Exhibit 10.12

                            LaserSight Incorporated
                 Amended and Restated 1996 Equity Incentive Plan


         Introduction.  The LaserSight  Incorporated  1996 Equity Incentive Plan
(the "Plan"), as established by LaserSight Incorporated,  a Delaware corporation
(the "Company"), effective as of January 19, 1996 is hereby amended and restated
as set forth herein  effective  April 29, 1998 (as so amended and restated,  the
"Plan"),  subject to the  approval of the holders of a majority of the shares of
Common Stock (as defined below)  present or represented  and entitled to vote at
the Company's 1998 annual meeting of stockholders.

         1. Purpose.  The Plan is intended to allow employees and consultants to
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 (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.

         (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

<PAGE>

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.

         (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

<PAGE>

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.

         (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.
<PAGE>

         (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.

         (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 available
under the Plan for grants of Awards  (including shares of Stock underlying SARs)
is 1,250,000  shares;  provided that no more than 250,000 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.

         (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.

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

<PAGE>

                  (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 any
Eligible Employee, whether or not he or she has previously received an Award.

         6.  Conditions to Grants.

         (a)  General Conditions.

                  (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.

<PAGE>


         (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 250,000.

         (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");

                  (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

<PAGE>

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,  a "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.

                  (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:

<PAGE>

                    (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

                    (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;
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.

         (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.

<PAGE>

                  (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 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
<PAGE>

          

                   (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
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
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:

<PAGE>

                           (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
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

<PAGE>

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.

         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 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.