EXHIBIT 10.66

                         NON-EXCLUSIVE LICENSE AGREEMENT


     THIS NON-EXCLUSIVE LICENSE AGREEMENT, dated as of September 7, 2001, is by
and among LASERSIGHT INCORPORATED, a Delaware corporation, having an address of
3300 University Boulevard, Suite 140, Winter Park, Florida 32792 ("Parent"),
LASERSIGHT TECHNOLOGIES, INC., a Delaware corporation, having an address of 3300
University Boulevard, Suite 140, Winter Park, Florida 32792 ("Technologies")
(Parent and Technologies are hereinafter jointly and collectively referred to as
"LASERSIGHT") 0nd BAUSCH & LOMB INCORPORATED, a New York corporation, having an
address of One Bausch and Lomb Place, Rochester, New York ("BAUSCH").

                                    RECITALS:

A.   LASERSIGHT owns United States Patent No. 5,520,679 and related patent
     properties ("Patent No. '679" which shall hereinafter mean any patent
     (including but not limited to, reissues, reexaminations, divisions,
     continuations, continuations-in-part, renewals, extensions, and additions),
     any application therefor, and any patent which may issue upon any such
     application which patent or application, mediately or immediately, is based
     on or claims the benefit, in whole or in part, of the earlier filing date
     of either United States Patent Application S.N. 985,617 filed December 3,
     1992, or United States Patent Application S.N. 218,319 filed March 25, 1994
     or both, including, without limitation the CIP (as defined herein)).

B.   On April 6, 2001, Technologies filed at the United States Patent and
     Trademark Office (the "Patent and Trademark Office") United States Patent
     Application S.N. 826,843 that claims priority to the applications leading
     to United States Patent No. 5,520,679 (the "CIP").

C.   BAUSCH desires to acquire, and LASERSIGHT is willing to grant, a
     nonexclusive license (without the right to sub-license) under Patent No.
     '679.
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     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.        DEFINITIONS

     As used above and throughout this License Agreement, the definitions of the
following terms have the meanings set forth below:

(a)  "Affiliated Company" shall mean any person or entity (each a "Person")
     controlling, controlled by or under common control with another Person. For
     purposes of this definition, "control" (including, with correlative
     meaning, the terms "controlled by" and "under common control with"), as
     used with respect to any Person, shall mean the possession, directly or
     indirectly, of the exclusive power to direct and cause the direction of the
     management and policies of such Person, whether through the ownership of
     voting securities, by contract or otherwise.

(b)  "Agreement" shall mean this Non-Exclusive License Agreement.

(c)  "Change in Control" as to Parent and Technologies shall mean: (i) the
     acquisition by any person, entity or group (within the meaning of Section
     13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934, as amended
     (the "1934 Act")) of beneficial ownership (within the meaning of SEC Rule
     13d-3 under the 1934 Act) of 50% or more of the then-outstanding common
     stock of either Parent or Technologies, as applicable (such transferring
     party being hereinafter referred to as the "Transferring Party"); provided,
     however, that no Change of Control shall occur solely by reason of (A) 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 common stock of the
     Transferring Party immediately before such acquisition in substantially the
     same proportions as their respective ownership, immediately before such
     acquisition, of the then-outstanding common stock of the Transferring

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     Party, (B) any acquisition by the Transferring Party or (C) any acquisition
     by an employee benefit plan of the Transferring Party; or (ii) approval by
     the stockholders of either Parent or Technologies (such approving party
     being hereinafter referred to as the "Approving Party") of (A) a merger,
     reorganization or consolidation ("Transaction") with respect to which
     Persons who were the respective beneficial owners of the common stock of
     such Approving Party 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, or (B) the sale or other disposition of all or substantially
     all of the assets of the Approving Party.

(d)  "Effective Date" shall mean the date first above written.

(e)  "Net Royalties" shall mean all monetary consideration, including without
     limitation all royalties, licensing fees, per-procedure fees or the like,
     received by LASERSIGHT or any Affiliated Company of LASERSIGHT derived, in
     any way, from licensing Patent No. '679 in excess of all direct,
     out-of-pocket litigation, arbitration or other dispute resolution costs and
     expenses, including attorney fees, expert fees and court related expenses,
     incurred by LASERSIGHT or any Unrelated Third Party receiving monetary
     consideration derived from the licensing of Patent '679 other than TLC (as
     defined herein) following the Effective Date and in connection with the
     enforcement of Patent No. '679 (the "Litigation Costs") provided that for
     purposes of calculating Net Royalties in no event will the aggregate of all
     such Litigation Costs exceed $3,000,000. If LASERSIGHT and/or such
     Unrelated Third Party incurs Litigation Costs in excess of $3,000,000, the
     amount of such excess will not be deducted from the monetary consideration
     utilized in the calculation of Net Royalties hereunder. Litigation Costs
     shall be deducted only as such costs are paid by LASERSIGHT or such other

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     Unrelated Third Party. For purposes of calculating Net Royalties the amount
     required to be paid to TLC The Laser Centers Patents Inc. ("TLC") pursuant
     to that certain Exclusive License Agreement dated August 20, 1998 (the "TLC
     License") as a result of the receipt of any monetary consideration for
     licensing Patent No. '679 shall not be considered to have been received by
     LASERSIGHT. For purposes of calculating Net Royalties all monetary
     consideration, including, without limitation all royalties, licensing fees,
     per-procedure fees or the like that are derived, in any way, from licensing
     Patent No. '679, but are received by an Unrelated Third Party as a result
     of, or by reason of, LASERSIGHT assigning or otherwise transferring,
     directly or indirectly, or consenting to or permitting the assignment or
     other transfer of the right to receive such monetary consideration, shall
     be deemed to be received by LASERSIGHT and included in the calculation of
     Net Royalties, provided that as described in the immediately preceding
     sentence, the amounts paid to TLC related to licensing Patent No. '679
     pursuant to the TLC License shall not be considered for purposes of
     calculating Net Royalties.

(f)  "Patent Materials" means (i) all publicly available documents related to
     Patent No. '679 that are in the possession of LASERSIGHT or its advisors,
     including, without limitation, copies of all patents and applications and
     correspondence between patent offices and applicant concerning any patent
     property including abandoned applications within the meaning of Patent No.
     '679, (ii) all documents of any kind or nature that relate to the
     prosecution history of Patent No. '679, including, without limitation the
     CIP, that are in the possession of LASERSIGHT or its advisors, and (iii)
     all other documents and information provided by LASERSIGHT under Section
     3.1 of this Agreement.

(g)  "Ophthalmic" shall mean of or relating to the care or treatment of the eye.
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(h)  "Patent No. '679" is defined in Recital A and as of the Effective Date
     consists of those pending and issued properties described on Exhibit A.

(i)  "Product" shall mean any apparatus (a) that is capable of performing an
     Ophthalmic method or procedure, and (b) that would, except for this
     Agreement, infringe a claim in Patent No. '679.

(j)  "Unrelated Third Parties" shall mean any person or entity that is not an
     Affiliated Company.

ARTICLE II.       WARRANTIES AND COVENANTS

2.1  LASERSIGHT warrants that (i) it is the owner of the entire right, title and
     interest to each and all of the patent properties that comprise Patent No.
     '679, (ii) it has the full right to grant a nonexclusive license under
     Patent No. '679 as provided in this Agreement, (iii) Exhibit A sets forth a
     complete and accurate list of all pending and issued properties that, as of
     the Effective Date, comprise Patent No. '679, and (iv) the ownership of the
     properties indicated on Exhibit A is consistent with the books and records
     of both LASERSIGHT and the Patent and Trademark Office.

2.2  LASERSIGHT warrants that it has the full power, right and authority to
     enter into and carry out its obligations under this Agreement and that this
     Agreement constitutes the valid and legally binding obligation of
     LASERSIGHT, enforceable in accordance with its terms and conditions.

2.3  BAUSCH warrants that BAUSCH has full power, right and authority to enter
     into and carry out its obligations under this Agreement and that this
     Agreement constitutes the valid and legally binding obligation of BAUSCH,
     enforceable in accordance with its terms and conditions.
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2.4  BAUSCH acknowledges that it is not relying on any statements made by
     LASERSIGHT with respect to the validity and enforceability of Patent No.
     '679. Patent No. '679 is being licensed on an "AS-IS" basis with no
     warranties of any kind, other than warranties, representations, covenants
     and commitments made by LASERSIGHT in this Agreement.

ARTICLE III.      DUE DILIGENCE

3.1  LASERSIGHT shall (a) deliver two copies of Patent Materials to BAUSCH and
     (b) shall meet with BAUSCH to review and answer questions concerning the
     Patent Materials. The parties acknowledge and agree that the Patent
     Materials are being delivered to BAUSCH subject to the confidentiality
     provisions of this Agreement and that the parties have a common legal
     interest in keeping the Patent Materials confidential since the Patent
     Materials will be utilized in order to allow BAUSCH to evaluate whether it
     wants to make an additional payment to LASERSIGHT as described in Section
     6.4 and eliminate the right granted to LASERSIGHT pursuant to Section 6.2
     to terminate the license granted to BAUSCH pursuant to this Agreement.

3.2  Within 30 days from satisfaction of LASERSIGHT's obligations under Section
     3.1, BAUSCH shall complete its due diligence concerning Patent No. '679
     (said 30-day period being the "Due Diligence Period"). LASERSIGHT shall
     reasonably and timely cooperate with and respond to BAUSCH during the Due
     Diligence Period. LASERSIGHT acknowledges that time is of the essence given
     the limited time BAUSCH has to complete its review.

3.3  Within 10 days after the end of the Due Diligence Period, BAUSCH shall
     notify LASERSIGHT in writing if BAUSCH elects to eliminate the right
     granted to LASERSIGHT pursuant to Section 6.2 to terminate the license
     granted to BAUSCH under this Agreement (the "Election Notice").
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3.4  BAUSCH shall, for a period of ten years from the Effective Date, hold the
     Patent Materials in confidence and shall not either directly or indirectly
     disclose or use such Materials except in connection with its due diligence
     under this Article III. The obligations of confidence and non-use under
     this Section 3.4 shall not apply to: (i) information which at the time of
     disclosure is in the public domain; or (ii) information which thereafter
     lawfully becomes a part of the public domain other than through disclosure
     by or through BAUSCH in violation of this Agreement; or (iii) information
     which is already in the possession of BAUSCH as shown by its written
     record; or (iv) information which is lawfully disclosed to BAUSCH by a
     third party not under an obligation of confidentiality to the disclosing
     party with respect to said information; or (v) information which is
     subsequently developed by an employee or agent of BAUSCH without actual
     knowledge of the disclosure. The obligations of this Section 3.4 are
     subject to Section 3.5 below. The obligations of this Section 3.4 survive
     the expiration or termination of this Agreement.

3.5  If BAUSCH is requested (by oral questions, interrogatories, requests for
     information or documents, subpoena, civil investigative demand or similar
     process) to disclose any Patent Materials, BAUSCH agrees to notify
     LASERSIGHT promptly of such request(s) and the documents requested thereby
     so that LASERSIGHT may seek an appropriate protective order and/or waive in
     writing BAUSCH's compliance with the provisions of this Section 3.5. It is
     further agreed that, if in the absence of a protective order or the receipt
     of a waiver hereunder BAUSCH is nonetheless, in the opinion of BAUSCH's
     counsel, compelled to disclose the relevant Patent Materials or else stand
     liable for contempt or suffer other penalty from any tribunal or
     governmental or similar authority, BAUSCH may disclose such information
     without liability hereunder; provided, however, that BAUSCH shall give

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     LASERSIGHT written notice of the information to be so disclosed as far in
     advance of its disclosure as is practicable and shall use reasonable
     commercial efforts to obtain an order or other reliable assurance that
     confidential treatment will be accorded to such portion of the information
     required to be disclosed.

ARTICLE IV.       CONFIDENTIALITY OF AGREEMENT

     Each party hereby covenants and agrees that it shall exercise all
reasonable efforts to maintain the terms of this Agreement that the parties may
identify prior to signing this Agreement, if any (the "Confidential Terms"), in
strict confidence and shall not disclose the Confidential Terms to any person
other than their employees and agents who have an absolute need to know that
information. In the event that under applicable securities laws, the rules of
any governmental authority, the terms of an order of a court of competent
jurisdiction or a formal discovery request any party is required to make
disclosures of any of the Confidential Terms, then before making any such
disclosure that party shall consult with the other party concerning such
requirement and shall apply and request in accordance with the rules of the
applicable governmental authority or court that the Confidential Terms be
maintained in strict confidence (e.g., in the case of a court, by obtaining the
strictest available protective order, or, in the case of the Securities and
Exchange Commission, by obtaining confidential treatment). Either party may
issue a press release or other statement announcing the existence (but not the
Confidential Terms) of this Agreement, provided that the party first obtains the
other party's written approval of the content of the press release, which
approval will not be unreasonably withheld.

ARTICLE V.        GRANT OF NONEXCLUSIVE LICENSE

     5.1 For the consideration set forth in Section 6.1 and subject to the terms
of this Agreement, including, without limitation Section 5.2 below, as of the
Effective Date LASERSIGHT hereby grants and agrees to grant to BAUSCH under

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Patent No. '679 a nonexclusive license (without the right to sublicense, except
to Affiliated Companies of BAUSCH, during such times as such Person or Persons
continue to be Affiliated Companies of BAUSCH and except as set forth below):

     (a)  to make, have made, use, lease, import into the United States, offer
          to sell, sell, and/or otherwise dispose of Products,

     (b)  to perform and have performed the methods embodying the invention
          thereof in the Ophthalmic field, and

     (c)  to sublicense, without the right to grant further sublicenses, the
          methods embodying the invention thereof to users of the Products
          licensed under subsection 5.1(a) above.

5.2  The license granted to BAUSCH pursuant to Section 5.1 shall only apply to
     Products made by (a) BAUSCH or its Affiliated Companies exclusively for the
     sale by BAUSCH, its Affiliated Companies or distributors for BAUSCH or its
     Affiliated Companies, (b) Technovision GmbH for BAUSCH, provided that this
     subsection 5.2(b) shall be of no further force or effect if Technovision
     GmbH directly or indirectly becomes an Affiliated Company to Alcon
     Laboratories, Inc. or any of its Affiliated Companies, (c) Unrelated Third
     Parties selected by BAUSCH to make a Product for BAUSCH, which Unrelated
     Third Parties are not at the time BAUSCH selects such party to make such
     Product (and within a period of six months prior to such selection) engaged
     anywhere in the world in the sale (including sale through distributors) of
     such Product, provided that if BAUSCH selects such Unrelated Third Party to
     make an additional Product for BAUSCH, at the time of such further
     selection (and within a period of six months prior to such selection) such
     party may not be engaged anywhere in the world in the sale (including sale
     through distributors) of such additional Product, and (d) Unrelated Third

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     Parties selected by BAUSCH to make a Product for BAUSCH, which parties are
     at the time BAUSCH selects such party to make such Product (and within a
     period of six months prior to such selection) engaged anywhere in the world
     in the sale (including sale through distributors) of Products other than
     the Product such party will make for BAUSCH, provided that the Product that
     such party makes for BAUSCH must be designed and made exclusively for
     BAUSCH, provided further that if BAUSCH selects such Unrelated Third Party
     to make an additional Product for BAUSCH, at the time of such further
     selection (and within a period of six months prior to such selection) such
     party may not be engaged anywhere in the world in the sale (including sale
     through distributors) of such additional Product. For purposes of Section
     5.1 Affiliated Companies of BAUSCH shall not include any type of
     cooperative venture involving BAUSCH or Affiliated Companies of BAUSCH on
     the one hand and Alcon Laboratories, Inc. or Affiliated Companies of Alcon
     Laboratories, Inc. on the other hand.

5.3  As of the Effective Date LASERSIGHT hereby releases and discharges BAUSCH
     and each of its Affiliated Companies and their officers, directors,
     employees, representatives, agents, customers and attorneys, and grants
     each such person and entity immunity from suit from and against any and all
     claims, demands, actions, or causes of action related to any infringement
     of Patent No. '679 which arose or which may arise at any time during the
     existence and continuation of the license granted to BAUSCH by this
     Agreement.

5.4  The parties understand and agree that no license or other right is granted
     herein to either party, directly or by implication, estoppel or otherwise,
     with respect to any trade secrets or know-how, and that no such license or
     other right shall arise from the consummation of this Agreement or from any
     acts, statements or dealings leading to such consummation. Except as

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     specifically provided herein, neither party is required hereunder to
     furnish or disclose to the other any technical or other information.

ARTICLE VI.       CONSIDERATION/CERTAIN TERMINATION RIGHTS

6.1  In consideration for the non-exclusive rights granted under Article V of
     this Agreement, BAUSCH shall make a lump sum payment to LASERSIGHT in the
     amount of $2,999,900 (the "License Payment"). Such payment shall be made
     within five days after the Effective Date via wire transfer of immediately
     available funds to an account designated by LASERSIGHT.

6.2  Unless BAUSCH makes the Final Payment as described in Section 6.4, then at
     any time after the expiration of the 15 day period immediately following
     the conclusion of the Due Diligence Period, LASERSIGHT may elect to
     terminate the license granted to BAUSCH pursuant to this Agreement by (i)
     paying BAUSCH $3,000,000, as such amount is reduced by payments to BAUSCH
     pursuant to Section 6.3, and (ii) notifying BAUSCH in writing that the
     license granted to BAUSCH under this Agreement is terminated.

6.3  Unless otherwise provided herein, commencing as of the Effective Date,
     LASERSIGHT shall thereafter pay BAUSCH 10% of Net Royalties, up to a total
     of $3,000,000, provided that in no event will LASERSIGHT be obligated
     pursuant to this Agreement to pay BAUSCH more than $500,000 in any calendar
     year. Payments to BAUSCH pursuant to this Section 6.3 shall be made on
     February 1 and August 1 of each year hereafter and shall take into account
     Net Royalties received through the applicable December 31 and June 30 time
     period. Each such payment shall be accompanied by a report describing the
     calculation of Net Royalties that relate to such six-month period.
     LASERSIGHT's obligations under this Section 6.3 shall cease and be of no
     force or effect upon the first to occur of (i) BAUSCH making the Final

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     Payment to LASERSIGHT, (ii) LASERSIGHT making the payment to BAUSCH
     described in Section 6.2 or 6.5, or (iii) LASERSIGHT paying BAUSCH a total
     of $3,000,000 pursuant to this Section 6.3 or 6.5.

     LASERSIGHT shall keep, maintain and preserve in its principal place of
     business until such time as Bausch makes the Final Payment or LASERSIGHT
     pays Bausch $3,000,000 pursuant to Section 6.3 and for at least 18 months
     thereafter, complete and accurate books, accounts, records and other
     materials covering all transactions related to the generation and
     calculation of Net Royalties. BAUSCH may designate an independent auditor
     or auditors and such independent auditor or auditors shall have the right
     to inspect and audit all such materials related to the generation and
     calculation of Net Royalties. Such materials shall be available for
     inspection and audit (including photocopying) at any time during the period
     set forth in this Section above; however, such inspection or audit shall
     not occur more often than once every 12 months during the term of this
     Agreement, and shall take place during normal business hours and upon at
     least two days notice. Should any audit indicate an underpayment of any
     payments due hereunder then LASERSIGHT shall promptly pay BAUSCH the full
     amount of any underpayment.

     LASERSIGHT shall require any transferee of LASERSIGHT's rights or
     obligations pursuant to this Agreement to discharge LASERSIGHT's
     obligations pursuant to this Section 6.3.

6.4  If BAUSCH delivers the Election Notice in accordance with Section 3.3,
     BAUSCH shall pay LASERSIGHT an additional $2,000,000 (the "Final Payment")
     within the five day period immediately after the conclusion of the 10 day
     period described in Section 3.3. The Final Payment shall be made via wire
     transfer of immediately available funds to an account designated by
     LASERSIGHT. If BAUSCH pays LASERSIGHT the Final Payment the license to

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     Patent No. '679 granted in this Agreement shall not be subject to
     termination and the provisions of Sections 6.2, 6.3 and 6.5 shall not apply
     and shall be of no force and effect.

6.5  Notwithstanding any of the foregoing, if (i) BAUSCH elects not to deliver
     the Election Notice pursuant to Section 3.3 and (ii) LASERSIGHT has not
     paid BAUSCH a total of $3,000,000 under the terms of Sections 6.2 and 6.3
     and (iii) there is a Change in Control of either Parent or Technologies,
     then within 30 days after the occurrence of the event causing such Change
     in Control, LASERSIGHT shall pay to BAUSCH the difference between
     $3,000,000 and the total amount received by BAUSCH under Section 6.3.

ARTICLE VII.      EVENT OF BANKRUPTCY

     All licenses granted under this Agreement by LASERSIGHT to BAUSCH, for all
purposes of Section 365(n) of Title XI of the United States Code ("Title XI"),
are licenses of rights to "intellectual property" as defined in Title XI. For as
long as BAUSCH has a license pursuant to this Agreement LASERSIGHT shall create
and maintain current copies to the extent practicable of all such intellectual
property which shall include, without limitation, the Patent Materials. If
during the period of time BAUSCH has a license pursuant to this Agreement a
bankruptcy proceeding is commenced by or against LASERSIGHT under Title XI,
BAUSCH shall be entitled to a copy of any and all such intellectual property,
and the same, if not in the possession of BAUSCH, shall be promptly delivered to
it (i) upon BAUSCH's written request following the commencement of such
bankruptcy proceeding, unless prohibited by applicable law or unless LASERSIGHT,
or its trustee or receiver, elects within 30 days to continue to perform all of
its obligations under this Agreement, or (ii) if not delivered as provided under
clause (i) above, upon BAUSCH's request following the rejection of this
Agreement by or on behalf of LASERSIGHT, unless prohibited by applicable law. If
BAUSCH has taken possession of all applicable embodiments of the intellectual

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property of LASERSIGHT pursuant to this Section and the trustee in bankruptcy of
LASERSIGHT does not reject this Agreement, BAUSCH shall promptly return such
embodiments. If LASERSIGHT seeks or involuntarily is placed under Title XI and
the trustee rejects this Agreement as contemplated under 11 U.S.C. 365(n)(1),
BAUSCH reserves all of its rights including, without limitation, the right to
elect pursuant to Section 365(n) to retain all rights granted to BAUSCH under
this Agreement to the extent permitted by law.

ARTICLE VIII.     PATENT MAINTENANCE

8.1  LASERSIGHT shall pay all fees and costs necessary to maintain Patent No.
     '679 for its full term.

8.2  In the event Patent No. '679 is subject to a legal or an administrative
     proceeding concerning patent validity, patentability or a related issue,
     LASERSIGHT shall inform BAUSCH of such a proceeding and keep BAUSCH
     regularly apprised of such proceedings.

ARTICLE IX.       GOVERNING LAW; DISPUTE RESOLUTION

9.1  All parties to this Agreement, including the undersigned parties, their
     successors and assigns and all others who may hereafter become bound by
     this Agreement by assuming it or otherwise (all collectively, the
     "Parties") do hereby reciprocally and irrevocably agree to the following
     matters, all of which shall also apply fully to anyone else who has or
     asserts any rights under this Agreement as third party beneficiary or
     otherwise (all of whom are also "Parties" as used herein):

     (a)  Choice of Law: This Agreement shall in all respects be construed and
          enforced in accordance with the law of the State of Delaware.

     (b)  Claims as to Subject Matter to be Determined in Delaware Courts: All
          judicial cases or proceedings involving Parties and involving subject

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          matter that includes any claims, demands or disputes that now exist or
          may hereafter arise (all collectively called "Claims" herein) arising
          from or relating to any aspect of, (1) the negotiation or execution of
          this Agreement, (2) any question as to the validity or effect of this
          Agreement, (3) anything done by anyone in the performance of this
          Agreement, (4) any alleged breach of this Agreement, or (5) any
          alleged modification, extension or continuation of this Agreement (all
          collectively called the "Subject Matter" herein), shall, whether or
          not such proceedings or cases also involve other parties or matters,
          proceed and be determined only in the state and/or federal courts
          located in New Castle County, State of Delaware (all collectively,
          "Delaware Courts") and in the courts having appellate jurisdiction
          over them, and not elsewhere.

     (c)  No Proceedings Elsewhere: No Party shall initiate or pursue any case
          or proceeding of any kind against any other Party as to any Claim
          arising from or relating to any aspect of the Subject Matter, in any
          forum other than a Delaware Court.

     (d)  Waiver of Objections to Forum; Waiver of Change of Forum Remedies: All
          Parties hereby reciprocally and irrevocably waive in advance any and
          all objections to the Delaware Courts as proper forums based upon any
          of: venue, the doctrine of forum non conveniens, the present or future
          pendency of any other case or proceeding elsewhere, any compulsory
          counterclaim rule, or any other doctrine, statute, rule, practice or
          fact related to such objection.

     (e)  Submission to In Personam Jurisdiction; Service of Process: For
          purposes of all actions or proceedings that involve Claims arising
          from or relating to the Subject Matter (whether or not they also
          involve other matters or parties), all Parties do hereby irrevocably
          submit themselves to the personal jurisdiction of each and all of said
          Delaware Courts, and do hereby irrevocably agree for purposes of all

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          such actions or proceedings that service of such Delaware Courts'
          process upon them may be duly perfected by the following method,
          which, in itself, shall constitute due and sufficient service of such
          process, hand delivery or delivery by a nationally recognized courier
          service to a Party at its address stated below, or by certified mail,
          return receipt requested, to the Party at such address:

                        LASERSIGHT INCORPORATED
                        3300 University Boulevard
                        Suite 140
                        Orlando, FL  32792
                        Attention:  Chief Executive Officer

                        BAUSCH & LOMB INCORPORATED
                        One Bausch and Lomb Place
                        Rochester, NY 14604-2701
                        Attention:  Senior Vice President and General Counsel

ARTICLE X.        ASSIGNMENT/TRANSFER OF PATENT OR RIGHTS

     Neither this Agreement nor any interest hereunder shall be assignable by
BAUSCH, without the express written consent of LASERSIGHT, which consent may be
granted or withheld without or with reason in LASERSIGHT's sole discretion,
except that BAUSCH may assign all but not less than all of its rights and
obligations under this Agreement to any successor by way of (i) merger,
consolidation or acquisition of BAUSCH, (ii) acquisition of substantially all of
BAUSCH's assets associated with laser vision corrective refractive surgery, or
(iii) merger, consolidation or the acquisition of the stock or other equity
interest of an Affiliated Company of BAUSCH owning substantially all of the
assets of BAUSCH associated with laser vision corrective refractive surgery,
provided however, in no event may BAUSCH assign or transfer this Agreement to
Alcon Laboratories, Inc. or an Affiliate Company thereof, without the express
written consent of LASERSIGHT. Other than the rights granted pursuant to the TLC
License, LASERSIGHT has not and shall not sell, transfer, assign, or otherwise
dispose of the ownership of Patent No. '679 (or any of the properties comprising

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Patent No. '679) or any rights to receive any monetary consideration derived, in
any way, from the licensing of Patent No. '679 to any party other than BAUSCH
unless LASERSIGHT requires such party, and such party agrees in writing, to
assume all of the obligations of LASERSIGHT under this Agreement. In the event
of any such assignment, LASERSIGHT shall not be released from any obligations
hereunder but shall remain jointly obligated under the terms of this Agreement
unless released in writing by BAUSCH. Any attempted assignment in contravention
of the terms of this Article X shall be void ab initio. This Agreement shall
inure to the benefit of and shall be binding upon the parties and their
successors and permitted assigns, and the name of a party appearing herein shall
be deemed to include the names of such party's successors and permitted assigns
to the extent necessary to carry out the intent of this Agreement.

ARTICLE XI.       RIGHT OF FIRST REFUSAL

11.1 If at any time during the continuation of BAUSCH's rights under Sections
     5.1 and 5.2, LASERSIGHT receives a bona fide offer from any third party
     ("Third Party Offer") to purchase Patent No. '679 or one or more of the
     properties comprising Patent No. '679 and LASERSIGHT wants to accept such
     offer, LASERSIGHT shall give BAUSCH written notice (the "Offer Notice") of
     the Third Party Offer. The Offer Notice shall include an offer (the
     "Offer") to BAUSCH to purchase Patent No. '679 (or the applicable property
     comprising Patent No. '679) upon the terms and conditions contained in the
     Third Party Offer. The Offer Notice shall also include a copy of the Third
     Party Offer stating all material terms and conditions, including the
     purchase price and payment terms.. If the Third Party Offer contemplates a
     closing of the Third Party Offer on a date that is sooner than 20 business
     days after the date on which LASERSIGHT notifies BAUSCH of the Third Party

<PAGE>

     Offer, LASERSIGHT shall, as soon as possible, deliver to BAUSCH the
     definitive agreements which have been accepted by the Third Party that will
     be utilized to finalize the Third Party Offer. BAUSCH shall have 10
     business days from the date of receipt of the Offer Notice to accept the
     Offer in writing. If BAUSCH accepts the Offer, the parties shall use their
     best efforts to finalize the transfer of Patent No. '679 to BAUSCH in
     accordance with the terms of the Third Party Offer, including the closing
     date contemplated in the Third Party Offer, provided that in no event will
     such closing date occur until after the expiration of the 20 business day
     period immediately following the date on which LASERSIGHT provided the
     Third Party Offer to BAUSCH or the date which is 10 business days following
     the date that LASERSIGHT provided such definitive agreements to BAUSCH, if
     any, whichever is later. If BAUSCH does not respond prior to the expiration
     of such 10 business day period or is unable to finalize the transaction in
     accordance with the terms of the Third Party Offer, BAUSCH will be deemed
     to have rejected the Offer, and LASERSIGHT shall be entitled to sell Patent
     No. '679 (or the relevant property comprising Patent No. '679) to such
     Third Party pursuant to the terms of the Third Party Offer and the
     definitive agreements previously provided to Bausch, if any. If LASERSIGHT
     does not finalize the sale of Patent No. '679 (or the relevant property
     comprising Patent No. '679) in accordance with the terms of such Third
     Party Offer and the definitive agreements previously provided to Bausch, if
     any, LASERSIGHT shall again comply with the terms of this Section 11.1
     before selling or disposing of Patent No. '679 ( or any relevant potion
     thereof) to any Third Party.

11.2 BAUSCH acknowledges and agrees that the following transactions that may
     result in the transfer of Patent No. '679 shall not be subject to the
     requirements of Section 11.1: (i) the transfer of Patent No. '679 that
     results from a Change in Control transaction, and (ii) a sale or transfer
     to a LASERSIGHT Affiliated Company.
<PAGE>

ARTICLE XII.      MISCELLANEOUS

12.1 No variation or amendment of this Agreement shall bind either party unless
     made in writing and agreed to in writing by a duly authorized officer of
     Parent and a duly authorized officer of BAUSCH.

12.2 If any of the provisions of this Agreement are held void or unenforceable,
     the remaining provisions shall nevertheless be effective, the intent being
     to effectuate this Agreement to the fullest extent possible.

12.3 If either party fails to fulfill its obligations hereunder when such
     failure is due to an act of God, or other event such as fire, flood, civil
     commotion, riot, war (declared and undeclared), revolution, action by
     government including delays in obtaining governmental approvals or
     embargoes, then said failure shall be excused for the duration of said
     event. This provision shall not apply where the failure to fulfill an
     obligation results solely from the action or inaction of a party.

12.4 The headings in this Agreement are for convenience only and are not
     intended to have any legal effect.

12.5 A failure by any party hereto to exercise or enforce any rights conferred
     upon it by this Agreement shall not be deemed to be a waiver of any such
     rights or operate so as to bar the exercise or enforcement thereof at any
     subsequent time or times.

12.6 Nothing in this Agreement is intended or shall be deemed to constitute a
     partnership, agency, employer-employee or joint venture relationship
     between the parties. All activities by the parties hereunder shall be
     performed by them as independent contractors. No party shall incur any
     debts or make any commitments for or on behalf of the other party, unless
     specifically authorized in writing by an officer of Parent or by an officer
     of BAUSCH.
<PAGE>

12.7 Each of BAUSCH and LASERSIGHT shall use its best efforts to obtain all
     consents and authorizations of third parties and shall take such additional
     action (including but not limited to the execution and delivery of such
     further documents) as the other party may reasonably request in writing to
     cooperate so that the transactions contemplated by this Agreement may be
     expeditiously consummated.

12.8 Any notice, request, instruction or other communication required or
     permitted to be given under this Agreement shall be in writing and shall be
     given by sending such notice properly addressed to the other Party' s
     address shown below (or any other address as any party may indicate to the
     others from time to time in accordance with this section): (i) by hand or
     by prepaid registered or certified mail, return receipt requested, (ii) by
     a nationally recognized overnight courier service, or (iii) via facsimile
     (provided such facsimile is sent by a machine which acknowledges receipt of
     the transmission) at the following addresses:

                           LASERSIGHT:

                           LaserSight Incorporated
                           3300 University Boulevard
                           Suite 140
                           Winter Park, Florida 32792
                           Attn: President
                           Fax No.: 407-678-9982

                           BAUSCH:

                           Bausch & Lomb Incorporated
                           One Bausch and Lomb Place
                           Rochester, New York 14604
                           Attn: Senior Vice President and General Counsel
                           Fax No. 716-338-8706

Any notice if sent as set forth above, shall be deemed made (a) three (3) days
after the date of mailing as indicated on the certified or registered mail
receipt, (b) on the next business day if sent by overnight courier service, or

<PAGE>

(c) on the date of delivery if hand delivered or the date of transmission if
sent by facsimile transmission.

12.9 This Agreement constitutes the entire agreement between the parties as to
     the subject matter hereof, and all prior negotiations, representations,
     agreements and understandings are merged into, extinguished by and
     completely expressed by this Agreement.

12.10 In any interpretation of this Agreement, it shall be deemed that this
     Agreement was prepared jointly by the parties, and no ambiguity shall be
     resolved against either party on the premise or presumption that it was
     responsible for drafting this Agreement.

12.11 This Agreement may be executed in one or more identical counterparts, each
     of which shall be deemed an original but all of which together shall
     constitute one and the same instrument.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.

                                         BAUSCH & LOMB INCORPORATED


September 7, 2001              By:          /s/ Stephen C. McCluski
                                        ----------------------------
                                                Stephen C. McCluski
                                                Senior VP and CFO



                                         LASERSIGHT INCORPORATED


September 7, 2001              By:          /s/ Michael R. Farris
                                        ----------------------------
                                                Michael R. Farris
                                                President and CEO



                                         LASERSIGHT TECHNOLOGIES, INC.


September 7, 2001              By:          /s/ Michael R. Farris
                                        ----------------------------
                                                Michael R. Farris
                                                President and CEO

<PAGE>

                                    EXHIBIT A


                           PATENT NO. '679 PROPERTIES



1.   U. S. Patent No. 5,520,679, filed March 25, 1994. Owner: Parent.

2.   Reissue of U.S. Patent No.  5,520,679,  which is the subject of a Notice of
     Allowance  issued by the Patent  and  Trademark  Office on April 30,  2001.
     Owner: Parent

3.   United  States  Application  No.  09/826,843,  filed April 6, 2001.  Owner:
     Technologies