EMPLOYMENT AGREEMENT
                              --------------------

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of September
16,  1996,  by  and  between  Lasersight,  Inc.,  a  Missouri  corporation  (the
"Company"),  and Richard L.  Stensrud,  an individual  residing,  at the time of
entering into this Agreement, in the State of Wisconsin (the "Executive").

                                    RECITALS
                                    --------

Whereas,  Executive  desires to be employed a the Chief Operating Officer of the
company with a title to be conferred immediately upon assuming the duties of the
position; and

Whereas,  the Company  desires to retain the  Executive  as its Chief  Operating
Officer of the Company upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants
of the parties hereinafter set forth and other good and valuable  consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     1. Employment of the Executive. Subject to the terms and conditions of this
Agreement,  the Company hereby employs the Executive,  and the Executive  hereby
accepts such employment and agrees to perform the services specified herein.

     2. Duties. The Executive shall report to the Chief Executive Officer of the
Company and have authority and  responsibility,  in accordance  with policies of
the Company,  for the operations of the various  subsidiaries and departments of
the Company. During the term of his employment hereunder, the Executive shall:

               (a) Perform to the best of his ability,  those duties  reasonably
          assigned to him from time to time by the Chief  Executive  Officer and
          the Board of Directors of the Company,  provided,  however,  that such
          duties  shall  be  reasonably  related  to the  positions  held by the
          Executive pursuant hereto;

               (b) Devote his full time and first priority  business  efforts to
          the Company's  business,  provided that nothing  herein shall prohibit
          Executive  from  spending  reasonable  amounts  of time  for  personal
          affairs,  including,  without  limitation,  serving as a  director  of
          companies,  and managing his personal investments,  provided Executive
          devotes an average  minimum of forty (40) hours per week to performing
          his duties hereunder; and

               (c) Carry out Company  policies and  directives in a manner which
          promotes and develops the Company's best interests.

     3.  Salary.  The Company  shall pay  Executive an initial base salary at an
annual rate of One Hundred Fifty Thousand Dollars  ($150,000.00)  which shall be
payable in equal installments in accordance with the Company's  customary method
of salary  payments  for senior  executives  of the  Company  (but not less than
monthly).

     4. Additional  Compensation.  Immediately upon execution of this Agreement,
or if  later,  the date the  Executive  becomes  employed  by the  Company,  the
Executive will be granted  Incentive Stock Options (as defined in Section 422 of
the Internal  Revenue Code) for 100,000 shares of the Company's  common stock at
an option price per share equal to the Fair Market  Value per share,  as defined
in the  LaserSight  Incorporated  1996 Equity  Incentive  Plan (the "1996 Equity
Incentive  Plan"),  on the date of grant which shall be September 25, 1996. Such
Incentive  Stock Options shall be granted to Executive  pursuant to that certain
1996 Equity Incentive Plan. The options for said one hundred thousand  (100,000)
shares shall vest as follows:  (a) 20,000 shares on December 1, 1996, (b) 20,000
shares on September  25, 1997,  (c) 20,000  shares on  September  25, 1998,  (d)
20,000 shares on February 25, 1999, and (e) 20,000 shares on September 25, 2000.
Should  Executive's  employment end for any reason prior to the time all options
are vested,  any and all  non-vested  options shall  terminate and thereafter be
considered null and void.

     5.  Fringe  Benefits.  During  the term of his  employment  hereunder,  the
Executive shall be entitled to all fringe  benefits and  perquisites  which that
Company  from time to time makes  available to other  senior  executives  of the
Company,  on such  terms and  levels  as are at least  commensurate  with  those
provided to such other senior executives,  including, without limitation, health
insurance,  vacation,  sick days 401K pension contributions and any Local, State
and Federal contributions.

     6. Expenses.

               (a) The  Company  shall  provide  Executive  with  the sum of One
          Thousand  Dollars  ($1,000.00) per month to cover expenses for travel.
          Executive shall provide Company with receipts and other  documentation
          of all such  expenses  each  month.  From time to time,  Company  will
          review the expenses of Executive for travel and related expenses,  and
          may increase or decrease the sum paid hereunder at any time.

               (b) In addition to section 6(a), the Executive will be reimbursed
          promptly for all reasonable costs and expenses not otherwise  provided
          for in this  section  6(b),  including,  but not limited  to,  travel,
          lodging and meals,  incurred in connection with the performance of his
          duties  hereunder,   consistent  with  the  reimbursement   guidelines
          established and implemented from time to time by the Company for other
          senior  executives  of the  Company,  including,  but not  limited to,
          presentation  of  appropriate  documentation.  The Company  shall also
          promptly reimburse  Executive for all reasonable costs and expenses of
          a  cellular   phone  insofar  as  such  use  relates  to   Executive's
          performance  of services for the Company  (including,  but not limited
          to,  long  distance  charges  for  business-related  calls) for use by
          Executive in connection with the performance of his duties  hereunder.
          The Company shall pay the initiation fees and dues to enable Executive
          to belong to a country  club or other  club,  such club to be selected
          entirely at Executive's discretion.

     7. Terms of Employment: Severance.

               (a) The term of this Agreement shall begin on the date hereof and
          shall  continue for a period of four (4) years,  unless  terminated as
          provided in this Section 7.

               (b)  Notwithstanding  the foregoing,  the Executive's  employment
          hereunder  may be  terminated by the Company at any time for Cause (as
          defined  in  Section  10).  Company  also  may  terminate  Executive's
          employment at any time with or without Cause or advance notice.

               (c)  Notwithstanding  the foregoing,  the Executive's  employment
          hereunder  shall terminate in the event of his death or Disability (as
          defined in Section 10).

               (d)  Notwithstanding  the foregoing,  the Executive's  employment
          hereunder  may be  terminated  by the  Executive  at any time for Good
          Reason (as  defined in Section  10) upon prior  written  notice to the
          Company  specifying  therein  the  grounds  for  termination  and  the
          effective date of termination.

               (e) In addition to all other rights of Executive and  obligations
          of  the  Company   described  herein  which  arise  or  continue  upon
          termination of Executive's employment, the following shall apply: Upon
          termination  of the  Executive's  employment  hereunder for any reason
          whatsoever,  the  Company  shall  pay to  the  Executive  all  salary,
          benefits,  bonuses and other  Compensation  (as defined in Section 10)
          (including  reimbursements)  earned  through  the  effective  date  of
          termination.  In addition, if the Executive's  employment hereunder is
          terminated by the Company without Cause, Company shall continue to pay
          Executive his Base Salary at its  then-current  level, for a period of
          twelve (12) months after termination.

     8. Restriction Against Competition.
               (a) The Executive agrees that while he is employed by the Company
          pursuant to this  Agreement  and during the twelve  (12) month  period
          following the effective  date of termination of this Agreement for any
          reason, the Executive shall not, directly or indirectly, as a partner,
          officer, director, agent, consultant, employee, or otherwise:

                    (i)   engage in any business that competes with the business
                          of the  Company  (herein  to  mean  all  Subsidiaries,
                          divisions, and assigns of the Company) as conducted by
                          the   Company  as  of  the   effective   date  of  the
                          termination  of this  Agreement in any state where the
                          Company is conducting business;

                    (ii)  purposefully  interfere or attempt to  interfere  with
                          any   of   the   Company's   contracts   or   business
                          relationships or advantages  existing and in effect as
                          of  the  effective   date  of   termination   of  this
                          Agreement;

                    (iii) solicit for employment, either directly or indirectly,
                          for himself or for  another,  any of the  technical or
                          professional employees employed by the Company, except
                          that with  respect  to the twelve  (12)  month  period
                          following the effective  date of  termination  of this
                          Agreement,  such restriction  shall apply only to such
                          employees employed by Company on the effective date of
                          termination of this Agreement or within six (6) months
                          prior thereto;

                    (iv)  purposefully  interfere with the business relationship
                          of or solicit the business or orders of (a) a customer
                          of the Company, except that with respect to the twelve
                          (12) month  period  following  the  effective  date of
                          termination of this Agreement,  such restriction shall
                          apply only to such customers existing on the effective
                          date of termination of this Agreement, or within sixty
                          (60)  days  prior  thereto,  or (b) a  prospective  or
                          potential  customer of the  Company,  except that with
                          respect to the two-year period following the effective
                          date   of   termination   of  this   Agreement,   such
                          restriction   shall  apply  only  to   prospective  or
                          potential  customers  (i)  to  whom  the  Company  has
                          submitted a formal  quotation within the past one year
                          prior to the  effective  date of  termination  of this
                          Agreement, or (ii) that have been previously listed or
                          identified  in  writing  by the  Company as a business
                          prospect  at any time  during the twelve  (12)  months
                          preceding the effective  date of  termination  of this
                          Agreement.

               (b) The parties agree that if the  Executive  commits a breach of
          the  covenants of this Section 8, the Company  shall have the right to
          seek  and  obtain  all  appropriate  injunctive  and  other  equitable
          remedies  therefor,  in addition to any other rights and remedies that
          may be  available at law, it being  acknowledged  and agreed that such
          breach  would cause  irreparable  injury to the parties and that money
          damages would not provide an adequate remedy therefor.

     9. Protection of Confidential Information and Trade Secrets of the Company.

               (a) Confidentiality.  During the term of this Agreement and for a
          period of twelve  (12)  months  after any  termination  or  expiration
          thereof,  Executive  agrees that he will not use for himself or others
          or  divulge  or  convey  to  others   any   secrets  or   confidential
          information,  knowledge  or  data  of  the  Company  obtained  by  the
          Executive during his employment with the Company.  The term "secret or
          confidential  information,  knowledge  or data" shall not be deemed to
          include  information that is published,  information that is generally
          known  throughout the industry or which  generally is available to the
          industry without restriction through no fault of the Executive.

               (b) Injunctive  Relief.  The Executive  agrees that the Company's
          remedies  at law for any  breach  or  threat  of  breach by him of the
          provisions of paragraph (a) of this Section 9 will be inadequate,  and
          that the Company shall be entitled to an injunction or  injunctions to
          prevent  breaches of the  provision of paragraph (a) of this Section 9
          and to  enforce  specifically  the terms and  provisions  thereof,  in
          addition  to any other  remedy to which the Company may be entitled to
          by law or equity.

               (c) Return of Document and Other  Property.  Upon the termination
          of the Executive's  employment with the Company,  or any time upon the
          request of the Company, the Executive shall deliver to the Company (i)
          all  documents  and  materials   containing   secret  or  confidential
          information,  knowledge or data relating to the Company's business and
          affairs,  and  (ii)  all  documents,   materials  and  other  property
          belonging to the Company,  which in either case are in the  possession
          or under the control of the Executive.

     10.  Certain  Defined  Terms.  For  the  purposes  of this  Agreement,  the
following definitions shall apply:

               (a)  "Affiliate"  shall mean with respect to any Person,  (i) any
          Person   which   directly,   or   indirectly   through   one  or  more
          intermediaries,  controls,  or is  controlled  by, or is under  common
          control  with,  such  Person or (ii) any Person  who is a director  or
          executive  officer (A) of such Person,  (B) of an  Subsidiary  of such
          Person or (C) of any Person described in the foregoing clause(i).  For
          purposes  of this  definition,  "control"  of a Person  shall mean the
          power,  direct or  indirect,  (1) to vote or direct the voting of more
          than 20% of the outstanding  voting  securities of such Person, or (2)
          to direct or cause the  direction  of the  management  and policies of
          such Person, whether by contract or otherwise.

               (b) "Cause" shall mean any of the following:

                    (i)   The Executive's  conviction  (including a plea of nolo
                          contendere) of any crime  involving  moral  turpitude,
                          the  theft or  willful  destruction  of money or other
                          property  of  the  Company  or  any  customer  or  his
                          conviction of any felony crime.

                    (ii)  The  Executive's  continuous  inability to perform his
                          responsibilities  due to his habitual abuse of alcohol
                          or prescribed drugs or any use of illegal drugs;

                    (iii) The Executive's  commission of theft,  embezzlement or
                          fraud against the Company;

                    (iv)  The  Executive's   willful  damage  of  the  Company's
                          property, business reputation, or good will;

                    (v)   The  Executive's   deliberate   neglect  of  duty,  or
                          material breach of this Agreement;

                    (vi)  The  Executive's  refusal  to perform  any  reasonable
                          order of the Company; or

                    (vii) The Executive's  misrepresentation or concealment of a
                          material   fact  for  the   purpose  of   securing  or
                          maintaining this Agreement.

The term "Cause" shall not mean any act or omission believed by the Executive to
have been in or not opposed to the best  interests  of the  Company,  any act or
omission lacking the intent of the Executive to gain a profit to which he is not
legally entitled, or any other matter not specifically  described in clauses (i)
through (viii) above.

               (c)  "Compensation"  shall mean, with respect to any Person,  all
          payments and accruals, if any, commonly considered to be compensation,
          including,  without limitation,  all wages,  salary,  deferred payment
          arrangements, bonus payments and accruals, profit sharing arrangement,
          payments  in respect of equity  options or phantom  equity  options or
          similar  arrangements,  equity  appreciation rights or similar rights,
          incentive  payments,  pension or employment  benefit  contributions or
          similar  payments,  made to or accrue for the  account of such  Person
          otherwise for the direct or indirect benefit of such Person, plus auto
          benefits provided to such Person, if any.

               (d) "Disability" shall mean the inability by reason of illness or
          other incapacity,  of the Executive to perform the essential functions
          of his then regular employment with the Company.

               (e) "Good Reason" shall mean:

                    (i)   any  material  breach or default by the Company of any
                          material obligation of this Agreement;

                    (ii)  any material change by the Chief Executive  Officer or
                          Board of  Directors of the Company in the duties to be
                          performed  or  titles  to be  held  by  the  Executive
                          pursuant  hereto  without his prior  written  consent,
                          which consent may be reasonably withheld; or

                    (iii) any  material  reduction  in the  Executive's  salary,
                          benefits,  bonuses or other  Compensation  pursuant to
                          this  Agreement,  unless  similar  reductions are also
                          made  to  the  salary,  benefits,   bonuses  or  other
                          compensation,   as   applicable,   payable   to  other
                          executive officers of the Company or any Subsidiary or
                          Affiliate  thereof  and such  reductions  are made for
                          justifiable business reasons.

               (f)   "Person"   shall  mean  an   individual   or   corporation,
          association,   partnership,  joint  venture,  organization,  business,
          individual,  trust, or any other entity or  organization,  including a
          government or any subdivision or agency thereof.

               (g)  "Subsidiary"  shall  mean as to any  Person  a  corporation,
          partnership  or other  entity  of which 25% of  outstanding  shares of
          voting stock or other equity ownership are at the time owned, directly
          or  indirectly  through one or more  intermediaries,  or both, by such
          Person and shall include any such entity which becomes a Subsidiary of
          such Person after the date hereof.  Consolidated Subsidiary shall mean
          any  Subsidiary  of which  51% or more of the  outstanding  shares  or
          voting stock or other equity ownership are at the time owned, directly
          or  indirectly  through one or more  intermediaries,  or both, by such
          Person and shall include any such entity which becomes a Subsidiary of
          such Person after the date hereof.

     11. Payment.  Except as specifically  provided herein,  all amounts payable
pursuant to this  Agreement  shall be paid without  reduction  regardless of any
amounts  of  salary,  compensation  or  other  amounts  paid or  payable  to the
Executive form any source and regardless of any amounts of salary,  compensation
or other amounts which would have been payable to Executive had Executive sought
other  employment;  provided  that the Company  shall be  permitted  to make all
payments   pursuant  to  this   Agreement  net  of  any  legally   required  tax
withholdings.  The Executive shall not be required to seek other employment, and
there  shall be no offset to amounts  due  hereunder  as a result of any salary,
compensation  or other amount the Executive may be paid from other sources.  The
Company  shall not be  entitled  to offset  any  claim it may have  against  the
Executive  pursuant  to the Stock  Option  Agreement  or  otherwise  against its
obligations to the Executive hereunder.

     12. Expenses.  In the event of any litigation  between the parties relating
to this  Agreement and their rights  hereunder,  the prevailing  party,  if any,
shall be entitled to recover all litigation costs and reasonable attorney's fees
and expenses from the non-prevailing party.

     13.  Entire  Agreement.  This  Agreement  and the  Stock  Option  Agreement
comprises the entire agreement  between the parties hereto and as of the date of
this  Agreement,  supersedes,  cancels  and annuls any and all prior  agreements
between the parties  hereto with respect to the  Executive's  employment  by the
Company.

     14.  Severability.  If all or any part of this Agreement is declared by any
court or governmental  authority to be unlawful or invalid, such unlawfulness or
invalidity  shall not serve to  invalidate  any  portion of this  Agreement  not
declared to be unlawful or invalid. Any portion so declared to be invalid shall,
if  possible,  be  construed  in a manner which will give effect to the terms of
such portion to the fullest extent possible while remaining lawful.

     15. Successors and Assigns. This Agreement shall be binding upon, and inure
to the benefit of the parties  hereto and their  respective  heirs,  successors,
assigns and personal  representatives.  The Executive may not assign, pledge, or
encumber  his  interest  in this  Agreement,  or any part  thereof,  without the
written consent of the Company;  provided,  however, that Executive may, without
the Company's prior consent, assign his rights to payment hereunder.

     16. Notice.  Any notice required or permitted pursuant to the provisions of
this  Agreement  shall be deemed to have been  properly  given if in writing and
when received by certified and registered  United States mail,  postage prepaid,
by  overnight  courier,  telecopy or when  personally  delivered,  addressed  as
follows:

                    If to the Company:
                    LaserSight, Inc.
                    12161 Lackland Road
                    St. Louis, Missouri  63146
                    Attn:  Michael Farris, President and Chief Executive Officer
                    Fax No.: (314) 576-1076

                    If to the Executive:
                    Richard L. Stensrud
                    21800 45th Street
                    Bristol, Wisconsin  53104

Each party shall be  entitled to specify a different  address for the receipt of
subsequent  notices by giving  written  notice  thereof to the other  party;  in
accordance  with this  Section.  Telecopy  notices  must be followed up with the
original by  certified  mail,  postmarked  within one (1)  business  date of the
telecopy.

     17. Amendments and Waivers.  Any provision of this Agreement may be amended
or waived only with the prior written  consent of the Company and the Executive.
No  failure  or delay  on the part of  either  party  to this  Agreement  in the
exercise of any provision or right, and no course of dealing between the parties
hereto, shall operate as a waiver of such power or right.

The  signatories  affirm that they have the authority to execute this  Agreement
and do so willingly.


LaserSight, Inc.



  /s/ Michael R. Farris
-------------------------------
By: Michael Farris
Title: President and Chief
          Executive Officer


  /s/ Richard L. Stensrud
-------------------------------
Richard L. Stensrud