LaserSight Incorporated
                           1996 Equity Incentive Plan
                  (as amended and restated as of March 2, 2000)


         Introduction.  The LaserSight  Incorporated  1996 Equity Incentive Plan
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(the "Plan"), as established by LaserSight Incorporated, a Delaware corporation
(the "Company"), effective as of January 19, 1996, as amended and restated as of
April 29, 1998, as further amended and restated as of April 29, 1999 and as
further amended and restated effective March 2, 2000 (as so amended and
restated, the "Plan"), subject to the approval of the holders of a majority of
the shares of the Company's outstanding common stock and preferred stock present
or represented and entitled to vote at the Company's 2000 annual meeting of
stockholders.

         1. Purpose.  The Plan is intended to allow employees and consultants to
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acquire or increase equity ownership in the LaserSight, thereby strengthening
their commitment to the success of the Company and stimulating their efforts on
behalf of the Company, and to assist the Company in attracting new employees and
retaining existing employees.

         2. Definitions. The terms set forth below have the following meanings
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(such meanings to be applicable to both the singular and plural forms):

            (a)   "Award"  means  options,   including   incentive   stock
options, Restricted Shares, Bonus Shares, stock appreciation rights ("SARs"),
limited stock appreciation rights ("LSARs"), or performance shares granted under
the Plan.

            (b)   "Award Agreement" means the written agreement by which an
Award shall be evidenced.

            (c)   "Board" means the Board of Directors of LaserSight.

            (d)   "Bonus  Shares" means shares of Stock that are awarded to a
Grantee without cost (other than a payment of the Minimum Consideration,  if
applicable) and without  restrictions in recognition of past  performance or as
an incentive to become an employee of the Company.

            (e)   "Cause"  means a Grantee's  commission  of a crime  which, in
the judgment of the Committee, is likely to result in material injury to the
Company; the material violation by the Grantee of written policies of the
Company; the habitual neglect by the Grantee in the performance of his or her
duties to the Company; or the action or inaction in connection with his or her
duties to the Company resulting, in the judgment of the Committee, in a material
injury to the Company.

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           (f)    "Change of Control" means any one or more of the following:

                  (i)   the  acquisition  or  holding  by any person, entity  or
         "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934
         Act, other than by the Company or any employee benefit plan of the
         Company, of beneficial ownership (within the meaning of SEC Rule 13d-3
         under the 1934 Act) of 25% or more of the then-outstanding Stock;
         provided, however, that no Change of Control shall occur solely by
         reason of any such acquisition by a corporation with respect to which,
         after such acquisition, more than 60% of the then-outstanding common
         shares of such corporation are then beneficially owned, directly or
         indirectly, by the persons who were the beneficial owners of the Stock
         immediately before such acquisition in substantially the same
         proportions as their respective ownership, immediately before such
         acquisition, of the then-outstanding Stock; or

                  (ii)  individuals who, as of the Effective Date, constitute
         the Board (the "Incumbent Board") cease for any reason to constitute at
         least a majority of the Board; provided that any individual who becomes
         a director after the Effective Date whose election or nomination for
         election by the stockholders of LaserSight was approved by at least a
         majority of the Incumbent Board (other than an election or nomination
         of an individual whose initial assumption of office is in connection
         with an actual or threatened election contest (as such terms are used
         in SEC Rule 14a-11 under the 1934 Act) relating to the election of the
         directors of LaserSight ) shall be deemed to be a member of the
         Incumbent Board; or

                  (iii) approval by the  stockholders  of  LaserSight  of (A) a
         merger, reorganization or consolidation ("Transaction") with respect to
         which persons who were the respective beneficial owners of the Stock
         immediately before the Transaction do not, immediately thereafter,
         beneficially own, directly or indirectly, more than 60% of the
         then-outstanding common shares of the corporation resulting from the
         Transaction, (B) a liquidation or dissolution of LaserSight or (C) the
         sale or other disposition of all or substantially all of the assets of
         LaserSight.

         Notwithstanding  the  foregoing,  a Change of  Control  not occur  with
respect to any executive officer of the Company who is, by agreement or
understanding (written or otherwise), a participant on his or her own behalf in
a transaction which causes the Change of Control to occur.

           (g)    "Change of Control Value" means the Fair Market Value of a
share of Stock on the date of a Change of Control.

           (h)    "Code" means the Internal  Revenue  Code of 1986,  as amended,
and regulations and rulings  thereunder.  References to a particular  section of
the Code include references to successor provisions.

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           (i)    "Committee" means the committee of the Board appointed
pursuant to Section 4(a).

           (j)    "Company" -- see the introductory paragraph.

           (k)    "Disability"  means,  for purposes of the exercise of an
incentive stock option after termination of employment, a disability within the
meaning of Section 22(e)(3) of the Code, and for all other purposes, a mental or
physical condition which, in the judgment of the Committee, renders a Grantee
unable to carry out the job responsibilities which such Grantee held or the
tasks to which such Grantee was assigned at the time the disability was
incurred, and which condition is expected to be permanent or for an indefinite
duration exceeding one year.

           (l)    "Disqualifying Disposition" -- see Section 6(c)(vi);

           (m)    "Effective Date" means January 19, 1996;

           (n)    "Eligible Employee" means any employee (including any officer)
or consultant of the Company;

           (o)    "Fair Market Value" of an equity security as of any date
means:

                  (i)   if  the  security  is  listed  on a  national securities
exchange or The NASDAQ Stock Market, the closing price, regular way, of the
security as reported on the consolidated transaction reporting system applicable
to such security, or if no such reported sale of the security have occurred on
such date, on the next preceding date on which there was such a reported sale,
or

                  (ii)  if the  security  is not listed on a national securities
exchange or The NASDAQ Stock Market, but is listed on The NASDAQ SmallCap
Market, the average of the closing bid and asked prices, regular way, on The
NASDAQ SmallCap Market or, if no such prices have been so reported for such
date, on the latest preceding date for which such prices were so reported, or

                  (iii) if the  security is not listed on a national  securities
exchange, The NASDAQ Stock Market or The NASDAQ SmallCap Market, the fair market
value of the security as determined in good faith by the Committee by whatever
means or method as it, in the good faith exercise of its discretion, shall at
such time deem appropriate.

           (p)    "Grant Date" -- see Section 6(a)(i).

           (q)    "Grantee" means an individual who has been granted an Award.

           (r)    "Immediate  Family" means, with respect to a particular
Grantee, such Grantee's spouse, children and grandchildren.

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           (s)    "including" or "includes" means "including, without
limitation," or "includes, without limitation", respectively.

           (t)    "LaserSight" -- see the introductory paragraph.

           (u)    "LSARs" -- see Section 2(a).

           (v)    "Mature  Shares" means shares of Stock for which the holder
thereof has good title, free and clear of all liens and encumbrances, and
which such holder either (i) has held for at least six months or (ii) has
purchased on the open market.

           (w)    "Minimum Consideration" means $.001 per share of Stock or such
other amount that is from time to time considered to be capital for purposes of
Section 154 of the Delaware General Corporation Law.

           (x)    "1934 Act" means the Securities Exchange Act of 1934.
References to a  particular  section of, or rule under, the 1934 Act include
references to successor provisions.

           (y)    "Option Price" means the per share exercise price of an
option.

           (z)    "Performance Percentage" -- see Section 6(f)(i)(C).

           (aa)   "Performance Period" -- see Section 6(f)(i)(B).

           (ab)   "Plan" -- see the introductory paragraph.

           (ac)   "Restricted  Shares" means shares of  Stock  that are that are
nontransferable and subject to forfeiture if the Grantee does not satisfy the
conditions specified in the Award Agreement applicable to such shares. Such
shares shall cease to be Restricted Shares to the extent that such conditions
are satisfied.

           (ad)   "Retirement" means a termination of employment with the
Company other than for Cause at any time after attaining age 65.

           (ae)   "Rule  16b-3" means SEC Rule 16b-3 under the 1934 Act, as such
Rule may be amended from time to time.

           (af)   "SEC" means the Securities and Exchange Commission.

           (ag)   "Section  16 Person"  means a person who is subject to
potential liability under Section 16(b)of the 1934 Act with respect to
transactions in equity securities of LaserSight.

           (ah)   "Stock" means the common stock, $.001 par value, of
LaserSight.

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           (ai)   "Strike Price" -- see Section 6(d)(ii).

           (aj)   "Subsidiary" means, for purposes of grants of incentive  stock
options, a corporation as defined in Section 424(f) of the Code (with LaserSight
being treated as the employer corporation for purposes of this definition) and,
for all other purposes, a United States or foreign corporation with respect to
which LaserSight owns, directly or indirectly, 50% or more of the
then-outstanding common stock.

           (ak)   "10% Owner" means a person who owns capital stock (including
stock treated as owned under Section 424(d) of the Code) possessing more than
10% of the total combined voting power of all classes of capital stock of
LaserSight or any Subsidiary.

           (al)   "Term"  means the period  beginning on the Grant Date of an
option or SAR and ending on the expiration date of such option or SAR, as
specified in the applicable Award Agreement and as may, in the discretion of the
Committee and consistently with the provisions of the Plan, be extended at any
time or from time to time prior to the expiration date of such option or SAR
then in effect.

         3. Scope of the Plan. The aggregate number of shares of Stock
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available under the Plan for grants of Awards (including shares of Stock
underlying SARs) is 3,750,000 shares; provided that no more than 750,000 shares
of Stock in the aggregate are available for the grant of Restricted Shares and
Bonus Shares under the Plan. Shares of Stock awarded under the Plan may be
treasury shares or newly-issued shares. If and to the extent an Award expires or
terminates for any reason without having been exercised in full (including a
cancellation and regrant of an option), or shall be forfeited, the shares of
Stock or number of SARs associated with such Award shall again become available
for other Awards.

         4. Administration.
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            (a)   Subject  to Section  4(b),  the Plan  shall be  administered
by a committee ("Committee") consisting of not less than two directors of
LaserSight who qualify as "outside directors" for purposes of the regulations
under Code Section 162(m) and satisfy the conditions of Rule 16b-3. Membership
on the Committee shall from time to time be increased or decreased and shall be
subject to such conditions, in each case as the Board deems appropriate to
permit transactions in Stock pursuant to the Plan to satisfy such conditions of
Rule 16b-3 and Code Section 162(m).

           (b)    The Board may reserve to itself or delegate to another
committee of the Board any or all of the authority of the Committee with respect
to Awards to Grantees who are not Section 16 Persons at the time any such
delegated authority is exercised. Such other committee may consist of two or
more directors who may, but need not be, officers or employees of the Company.
To the extent that the Board has reserved to itself or delegated to such other
committee the authority of the Committee, all references to the Committee in the
Plan shall be to the Board or such other committee.

<PAGE>


           (c)    Subject to the express provisions of the Plan, the Committee
has full and final authority and discretion as follows:

                  (i)   to determine the terms and conditions applicable to each
         Award, and whether or not specific Awards shall be identified with
         other specific Awards, and if so whether they shall be exercisable
         cumulatively with, or alternatively to, such other specific Awards;

                  (ii)  to interpret the Plan and to make, amend and rescind all
         rules and determinations necessary or advisable for the administration
         of the Plan, including rules with respect to the treatment of Awards
         upon the termination of employment of a Grantee;

                  (iii) to determine the provisions of all Award Agreements
         (which need not be identical) and, with the consent of the Grantee, to
         amend any such Award Agreement at any time; provided that the consent
         of the Grantee shall not be required for any amendment which (A) does
         not adversely affect the rights of the Grantee, or (B) is necessary or
         advisable (as determined by the Committee) to carry out the purpose of
         the Award as a result of any new or change in existing applicable law;

                  (iv)  to accelerate the exercisability (including
         exercisability within a period of less than one year after the Grant
         Date) of, and to accelerate or waive any or all of the terms and
         conditions applicable to, any Award or any group of Awards for any
         reason and at any time, including in connection with a termination of
         employment (other than for Cause);

                  (v)   subject to Section 6(a)(ii) and 6(c)(ii), to extend the
         time during which any Award or group of Awards may be exercised; and

                  (vi)  to make such adjustments or modifications to Awards to
         Grantees working outside the United States as are advisable to fulfill
         the purposes of the Plan.

         The determination of the Committee on all matters relating to the Plan
or any Award or Award Agreement shall be final. No member of the Committee shall
be liable for any action or determination made in good faith with respect to the
Plan or any Award.

         5. Eligibility.  The Committee may in its discretion  grant Awards to
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any Eligible Employee, whether or not he or she has previously received an
Award.

         6. Conditions to Grants.
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            (a)   General Conditions.

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                  (i)   The Grant Date of an Award shall be the date on which
the Committee grants the Award or such later date as specified in advance by
the Committee.

                  (ii)  Any  provision  of the Plan to the  contrary
notwithstanding,  the Term of an Award shall under no circumstances extend more
than 10 years after the Grant Date of such Award, and shall be subject to
earlier termination as herein provided.

                  (iii) To the extent not set forth in the Plan,  the terms and
conditions of each Award shall be set forth in an Award Agreement.

            (b)   Grant of Options.

                  (i)   No later than the Grant Date of any option,  the
Committee shall determine the Option Price of such option.  The Option  Price of
an option  shall not be less than 100% of the Fair Market Value of the Stock on
the Grant Date. An option shall be exercisable for Stock unless the Award
Agreement  provides that it is exercisable for Restricted Shares.

                  (ii)  The Committee may, in its  discretion,  permit an
employee to elect, before earning compensation, to be granted an Award in lieu
of receiving such compensation; provided that, in the judgment of the Committee,
the value of such Award on the Grant Date equals the amount of compensation
foregone by such employee.

                  (iii) The number of shares for which  options  may be granted
to any Grantee in any calendar year shall not exceed 750,000.

            (c)   Grant of  Incentive  Stock  Options.  At the time of the
grant of any option,  the Committee may in its  discretion  designate  that such
option shall be made subject to additional  restrictions to permit it to qualify
as an  "incentive  stock option"  under the  requirements  of Section 422 of the
Code. Any option designated as an incentive stock option:

                  (i)   shall, if granted to a 10% Owner,  have an Option Price
not less than 110% of the Fair Market Value of the Stock on the Grant Date;

                  (ii)  shall be for a period of not more than 10 years (five
years if the  Grantee is a 10% Owner)from the Grant Date, and shall be subject
to earlier termination as provided herein or in the applicable Award Agreement;

                  (iii) shall not have an aggregate Fair Market Value
(determined for each incentive stock option at its Grant Date) of Stock with
respect to which incentive stock options are exercisable for the first time
by such Grantee during any calendar year (under the Plan and any other employee
stock option plan of the Grantee's employer or any parent or Subsidiary thereof
("Other Plans")), determined in accordance with the provisions of Section 422 of
the Code, which exceeds $100,000 (the "$100,000 Limit");

<PAGE>

                  (iv)  shall,  if the aggregate Fair Market Value of Stock
(determined on the Grant Date) with respect to the portion of such grant which
is exercisable for the first time during any calendar year ("Current Grant")
and all incentive stock options previously granted under the Plan and any
Other Plans which are exercisable for the first time during a calendar year
("Prior Grants") would exceed the $100,000 Limit, be exercisable as follows:

                        (A)  the  portion  of the  Current  Grant  which  would,
when  added to any Prior Grants, be exercisable with respect to Stock which
would have an  aggregate Fair Market Value (determined as of the respective
Grant Date for such options) in excess of the $100,000 Limit shall,
notwithstanding  the terms of the Current Grant, be exercisable for the first
time by the Grantee in the first subsequent calendar year or years in which it
could be exercisable for the first time by the Grantee when added to all Prior
Grants without exceeding the $100,000 Limit; and

                        (B)  if,  viewed as of the date of the Current  Grant,
any portion of a Current Grant could not be exercised under the preceding
provisions of this Section during any calendar year commencing with the calendar
year in which it is first exercisable through and including the last calendar
year in which it may by its terms be exercised, such portion of the Current
Grant shall not be an incentive stock option, but shall be exercisable as a
separate  option at such date or dates as are provided in the Current Grant;

                  (v)   shall be granted  within 10 years from the  earlier of
the date the Plan is adopted or the date the Plan is approved by the
stockholders of LaserSight;

                  (vi)  shall require the Grantee to notify the Committee
of any disposition of any Stock delivered pursuant to the exercise of the
incentive  stock option under the  circumstances described  in  Code   Section
421(b)(relating to certain disqualifying dispositions) (any such circumstance,
"Disqualifying  Disposition"), within 10 days of such Disqualifying Disposition;
and

                  (vii) shall by its terms not be assignable or transferable
other than by will or the laws of descent and distribution and may be exercised,
during the Grantee's lifetime, only by the Grantee; provided, however, that
the Grantee may, to the extent provided in the Plan in any manner specified
by the Committee, designate in writing a beneficiary to exercise his or
her incentive stock option after the Grantee's death;

         Notwithstanding the foregoing and Section 4(c)(iii), the Committee may,
without the consent of the Grantee, at any time before the exercise of an option
(whether or not an incentive stock option), take any action necessary to prevent
such option from being treated as an incentive stock option.

            (d)   Grant of Stock Appreciation Rights.

<PAGE>

                  (i)   When granted, SARs may, but need not, be identified with
a specific option, specific Restricted Shares, or specific performance shares of
the Grantee (whether granted on or before the Grant Date of the SARs) in a
number equal to or different from the number of such SARs. If SARs are
identified with an option, Restricted Shares, or performance shares, then,
unless otherwise provided in the applicable Award Agreement, the Grantee's
associated SARs shall terminate upon (x) the expiration, termination, forfeiture
or cancellation of such option, Restricted Shares, or performance shares, (y)
the exercise of such option or performance shares or (z) such Restricted Shares
becoming nonforfeitable.

                  (ii)  The Strike Price of any SAR shall equal, for any SAR
that is identified with an option, the Option Price of such option, or for any
other SAR, 100% of the Fair Market Value of the Stock on the Grant Date of such
SAR; provided that the Committee may (x) specify a higher Strike Price in the
Award Agreement, or (y) provide that the benefit payable upon exercise of any
SAR shall not exceed such percentage of the Fair Market Value of a share of
Stock on such Grant Date as the Committee shall specify.

            (e)   Grant of LSARs.  LSARs may in the  discretion  of the
Committee be granted to each Grantee upon the grant of any option or SAR
under the Plan, except as otherwise provided by the Committee in such grant.
Each LSAR shall be identified  with a share of Stock subject to an option or a
SAR of the Grantee. The  number of LSARs  granted  to a Grantee in respect of an
option or SAR shall equal the number of shares of Stock subject to such option
or SAR. The Committee may also grant an LSAR with  respect to any share of Stock
subject to an option or SAR previously granted under this Plan or any other
employee benefit plan of the  Company.  Upon  the  exercise,  expiration,
termination,   forfeiture, or cancellation  of a Grantee's option or SARs, as
the case may be, the Grantee's associated LSARs shall automatically terminate.

           (f)    Grant of Performance Shares.

                  (i)   Before the grant of any performance share, the Committee
shall:

                        (A)  determine objective  performance goals (which may
consist of any one or more of the following: the attainment by a share of Stock
of a specified Fair Market Value for a specified period  of  time,  earnings
per share, return to stockholders (including dividends), return on equity,
earnings  of the  Company, growth in revenues, market share, cash flow or cost
reduction goals, or any combination of the foregoing)  and the amount of
compensation  under the goals  applicable to such grant;

                        (B)  designate a period, of not less than one year nor
more than seven years, for the measurement of the extent to which performance
goals are attained, which period may begin prior to the Grant Date (the
"Performance Period"); and

<PAGE>
                        (C)  assign a  "Performance  Percentage"  to each level
of attainment of  performance  goals during the Performance Period,  with the
percentage  applicable to minimum attainment being zero percent (0%) and the
percentage  applicable  to maximum  attainment  to be determined by the
Committee from time to time, but not in excess of 150%.

                  (ii)  If a Grantee is promoted, demoted or transferred to a
different business unit of the Company during a Performance Period, then, to the
extent the Committee determines the performance goals or Performance Period are
no longer appropriate, the Committee may adjust, change or eliminate the
performance goals or the applicable Performance Period as it deems appropriate
in order to make them appropriate and comparable to the initial performance
goals or Performance Period.

                  (iii) When granted,  performance shares may, but need not, be
identified with shares of Stock subject to a specific option, specific
Restricted Shares or specific SARs of the Grantee granted under the Plan in a
number equal to or different from the number of the performance shares so
granted. If performance shares are so identified, then, unless otherwise
provided in the applicable Award Agreement, the Grantee's associated performance
shares shall terminate upon (A) the expiration, termination, forfeiture or
cancellation of the option, Restricted Shares or SARs with which the performance
shares are identified, (B) the exercise of such option or SARs or (C) the date
Restricted Shares become nonforfeitable.

                  (iv)  The shares of Stock related to the performance shares
awarded to any Grantee for any Performance Period shall not have a Fair Market
Value in excess of 100% of the Grantee's base annual salary in effect at the
time of the grant of the Award multiplied by the number of years in the
Performance Period.

           (g) Grant of Restricted Shares.

                  (i)   The Committee shall in its discretion determine the
amount, if any, that a Grantee shall pay for Restricted Shares, subject to the
following sentence. Except with respect to Restricted Shares that are treasury
shares (for which no payment need be required), the Committee shall require the
Grantee to pay at least the Minimum Consideration for each Restricted Share.
Such payment shall be made in full by the Grantee before the delivery of the
shares and in any event no later than 10 days after the Grant Date for such
shares.

                  (ii)  The  Committee  shall  provide in each  Award  Agreement
relating to an Award of Restricted Shares (including Restricted Shares acquired
upon exercise of an option) that such Restricted Shares shall be forfeited:

                        (A)  upon the  Grantee's  termination  of  employment
        (other  than  under  circumstances  that may be  specified  in the Award
        Agreement) within a specified time period after the Grant Date,

<PAGE>
                        (B)  if, during Grantee's  employment with the Company
        and within a time period specified in the Award Agreement, the Company
        or the Grantee does not achieve the performance goals specified in the
        Award Agreement, or

                        (C)  upon failure to satisfy such other  conditions as
        the Committee may specify in the Award Agreement.

Unless otherwise expressly provided in an Award Agreement, the Committee may in
its discretion waive any or all of the foregoing provisions in accordance with
Section 4(c)(iv).

                  (iii) If Restricted Shares are forfeited, then the Grantee
shall be deemed to have resold such Restricted Shares to LaserSight at a price
equal to the lesser of (x) the amount, if any, paid by the Grantee for such
Restricted Shares, or (y) the Fair Market Value of a share of Stock on the date
of such forfeiture. LaserSight shall pay to the Grantee the required amount, if
any, as soon as is administratively practical. Such Restricted Shares shall
cease to be outstanding, and shall no longer confer on the Grantee thereof any
rights as a stockholder of LaserSight, from and after the date the event causing
the forfeiture, whether or not the Grantee accepts LaserSight's tender of
payment for such Restricted Shares.

                  (iv)  Certificates  for any  Restricted  Shares  shall bear an
appropriate legend restricting the transfer of such Restricted Shares and, if
the Committee in its discretion so determines, shall be held (together with a
stock power executed in blank by the Grantee) in escrow by the Secretary of
LaserSight until such Restricted Shares become nonforfeitable or are forfeited.
If any Restricted Shares become nonforfeitable, LaserSight shall cause
certificates for such shares to be issued without such legend.

           (h)    Grant of Stock Bonuses. The Committee may grant Bonus Shares
to any Eligible Employee.

         7. Non-transferability.  Each Award granted hereunder shall not be
            -------------------
assignable or transferable other than by will or the laws of descent and
distribution and may be exercised, during the Grantee's lifetime, only by the
Grantee or his or her guardian or legal representative, except that, subject to
Section 6(c)(vii) in respect of incentive stock options, a Grantee may in a
manner and to the extent permitted by the Committee (a) designate in writing a
beneficiary to exercise an Award after his or her death (provided, however, that
no such designation shall be effective unless received by the office of the
Company designated for that purpose prior to the Grantee's death) and (b) if the
Award Agreement expressly permits, transfer an Option (other than an incentive
stock option), SAR or LSAR for no consideration to any (i) member of the
Grantee's Immediate Family, (ii) trust solely for the benefit of members of the
Grantee or the Grantee's Immediate Family, (iii) partnership whose only partners
are the Grantee or members of the Grantee's Immediate Family, or (iv) revocable
inter vivos trust of which the Grantee is both the settlor and a trustee;

<PAGE>

provided, however, that the transferee shall agree to be subject to all of the
terms and conditions applicable to such Award prior to such transfer.

         8. Exercise.
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           (a)    Exercise of Options.

                  (i)   Subject to Section  4(c)(iv) and except as otherwise
provided in the applicable  Award  Agreement, each option shall become
exercisable with respect to 25% of the shares of Stock subject  thereto  on each
of the first four  anniversaries  of the Grant Date of such option.

                  (ii)  An option shall be  exercised by the delivery to the
Company  during the Term of such option of (x) written  notice of intent  to
purchase  a  specific  number of shares of Stock subject  to the  option  and
(y) payment in full of the Option Price of such specific number of shares of
Stock.

                  (iii) Payment of the Option Price may be made by any one or
more of the following  means:  personal check or wire transfer or through
simultaneous sale of shares acquired on exercise of the option through a
broker-dealer acceptable to the Company to whom the Grantee has submitted an
irrevocable notice of exercise, as permitted under Regulation T of the  Federal
Reserve  Board.  In  addition,  with the prior  approval of the Committee, the
following may also be used in payment of the Option Price: Mature Shares or
Restricted Shares held by the Grantee for at least six months prior to the
exercise of the option, each such share valued at the Fair Market Value of a
share of Stock on the date of exercise. The Committee may in its discretion
specify that, if any Restricted Shares ("Tendered Restricted Shares") are used
to pay the Option Price, (x) all the shares of Stock acquired on exercise of the
option shall be subject to the same restrictions as the Tendered Restricted
Shares, determined as of the date of exercise of the option, or (y) a number of
shares of Stock acquired on exercise of the option equal to the number of
Tendered Restricted Shares shall be subject to the same restrictions as the
Tendered Restricted Shares, determined as of the date of exercise of the option.

           (b)    Exercise of Stock Appreciation Rights.

                  (i)   Subject to Sections 4(c)(iv) and 8(e), and except as
otherwise provided in the applicable Award Agreement, (x) each SAR not
identified with any other Award shall become exercisable with respect to 25% of
the shares subject thereto on each of the first four anniversaries of the Grant
Date of such SAR unless the Committee provides otherwise in the Award Agreement
and (y) each SAR which is identified with any other Award shall become
exercisable as and to extent that the option or Restricted Shares with which
such SAR is identified may be exercised or becomes nonforfeitable, as the case
may be.

                  (ii)  SARs shall be  exercised  by  delivery  to the Company

<PAGE>

of written notice of intent to exercise a specific number of SARs. Unless
otherwise provided  in the  applicable  Award  Agreement,  the  exercise of SARs
which are identified with shares of Stock subject to an option or Restricted
Shares shall result in the cancellation or forfeiture of such option or
Restricted Shares, as the case may be, to the extent of such exercise.

                  (iii) The benefit for each SAR exercised shall be equal to (x)
the Fair Market Value of a share of Stock on the date of such exercise, minus
(y) the Strike Price of such SAR. Such benefit shall be payable in cash, except
that the Committee may provide in the Award Agreement that benefits may be paid
wholly or partly in Stock.

           (c)    Exercise of LSARs.  Within 10 business  days after the
exercise of any LSAR,  the Company  shall pay the Grantee,  in cash, an amount
equal to the difference  between  (x) the Change of  Control  Value and (y) in
the case of an LSAR identified with an option, the Option Price of such option,
or, in the case of an LSAR  identified  with a SAR, the Strike Price of such
SAR; provided that the amount  determined  under this Section shall not exceed
any maximum benefit provided in the applicable Award Agreement.

           (d)    Payment of Performance  Shares.  Unless  otherwise  provided
in the Award Agreement with respect to an Award of performance  shares,  if the
minimum performance  goals  applicable  to such  performance  shares have been
achieved during the  applicable  Performance  Period,  then the Company  shall
pay to the Grantee of such Award that number of shares of Stock equal to the
product of:

                  (i)   the sum of (x) number of performance shares specified in
the applicable Award Agreement and (y) the number of shares of Stock that would
have been issuable if such performance shares had been shares of Stock
outstanding throughout the Performance Period and the stock dividends, cash
dividends (except as otherwise provided in the Award Agreement), and other
property paid in respect of such shares had been reinvested in additional shares
of Stock as of each dividend payment date, multiplied by

                  (ii)  the Performance Percentage achieved during such
Performance Period.

The Committee may in its discretion determine that cash be paid in lieu of some
or all of such shares of Stock. with each such share to be valued at its Fair
Market Value on the business day next preceding the date on which such cash is
to be paid. Payments pursuant to this Section shall be made as soon as
administratively practical after the end of the applicable Performance Period.
Any performance shares with respect to which the performance goals shall not
have been achieved by the end of the applicable Performance Period shall expire.

           (e)    Accelerated Vesting Upon Change of Control. In the event of a
Change of Control, all unvested Awards shall immediately become fully
exercisable or payable, as applicable, except as otherwise provided in Section

<PAGE>

8(f); provided that the benefit payable with respect to any performance share
with respect to which the Performance Period has not ended as of the date of
such Change of Control shall be equal to the product of the Unit Value
multiplied successively by each of the following:

                  (i)   a fraction, the numerator of which is the number of
whole and partial months that have elapsed between the beginning of such
Performance Period and the date of such Change of Control and the  denominator
of which is the number of whole and partial months in the Performance Period;
and

                  (ii)  a percentage equal to the greater of (x) the target
percentage, if any, specified in the applicable Award Agreement or (y) the
maximum percentage, if any, that would be earned under the terms of the
applicable Award Agreement assuming that the rate at which the performance goals
have been achieved as of the date of such Change of Control would continue until
the end of the Performance Period.

           (f)    Pooling Considerations. Any provision of the Plan to the
contrary notwithstanding, if the Committee determines, in its discretion
exercised prior to a sale or merger of the Company that in the Committee's
judgment is reasonably likely to occur, that the exercise of SARs or LSARs would
preclude the use of pooling-of-interests accounting ("pooling") after the
consummation of such sale or merger and that such preclusion of pooling would
have a material adverse effect on such sale or merger, the Committee may either
unilaterally cancel such SARs and LSARs prior to the Change of Control or cause
the Company to pay the benefit attributable to such SARs or LSARs in the form of
shares of Stock if the Committee determines that such payment would not cause
the transaction to become ineligible for pooling.

         9. Notification under Section 83(b). If the Grantee, in connection
            --------------------------------
with the exercise of any option, or the grant of Restricted Shares, makes the
election permitted under Section 83(b) of the Code to include in such Grantee's
gross income in the year of transfer the amounts specified in Section 83(b) of
the Code, then such Grantee shall notify the Company of such election within 10
days of filing the notice of the election with the Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued
under Section 83(b) of the Code. The Committee may, in connection with the grant
of an Award or at any time thereafter, prohibit a Grantee from making the
election described above.

        10. Mandatory Tax Withholding.
            -------------------------

           (a)    Whenever shares of Stock are to be delivered in connection
with an Award, the Company shall be entitled to require (i) that the Grantee
remit an amount sufficient to satisfy all federal, state, and local tax
withholding requirements related thereto ("Required Withholding"), (ii) the
withholding of such Required Withholding from compensation otherwise due to the
Grantee or from any shares of Stock or other payment due to the Grantee under
the Plan or (iii) any combination of the foregoing.

<PAGE>

           (b)    Any Grantee who makes a  Disqualifying  Disposition  or an
election is made under Section 83(b) of the Code shall remit to the Company an
amount sufficient to satisfy all resulting Required Withholding; provided that,
in lieu of or in addition to the foregoing, the Company shall have the right to
withhold such Required Withholding from compensation otherwise due to the
Grantee or from any shares of Stock or other payment due to the Grantee under
the Plan.

       11.  Elective Share Withholding.
              --------------------------

           (a)    With the  Committee's prior approval and subject to the
following subsection, a Grantee may elect the withholding ("Share Withholding")
by the Company of a portion of the shares of Stock otherwise deliverable to such
Grantee in connection with an Award (a "Taxable Event") having a Fair Market
Value equal to (i) the minimum amount necessary to satisfy Required Withholding
liability attributable to the Taxable Event, or (ii) a greater amount, not to
exceed the estimated total amount of such Grantee's tax liability with respect
to the Taxable Event.

           (b)    Each Share Withholding election shall be subject to the
following conditions: (i) any Grantee's election shall be subject to the
Committee's discretion to revoke the Grantee's right to elect Share Withholding
at any time before the Grantee's election if the Committee has reserved the
right to do so in the Award Agreement; and (ii) the Grantee's election must be
made before the date (the "Tax Date") on which the amount of tax to be withheld
is determined; (iii) the Grantee's election shall be irrevocable.

       12.  Termination of Employment.
            -------------------------

           (a)    For Cause. If a Grantee's employment is  terminated  for
Cause, (i) the Grantee's Restricted Shares that are forfeitable shall thereupon
be forfeited; and (ii) any unexercised option, SAR, LSAR, or performance share
shall terminate effective immediately upon such termination of employment.

           (b)    On Account of Death or Disability. Except as otherwise
provided by the Committee in the Award  Agreement, if a Grantee's employment
terminates on account of death or Disability, then:

                  (i)   the Grantee's Restricted Shares that were forfeitable
 shall thereupon become nonforfeitable;

                  (ii)  any unexercised option or SAR, whether or not
exercisable on the date of such termination of employment,  may be exercised, in
whole or in part, within six months after such termination  of employment  (but
only during the Option Term) by the Grantee or, after his or her death, by (A)
his or her personal representative or by the person to whom the option or SAR,
as applicable, is transferred by will or the applicable  laws of descent  and
distribution,  (B) the  Grantee's  beneficiary designated in accordance  with

<PAGE>

Sections  6(c)(vii) or 7, or (C) the  then-acting trustee of the trust described
in Section 7; and

                  (iii) any  unexercised  performance  share may be exercised in
whole or in part, at any time within 180 days after such termination of
employment on account of death or Disability by the Grantee or, after the
Grantee's death, by (A) his personal representative or by the  person to whom
the performance share is transferred by will or the applicable laws of descent
and distribution, (B) the Grantee's beneficiary designated in accordance with
Section 7, or (C) the then-serving trustee of the trust described in Section 7;
provided that the benefit payable with respect to any performance share with
respect to which the Performance Period has not ended as of the date of such
termination of employment on account of death or Disability shall be equal to
the product of the Unit Value multiplied successively by each of the  following:

                        (1)  a  fraction,  the  numerator  of which  is the
       number  of  months  (including  as a whole month any partial  month) that
       have elapsed since the  beginning of such Performance  Period until the
       date of such termination of employment and the  denominator  of which is
       the number of months (including as a whole month any partial month) in
       the Performance Period; and

                        (2)  a percentage  determined in the  discretion of the
       Committee that would be earned under the terms of the applicable  Award
       Agreement assuming that the rate at which the  performance  goals  have
       been achieved as of the date of such termination of employment would
       continue until the end of the Performance Period, or, if the Committee
       elects to compute the benefit after the end of the Performance Period,
       the Performance Percentage, as determined by the Committee, attained
       during the Performance Period for the performance share.

           (c)    On Account of Retirement. Except as otherwise provided  by the
Committee in the Award Agreement, if a Grantee has a termination of employment
on account of Retirement, any unexercised option, whether or not exercisable on
the date of such termination of employment, may be exercised, in whole or in
part, at any time within one year after such Retirement (but only during the
Option Term).

           (d) Any Other Reason. Except as otherwise provided by the
Committee in the Award Agreement, if a Grantee's employment terminates for any
reason other than for Cause, Retirement, death, or Disability, then:

                  (i)   the Grantee's Restricted Shares (and any SARs identified
therewith), to the extent forfeitable on the date of the Grantee's termination
of employment), shall be forfeited on such date;

                  (ii)  any  unexercised   option  or  SAR  (other  than  a  SAR
identified with a Restricted Share or performance share), to the extent
exercisable immediately before the Grantee's termination of employment,
Grantee's termination of employment) may be exercised in whole or in part, not

<PAGE>

later than the 30th day after such termination of employment (but only during
the Option Term); and

                  (iii) the Grantee's performance shares (and any SARs
identified therewith) shall become non-forfeitable and may be exercised in whole
or in part, but only if and to the extent determined by the Committee.

           (e) Extended Exercisability. If the Grantee has  entered  into  an
agreement with the Company not to sell any shares of Stock (or the capital stock
of a successor to the Company) for a specified period after the consummation of
a business combination between the Company and another corporation or entity
(the "Specified Period"), such option may be exercised in whole or in part until
the later of the end of the post-termination period specified in subparagraph
(b), (c) or (d) of this Section, as applicable, or 10 business days after the
end of the Specified Period.

           (f) Extension of Term. In the event of a termination of the
Grantee's employment other than for Cause, the term of any Award (whether or not
exercisable immediately before such termination) which would otherwise expire
after the Grantee's termination of employment but before the end of the period
following such termination of employment described in subparagraphs (b), (c),
and (d) of this Section may, in the Committee's discretion, be extended so as to
permit any unexercised portion thereof to be exercised at any time within such
period. The Committee may further extend the period of exercisability to permit
any unexercised portion thereof to be exercised within a specified period
provided by the Committee. In no event shall the Term of any Award be extended
beyond the 10th anniversary of such Award.

       13.  Plans of Foreign Subsidiaries.  The Committee  may  authorize any
            ------------------------------
foreign Subsidiary to adopt a plan for granting Awards ("Foreign Plan"). All
Awards granted under such Foreign Plan shall be treated as grants under the
Plan. Such Foreign Plans shall have such provisions as the Committee permits not
inconsistent with the provisions of the Plan. Awards granted under a Foreign
Equity Incentive Plans shall be governed by the terms of the Plan, except to the
extent that the provisions of the Foreign Plan are more restrictive than the
provisions of the Plan, in which case the Foreign Plan shall control.

       14.  Substituted Awards.  If the Committee cancels any Award (whether
            ------------------
granted under this Plan or any plan of any entity acquired by the Company) with
the consent of the applicable Grantee or other holder thereof, the Committee may
in its discretion substitute a new Award therefor upon such terms and conditions
consistent with the Plan as the Committee may determine; provided, that (a) the
Grant Date of the new Award shall be the date on which such new Award is
granted; and (b) the Option Price of any new option, and the Strike Price of any
new SAR, shall not be less than 100% (110% for an incentive stock option granted
to a 10% Owner) of the Fair Market Value of a share of Stock on the Grant Date
of the new Award.

<PAGE>

       15.  Securities Law Matters. If the Committee deems necessary to comply
            ----------------------
with applicable securities law, the Committee may require a written investment
intent representation by the Grantee and may require that a restrictive legend
be affixed to certificates for shares of Stock. If, based upon the advice of
counsel to the Company, the Committee determines that the exercise or
nonforfeitability of, or delivery of benefits pursuant to, any Award would
violate any applicable provision of (i) federal or state securities laws or (ii)
the listing requirements of any national securities exchange or national market
system on which are listed any of the Company's equity securities, then the
Committee may postpone any such exercise, nonforfeitability or delivery, as
applicable, but the Company shall use commercially reasonable efforts to cause
such exercise, nonforfeitability or delivery to comply with all such provisions
at the earliest practicable date.

       16.  No Employment Rights.  Neither the establishment of the Plan nor
            --------------------
the grant of any Award shall (a) give any Grantee the right to remain employed
by the Company or to any  benefits not  specifically  provided by the Plan or
(b) modify the right of the Company to modify, amend, or terminate any employee
benefit plan.

       17.  No Rights as a Stockholder. A Grantee shall not have any rights as
            --------------------------
a stockholder of LaserSight with respect to the shares of Stock (other than
Restricted Shares) which may be deliverable upon exercise or payment of such
Award until such shares have been delivered to him. Restricted Shares, whether
held by a Grantee or in escrow by the Secretary of LaserSight, shall confer on
the Grantee all rights of a stockholder of LaserSight, except as otherwise
provided in the Plan. At the time of a grant of Restricted Shares, the Committee
may in its discretion require that cash dividends thereon be deferred (with or
without interest) or the reinvested in additional Restricted Shares. Stock
dividends and deferred or reinvested cash dividends issued with respect to
Restricted Shares shall be subject to the same restrictions and other terms as
apply to the Restricted Shares with respect to which such dividends are issued.

       18.  Nature of Payments.  Awards shall be special incentive payments to
            ------------------
the Grantee and shall not be taken into account in computing the amount of
salary or compensation of the Grantee for purposes of determining any pension,
retirement, death or other benefit under (a) any pension, retirement,
profit-sharing, bonus, insurance or other employee benefit plan of the Company
or (b) any agreement between the Company and the Grantee, except as such plan or
agreement shall otherwise expressly provide.

       19.  Non-Uniform Determinations.  The Committee's determinations under
            --------------------------
the Plan need not be uniform and may be made selectively among persons who
receive, or are eligible to receive, Awards, whether or not such persons are
similarly situated. Without limiting the generality of the foregoing, the
Committee shall be entitled to enter into Award Agreements that are non-uniform
and selective as to (a) the identity of the Grantees, (b) the terms and
provisions of Awards, and (c) the treatment of terminations of employment.

<PAGE>

       20.  Adjustments. The Committee shall make equitable  adjustment of (i)
            -----------
the aggregate numbers of shares of Stock available under the Plan for Awards in
general and for the grant of incentive stock options, Restricted Shares and
Bonus Shares, (ii) the number of shares of Stock, SARs, or performance shares
covered by an Award, and (iii) the Option Price of all outstanding options and
the Strike Price of all outstanding SARs, to reflect a stock dividend, stock
split, reverse stock split, share combination, recapitalization, merger,
consolidation, spin-off, split-off, reorganization, rights offering, liquidation
or similar event, of or by the Company.

       21.  Amendments.
            ----------

           (a) The Board may from time to time in its discretion amend the
Plan without the approval of the stockholders of LaserSight, except as such
stockholder approval may be required under the listing requirements of any
securities exchange or national market system on which are listed equity
securities of LaserSight.

           (b) Notwithstanding any provision in this Plan or any Award
Agreement, in the event of a Change in Control  within the meaning of Section 2
(f)(iii) in connection with which the holders of Stock receive shares of common
stock of the surviving or successor  corporation  that are registered under
Section 12 of the 1934 Act, there shall be substituted  for each option and SAR
outstanding on the date of the  consummation  of corporate  transaction
relating to such Change of Control, a new option or SAR, as the case may be,
reflecting the number and class of shares into which each outstanding share of
Stock shall be  converted pursuant to such Change in Control and  providing
each Grantee with rights that are substantially  identical to those under this
Plan in all material  respects. In the event of any such substitution, the
purchase price per share in the case of an option and the Strike  Price in the
case of an SAR shall be  appropriately adjusted  by  the  Committee, such
adjustments  to be  made in the case of outstanding options and SARs without a
change in the aggregate purchase price or Strike Price.

       22.  Termination of the Plan.  The Plan shall terminate on the tenth
            -----------------------
(10th) anniversary of the Effective Date or at such earlier time as the Board
may determine. No termination shall affect any Award then outstanding under the
Plan.

       23.  No Illegal Transactions. The Plan and all Awards are subject to
            -----------------------
all applicable laws and  regulations.  Notwithstanding  any provision of the
Plan or any Award,  Grantees  shall not be entitled  to  exercise,  or receive
benefits under, any Award, and the Company shall not be obligated to deliver
any Stock or other  benefits to a Grantee,  if such exercise or delivery  would
constitute a violation by the Grantee or the Company of any applicable law or
regulation.

       24.  Controlling Law.  The law of Delaware, except its law with respect
            ---------------
to choice of law, shall control all matters relating to the Plan.

       25.  Severability. If any part of the Plan is declared to be unlawful
            ------------
or invalid,  such unlawfulness or invalidity shall not invalidate any other part
of the Plan. Any Section or part of a Section so declared to be unlawful or

<PAGE>

invalid shall, if possible,  be construed in a manner which gives effect to the
terms of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.