to pay. In addition, such patent litigation could be
time-consuming, result in costly litigation, divert management's attention and
resources, cause product shipment delays or require us to develop non-infringing
technology or enter into license agreements in order to market our products.
Such license agreements, if required, may not be available on acceptable terms,
or at all. The outcome of patent litigation, particularly in jury trials, is
inherently uncertain, and an unfavorable outcome in the Visx litigation could
have a material adverse effect on our business, financial condition and results
of operations.

         WE WILL BE  REQUIRED  TO  SIGNIFICANTLY  EXPAND OUR U.S.  MANUFACTURING
OPERATIONS TO MEET OUR BUSINESS PLAN AND MUST COMPLY WITH  STRINGENT  REGULATION
OF OUR MANUFACTURING OPERATIONS.

         We intend to  manufacture  our  LaserScan LSX laser systems for sale in
the U.S. at our manufacturing facility in Winter Park, Florida, and to continue
to manufacture our laser systems for sale in international markets at our
manufacturing facility in Costa Rica. Our U.S. personnel have limited experience
manufacturing laser systems. We cannot, therefore, assure you that we will not
encounter difficulties in scaling up production of our laser systems at our
Florida facility, including problems involving production delays, quality
control or assurance, component supply and lack of qualified personnel. In
addition, we intend to move our U.S. manufacturing operations to another
location leased by us in Winter Park, Florida, which could result in
unanticipated problems and production delays. Any products manufactured or
distributed by us pursuant to FDA clearances or approvals are subject to
extensive regulation by the FDA, including recordkeeping 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
of which could have a material adverse effect on our business, 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.

         In  addition  to the risk that the  UniShaper  single-use  keratome  or
UltraShaper durable keratome will not be accepted in the marketplace, we are
required to make certain minimum payments to the licensor under our keratome
limited exclusive license agreement, unless the January 2000 amendment, as
described below, is triggered by May 31, 2000. Under the original agreement, we
are required to provide an excimer laser system and pay a total of $300,000 to
the licensor in two equal installments due six and 12 months after the date of
our receipt of the production molds for the UniShaper product. We provided the
laser system to the licensor during the quarter ended June 30, 1998, and we
received the molds in October 1999. We shipped the first UniShaper single-use
keratome in December 1999. In addition, beginning seven months after the first
commercial shipment, we will be required to make royalty payments equal to 50%
of our defined gross profits from the sale of our UniShaper and UltraShaper
keratomes, with a minimum royalty of $400,000 per calendar quarter for a period
of eight quarters. As a result of our obligations under this license
arrangement, the minimum royalty payments we are required to make to the
licensor may exceed our gross profits from sales of our UniShaper and
UltraShaper keratome products. On January 18, 2000, the Company entered into a

                                       19
<PAGE>

first amendment to a license and royalty agreement related to certain keratome
related products. Under the terms of the amendment 555,552 shares of Common
Stock were placed in escrow and are included in common shares issued and
outstanding on that date. If we raise equity capital totaling $15 million from
January 18, 2000 to May 31, 2000, or we otherwise elect in our sole discretion
to proceed with the amendment, the shares will be released from escrow and we
will be obligated to pay $7.6 million in cash within the next six months.
Otherwise, the shares will be returned to the Company. To date, we have raised
equity capital totaling $13.25 million. In addition, the Company paid the
licensors $200,000 upon execution of the amendment and $200,000 on April 1,
2000. The amendment eliminates the restriction on the Company manufacturing,
marketing and selling other keratomes, but the sale of such other keratomes is
included in the gross profit to be shared with the licensors. The licensor's
share of the gross profit, as defined in the agreement, will be 50% if the
amendment is not triggered or 10% if the amendment is triggered. The Company
agreed to pay the costs of the UniShaper final production molds.

         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 and keratome  products are subject to strict
governmental regulations which 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. 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 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 narrow-beam scanning 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

                                       20
<PAGE>

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 "--We are subject to risks and uncertainties
relating to our patent litigation with Visx."

         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.

         We are  currently  involved in patent  litigation  with Visx,  and such
allegations are common in our industry. In 1992, Summit and Visx formed a U.S.
partnership, Pillar Point Partners, to pool certain of their patents related to
corneal sculpting technologies. As part of their agreement to dissolve Pillar
Point in June 1998, Summit and Visx granted each other a worldwide, royalty free
cross-license whereby each party has full rights to license for use with its own
systems all existing patents owned by either company relating to laser vision
correction. In connection with our March 1996 settlement of litigation with
Pillar Point regarding alleged infringement by our lasers of certain U.S. and
foreign patents, we entered into a license agreement with Visx covering various
foreign patents and patent applications pursuant to which we pay royalties to
Visx and agreed to notify Visx before we began manufacturing and selling our
laser systems in the U.S.

         While we do not believe our laser systems or keratome products infringe
any valid and enforceable patents held by Visx, Summit or any other person, Visx
has asserted that we infringe their intellectual property, and 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
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. See "--We are
subject to risks and uncertainties relating to our patent litigation with Visx."

                                       21
<PAGE>

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

         Our international sales accounted for 65% and 72% of our total revenues
during the three months and year ended March 31, 2000 and December 31, 1999,
respectively. In the future, we expect that sales to international accounts will
represent a lower percentage of our total sales as a result of our recent
regulatory approval to market our LaserScan LSX laser system in the U.S., the
anticipated commercial launch of our UltraShaper durable keratome in the second
quarter of 2000, and the recent commercial launch of our UltraEdge keratome
blades and our UniShaper single-use keratome. The majority of our international
revenues for the three months ended March 31, 2000 were from customers in Korea,
Italy, and Mexico, and for the year ended December 31, 1999 were from customers
in Canada, Mexico, Spain, Italy, Belgium and France.

         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. For example, all of our keratome blades are manufactured exclusively by
Becton Dickinson pursuant to our agreement with them, and all of our UniShaper
single-use keratome products are manufactured exclusively by Frantz Medical
Development Ltd. pursuant to our agreement with them. We do not have written
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 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.

                                       22
<PAGE>

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

         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 the loss of per
procedure fees.

         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.

         As we commercially launch our laser system and keratome products in the
U.S., we will need to continue to implement and expand our operational, sales
and marketing, financial and management resources and controls. While to date we
have not experienced problems recruiting or retaining the personnel necessary to
expand our business, we cannot assure you that we will not have such problems in
the future. If we fail to attract and retain qualified individuals for necessary
positions, and if we are unable to effectively manage growth in our domestic or
international operations, it could have a material adverse effect on our
business, financial condition and results of operations.

         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.

Financial and Liquidity Risks

         WE HAVE EXPERIENCED SIGNIFICANT LOSSES AND OPERATING CASH FLOW DEFICITS
AND WE EXPECT THAT OPERATING CASH FLOW DEFICITS WILL CONTINUE THROUGH AT LEAST
THE SECOND QUARTER OF 2000.

         We  experienced  significant  net losses and deficits in cash flow from
operations for the years ended December 31, 1999 and 1998 and the three months
ended March 31, 2000, 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.

                                       23
<PAGE>
<TABLE>
<CAPTION>

                                            Year Ended December 31,               Three Months Ended
                                            -----------------------               ------------------
                                          1998                     1999             March 31, 2000
                                          ----                     ----             --------------
<S>                                  <C>                      <C>                    <C>
Net Loss...................          $ 11.9 million           $ 14.4 million         $2.8 million
Deficit in Cash Flow from
   Operations..............          $ 14.3 million           $ 11.7 million         $4.5 million

</TABLE>

         As of March 31, 2000, we had an accumulated deficit of $40.9 million.

         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 $4.4 million at March 31, 2000, will
be sufficient to cover the amount of our actual write-offs over time. At March
31, 2000, our net trade accounts and notes receivable totaled approximately
$16.7 million, and accrued commissions, the payment of which generally depends
on the collection of such net trade accounts and notes receivable, totaled
approximately $2.3 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 customer's 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, 2000, we had extended the original  payment terms of laser
customer accounts totaling approximately $1.4 million by periods ranging from 12
to 60 months. Such restructured receivables represent approximately 6% 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.

         WE COULD REQUIRE  ADDITIONAL  FINANCING WHICH MIGHT NOT BE AVAILABLE IF
WE NEED IT.

         During  the  three  months  ended  March  31,  2000 and the year  ended
December 31, 1999, we experienced deficits in cash flow from operations of $4.5
million and $11.7 million, respectively. We believe that the proceeds from our
January 2000 private placement of common stock, together with our existing
balances of cash and cash equivalents and our cash flows from operations, should
be sufficient to fund our anticipated working capital requirements for the next


                                       24
<PAGE>

12 months in accordance with our current business plan. Our belief regarding
future working capital requirements is based on various factors and assumptions
including the commercial acceptance of our LaserScan LSX excimer laser system,
our UltraEdge keratome blades and our UniShaper single-use keratomes, the
successful validity testing and subsequent commercial acceptance of our
UltraShaper durable keratome, the anticipated timely collection of receivables,
and the absence of unanticipated product development and marketing costs. These
factors and assumptions are subject to certain contingencies and uncertainties,
some of which are beyond our control. If we do not collect a material portion of
current receivables in a timely manner, or experience less market demand for our
products than we anticipate, our liquidity could be materially and adversely
affected.

         We cannot be certain  that we will not 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. Other than the
$2.5 million credit facility signed in June 1999 with Huntington, which expires
in June 2000, we currently do not have any commitments for additional financing.
We cannot be certain that additional financing will be available in the future
to the extent required or that, if available, it will be on commercially
acceptable terms. If we raise additional funds by issuing equity or convertible
debt securities, the terms of the new securities could have rights, preferences
and privileges senior to those of our common stock. If we raise additional funds
through debt financing, the terms of the debt could require a substantial
portion of our cash flow from operations to be dedicated to the payment of
principal and interest and may render us more vulnerable to competitive
pressures and economic downturns.

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 to fluctuate
include:

         o    timing of regulatory approvals and the introduction or delays in
              shipment of new products;
         o    reductions, cancellations or fulfillment of major orders;
         o    the addition or loss of significant customers;
         o    the relative mix of our business;
         o    changes in pricing by us or our competitors;
         o    costs related to expansion of our business; and
         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.

         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

                                       25
<PAGE>

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 20,303,663 shares of common stock
outstanding at May 12, 2000 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 which we may issue in the future in  connection
with acquisitions or 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 eight million 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.

         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
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.

                                       26
<PAGE>
Acquisition Risks

         PAST  AND  POSSIBLE  FUTURE  ACQUISITIONS  THAT  ARE  NOT  SUCCESSFULLY
INTEGRATED WITH OUR EXISTING OPERATIONS MAY ADVERSELY AFFECT OUR BUSINESS.

         We have made several significant acquisitions since 1994, and we may in
the future selectively pursue strategic acquisitions of, investments in, or
enter into joint ventures or other strategic alliances with, companies whose
business or technology complement our business. We may not be able to identify
suitable candidates to acquire or enter into joint ventures or other
arrangements with entities, and we may not be able to obtain financing on
satisfactory terms for such activities. In addition, we could have difficulty
assimilating the personnel, technology and operations of any acquired companies,
which could prevent us from realizing expected synergies, and may incur
unanticipated liabilities and contingencies. This could disrupt our ongoing
business and distract our management and other resources.

         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, 2000,  approximately $17.4 million, or
27%, were goodwill or other intangible assets. Any reduction in net income or
increase in net loss resulting from the amortization of goodwill and other
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 SFAS 121, 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. We continue to assess the current results
and future prospects of MRF, Inc., d/b/a The Farris Group (TFG), our subsidiary
which provides health care and vision care consulting services, in view of the
substantial reduction in the subsidiary's operating results in 1997. Though
TFG's operating results improved in 1998 when compared to 1997, operating losses
similar to those incurred during the first half of 1998 continued during 1999.
In 1999, two senior consultants joined who are expected to develop new business
and help lead TFG towards financial improvement during 2000. The first quarter
of 2000 reflected financial improvement over 1999. If TFG is unsuccessful in
continuing to improve its financial performance, some or all of the carrying
amount of goodwill recorded, $3.4 million at March 31, 2000, may be subject to
an impairment adjustment.

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,
2000, we had approximately $16.1 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.

                                       27
<PAGE>



                           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, 1999.

ITEM 2   CHANGES IN SECURITIES

         a)   Not applicable.

         b)   In connection with the January 2000 private  placements of
              Common Stock described below, LaserSight amended its
              Stockholder Rights Agreement to provide, among other
              things, that no person shall become an Acquiring Person
              (as defined in the Rights Agreement) as the result of an
              acquisition of LaserSight securities in such private
              placement. Reference is made to the Form 8-K filed with
              the SEC on February 8, 2000, for more detailed information
              regarding the Amendment to the Rights Agreement.

         c)   During the first quarter ended March 31, 2000, the Company sold
              the following unregistered securities:

              1)  In January 2000,  LaserSight issued 555,552 shares of
                  Common Stock to Luis A. Ruiz, M.D. and Sergio Lenchig
                  as consideration for an amendment to a license
                  agreement. The shares will be returned to LaserSight
                  if the amendment is not triggered by May 31, 2000.
                  Reference is made to the First amendment to License
                  and Royalty Agreement dated as of January 18, 2000
                  filed as an exhibit to Form 10-K for the year ended
                  December 31, 1999, for more detailed information
                  regarding this amendment.

              2)  In  January  and  February  2000,  LaserSight  closed
                  transactions for the sale of 1,346,030 shares of
                  Common Stock to a total of five investors, including
                  TLC, in exchange for the Company receiving $13.25
                  million in cash. Reference is made to the Securities
                  Purchase Agreements filed as exhibits to LaserSight's
                  Form 8-K filed with the SEC on February 8, 2000, and
                  Form 10-K for the year ended December 31, 1999, for
                  more detailed information regarding these private
                  placements.

              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.


                                       28
<PAGE>


ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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, 10.16, 10.22, 10.25, 10.26, 10.30
         and 10.31 and 10.56.

3.1      Certificate of  Incorporation,  as amended  (incorporated  by reference
         to Exhibit 1 of Form 8-A/A  (Amendment No. 4) filed by the Company on
         June 25, 1998*).

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*).

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*).

4.1      See Exhibits 3.1, 3.2, 3.3, 3.4, 3.5, 10.19, 10.23, 10.28, 10.29,
         10.36, 10.37, 10.38, 10.39, 10.46, 10.48, 10.49, 10.50, 10.51, 10.52,
         10.53, 10.54 and 10.55.

                                       29
<PAGE>


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     LaserSight Incorporated 1995 Stock Option Plan (filed as Exhibit 10.5
         to the Company's Form 10-Q for the quarter ended September 30, 1995*).

10.9     Modified  Promissory  Note  between  LaserSight  Incorporated,
         EuroPacific  Securities  Services,  GmbH  and Co. KG and Wolf Wiese
         (filed as Exhibit 10.6 to the  Company's  Form 10-Q for the quarter
         ended September 30, 1995*).

10.10    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*).

10.11    LaserSight Incorporated Amended and Restated 1996 Equity Incentive Plan
         (filed as Exhibit 10.12 to the Company's Form 10-Q/A for the quarter
         ended June 30, 1998*).

10.12    LaserSight Incorporated Amended and Restated Non-Employee Directors
         Stock Option Plan (filed as Exhibit B to the Company's definitive proxy
         statement dated May 19, 1997*).

10.13    Agreement dated September 18, 1996 between David T. Pieroni and
         LaserSight Incorporated (filed as Exhibit 10.35 to the Company's Form
         10-K for the year ended December 31, 1996*).

10.14    Agreement dated January 1, 1997, between International Business
         Machines Corporation and LaserSight Incorporated (filed as Exhibit
         10.37 to the Company's Form 10-K for the year ended December 31,
         1996*).

                                       30
<PAGE>

10.15    Addendum   dated   March   7,   1997  to   Agreement   between
         International  Business  Machines  Corporation  and LaserSight
         Incorporated  (filed as Exhibit  10.38 to the  Company's  Form 10-K for
         the year ended December 31, 1996*).

10.16    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*).

10.17    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's Form 8-K filed
         on March 27, 1997*).

10.18    Employment Agreement dated September 16, 1996 by and between LaserSight
         Incorporated and Richard L. Stensrud (filed as Exhibit 10.41 to the
         Company's Form 10-Q filed on May 9, 1997*).

10.19    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*).

10.20    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*).

10.21    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*).

10.22    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*).

10.23    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*).

10.24    Independent Contractor Agreement by and between Byron Santos, M.D. and
         LaserSight Technologies, Inc. (filed as Exhibit 10.42 to the Company's
         Form 10-Q filed on November 14, 1997*).

10.25    Stock Purchase Agreement, dated December 30, 1997, by and among
         LaserSight Incorporated, LSI Acquisition, Inc., MEC Health Care, Inc.
         and Vision Twenty-One, Inc. (filed as Exhibit 2.(i) to the Company's
         Form 8-K filed on January 14, 1998*).

10.26    Stock Distribution Agreement, dated December 30, 1997, by and among
         LaserSight Incorporated, LSI Acquisition, Inc., MEC Health Care, Inc.
         and Vision Twenty-One, Inc. (filed as Exhibit 2.(ii) to the Company's
         Form 8-K filed on January 14, 1998*).

                                       31
<PAGE>

10.27    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*).

10.28    Securities Purchase Agreement, dated June 5, 1998, by and between
         LaserSight Incorporated and TLC The Laser Center, Inc. (filed as
         Exhibit 99.1 to the Company's Form 8-K filed on June 25, 1998*).

10.29    Securities  Purchase  Agreement,  dated June 12, 1998,  by and
         between  LaserSight  Incorporated  and Pequot  Funds (filed as Exhibit
         99.5 to the  Company's  Form  8-K  filed  on June 25, 1998*).

10.30    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*).

10.31    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*).

10.32    Purchase  Agreement,  dated June 9, 1997,  by and between  LaserSight
         Technologies,  Inc. and TUI  Lasertechnik  Und  Laserintegration  GmbH
         (filed as Exhibit  10.1 to the  Company's  Form S-3,  Pre-Effective
         Amendment  No. 1 filed on February 1, 1999*).

10.33    License and Royalty Agreement, dated September 10, 1997, by and between
         LaserSight Technologies, Inc. and Luis A. Ruiz, M.D. and Sergio Lenchig
         (filed as Exhibit 10.2 to the Company's Form S-3, Pre-Effective
         Amendment No. 1 filed on February 1, 1999*).

10.34    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*).

10.35    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*).

10.36    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*).

10.37    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*).

10.38    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*).

                                       32
<PAGE>

10.39    Revolving Credit Agreement, dated June 29, 1999, by and between
         LaserSight Incorporated and The Huntington National Bank (filed as
         Exhibit 10.39 to the Company's Form 10-Q filed on August 11, 1999*).

10.40    Manufacturing and Marketing Agreement, and Addendum thereto, dated May
         14, 1999, by and between LaserSight Technologies, Inc. and Becton,
         Dickinson and Company (filed as Exhibit 10.40 to the Company's Form
         10-Q filed on August 11, 1999*)**.

10.41    First Amendment to Manufacturing and Marketing Agreement, dated October
         23, 1999, by and between LaserSight Technologies, Inc. and Becton,
         Dickinson and Company (filed as Exhibit 10.1 to the Company's 8-K,
         filed on October 27, 1999*)**.

10.42    Distribution Agreement, dated October 23, 1999, by and between
         LaserSight Technologies, Inc. and Becton, Dickinson and Company (filed
         as Exhibit 10.2 to the Company's 8-K, filed on October 27, 1999*)**.

10.43    Employment Agreement, by and between LaserSight Technologies, Inc. and
         J. Richard Crowley, dated as of July 3, 1997 filed as Exhibit 10.43 to
         the Company's Form 10-Q filed on November 15, 1999*).

10.44    Employment Agreement, by and between LaserSight Incorporated and
         Michael P. Dayton, dated November 10, 1998 (filed as Exhibit 10.44 to
         the Company's Form 10-Q filed on November 15, 1999*).

10.45    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*).

10.46    Technology Development and License Agreement, dated October 23, 1999,
         by and between LaserSight Technologies, Inc. and Quadrivium, L.L.C.
         (filed as Exhibit 10.46 to the Company's Form 10-Q filed on November
         15, 1999*).

10.47    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*).

10.48    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*).

10.49    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*).

10.50    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*).

10.51    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*).

                                       33
<PAGE>


10.52    First  Amendment to License and Royalty  Agreement dated as of January
         18, 2000 by and between LaserSight Technologies, Inc., Luis A. Ruiz,
         M.D. and Sergio Lenchig (filed as Exhibit 10.52 to the Company's Form
         10-K filed on March 30, 2000*).

10.53    Registration  Rights Agreement dated as of January 18, 2000 by and
         between  LaserSight  Incorporated,  Luis A. Ruiz, M.D. and Sergio
         Lenchig (filed as Exhibit 10.53 to the Company's Form 10-K filed on
         March 30, 2000*).

10.54    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*).

10.55    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*).

10.56    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*).

10.57    Employment Agreement, by and between LaserSight Technologies, Inc and
         Donald M. Litscher dated February 23, 2000.

10.58    Employment Agreement, by and between LaserSight Technologies, Inc. and
         L. Stephen Dalton dated March 6, 2000.

11       Statement of Computation of Loss Per Share

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

27       Financial Data Schedule

         b)   Reports on Form 8-K

         On February 8, 2000, we filed a Current Report on Form 8-K
         including a press release describing our private placement on
         January 31, 2000, and an update of patent - related litigation.


---------------------------
*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.

                                       34
<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 12, 2000                            By:    /s/ Michael R. Farris
                                                     ---------------------------
                                                      Michael R. Farris,
                                                      Chief Executive Officer




Dated: May 12, 2000                            By:    /s/ Gregory L. Wilson
                                                     --------------------------
                                                      Gregory L. Wilson,
                                                      Chief Financial Officer