Void after 5:00 p.m., New York, New York time, on November 11, 2001

         THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE  UPON EXERCISE OF
         THIS WARRANT HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933
         OR ANY STATE SECURITIES LAW AND MAY NOT BE EXERCISED, OFFERED FOR SALE,
         SOLD, PLEDGED OR OTHERWISE TRANSFERRED,  EXCEPT AS PERMITTED UNDER THIS
         WARRANT AND THEN ONLY IF REGISTERED  UNDER SUCH ACT AND ALL  APPLICABLE
         STATE  SECURITIES  LAWS OR THE  COMPANY  RECEIVES AN OPINION OF COUNSEL
         SATISFACTORY  TO THE COMPANY AND ITS COUNSEL TO THE EFFECT THAT NO SUCH
         REGISTRATION  IS  REQUIRED,  SUCH  OPINION TO BE IN THE FORM OF OPINION
         ANNEXED TO THIS WARRANT.


                     ---------------------------------------

                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                             LASERSIGHT INCORPORATED


         1. Grant of  Warrant.  This is to  certify  that,  for value  received,
Mercacorp,  Inc. ("Mercacorp") or its permitted assigns (individually,  "Holder"
and collectively, "Holders") are entitled, subject to the terms set forth below,
to purchase from LaserSight Incorporated, a Delaware corporation (the "Company")
or its  successors or assigns,  seven hundred fifty  thousand  (750,000),  fully
paid,  validly  issued and  non-assessable  shares of common  stock,  $0.001 par
value, of the Company  ("Common  Stock") at any time during the period beginning
on the date hereof and ending at 5:00 p.m. New York,  New York time, on November
11, 2001 (such period, the "Exercise Period") at an initial exercise price equal
to $5.00 per share. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common Stock
may be  adjusted  from time to time as  provided  in  Section  19. The shares of
Common Stock deliverable upon such exercise,  and as adjusted from time to time,
are hereinafter sometimes referred to as "Warrant Shares" and the exercise price
per share of Common  Stock in  effect at any time and as  adjusted  from time to
time is hereinafter sometimes referred to as the "Exercise Price."

         2. Exercise of Warrant.  This Warrant may only be exercised  during the
Exercise  Period,  in whole or in  increments  of 50,000  shares of Common Stock
(each such increment  hereinafter  referred to as a "Lot").  This Warrant may be
exercised,  subject to the  provisions  hereof,  by  presentation  and surrender
hereof to the Company at its principal office (or such other office or agency of
the Company as it may from time to time designate by notice in writing to Holder
at the address of Holder appearing on the books of the Company ("Other Office"))
with the Notice of Exercise annexed hereto duly completed and executed on behalf
of  Holder,  with  Holder's  signature   guaranteed  by  an  eligible  guarantor
institution  that is a member  of a  recognized  medallion  signature  guarantee
program,  and  accompanied  by payment of the Exercise  Price by wire  transfer,
certified  or  official  bank  check.  As soon as  practicable  after  each such
exercise of the Warrant, but not later than five (5) business days from the date
of such  exercise,  the Company shall issue and mail to Holder a certificate  or
certificates  for the Warrant Shares issuable upon such exercise,  registered in

<PAGE>

the  name of  Holder.  This  Warrant  shall be  deemed  to have  been  exercised
immediately  prior to the close of  business  on the date of its  surrender  for
exercise  as  provided  above,  unless such date is not a day on which banks are
open for business in New York,  New York,  in which case this  Warrant  shall be
deemed to have been  exercised  on the first  succeeding  day on which banks are
open for business in New York,  New York (such date, the "Exercise  Date").  The
person  entitled  to  receive  the  shares of Common  Stock  issuable  upon such
exercise  shall be deemed to be the holder of record  thereof from and after the
Exercise  Date,  notwithstanding  that  certificates  representing  such Warrant
Shares shall not then have been physically delivered.

         3. Forfeiture of Warrant. By its acceptance of this Warrant, the Holder
acknowledges  and agrees that in the event that that certain warrant to purchase
seven hundred fifty thousand shares  (750,000) of the Company's  Common Stock at
an Exercise Price of $4.00 per share,  originally  issued to Mercacorp and dated
as of the date hereof, is cancelled in accordance with the terms of Section 3 of
such warrant,  this Warrant shall be  immediately  cancelled and the Holder will
have no further rights under this Warrant,  and the Company will have no further
obligations under this Warrant.

         4.       Option to Repurchase.

                  (a) At  anytime  after the date  hereof,  at the option of the
  Company,  the Company may  repurchase  all or any portion of this Warrant at a
  price of $1.00 per share,  provided that (i) any such repurchase shall be made
  in equal Lots,  (ii) the option  granted  under this Section 4(a) shall not be
  exercised  with  respect to any  portion of this  Warrant  that the Holder has
  elected to exercise, and (iii) the Holder shall have the right to exercise all
  or any  portion of this  Warrant  during  the ten (10) day period  immediately
  following the date the Company provides notice that it has elected to exercise
  it option pursuant to this Section 4(a).

                  (b) At least five (5) business days prior to the repurchase of
  any unexercised  portion of this Warrant pursuant to Section 4(a), the Company
  shall send written notice to the Holder notifying the Holder of the repurchase
  to be effected,  specifying the number of Lots being repurchased, the date and
  time of such  repurchase,  the place at which  payment  may be  obtained,  and
  calling upon the Holder to  surrender to the Company,  in the manner and place
  designated, such unexercised portion of this Warrants being repurchased. On or
  after the date  designated for  repurchase,  the Holder shall surrender to the
  Company  certificates or other documents  representing  such warrants,  in the
  manner and at the place designated in the repurchase notice, and thereupon (i)
  the  repurchase  price with  respect to that  portion  of this  Warrant  being
  repurchased shall be paid to the Holder, and (ii) that portion of this Warrant
  which is repurchased shall be cancelled.

         5.  Reservation  of Shares.  The Company shall at all times reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its  Common  Stock as shall  from  time to time be  required  for  issuance  and
delivery upon exercise of the Warrant in full.

         6.  Fractional  Shares.  No  fractional  shares  or scrip  representing
fractional  shares  shall be  issued  upon the  exercise  of this  Warrant.  Any
fractional share to which Holder would otherwise be entitled shall be rounded to
the nearest whole share.

         7. Warrant Register. The Company will maintain a register (the "Warrant
Register")  containing  the names and  addresses  of the Holder or Holders.  Any
Holder may change his address as shown on the Warrant Register by written notice
to the  Company  requesting  such  change.  Any notice or written  communication

<PAGE>

required or  permitted  to be given to the Holder may be  delivered  or given by
mail to such Holder as named in the Warrant Register and at the address shown on
the Warrant  Register in  accordance  with  Section  26.  Until this  Warrant is
transferred  on the  Warrant  Register  of the  Company in  accordance  with the
provisions  hereof,  the  Company  may treat  the  Holder  named in the  Warrant
Register as the absolute owner of this Warrant for all purposes, notwithstanding
any notice to the contrary.  If this Warrant is transferred  in accordance  with
the  provisions  hereof or a Holder's  address as shown on the Warrant  Register
changes  and the  Company is  provided  notice  thereof in  accordance  with the
provision hereof, the Company shall record such transfer or change of address on
the Warrant Register as soon as practicable after receiving such notice.

         8. Warrant  Agent.  The Company may, by written  notice to all Holders,
appoint an agent  ("Warrant  Agent") who may at the option of the Company be the
Company's  transfer  agent or an  individual  employed  by the  Company  for the
purpose of maintaining the Warrant  Register,  issuing the Common Stock or other
securities  then  issuable upon the exercise of this  Warrant,  exchanging  this
Warrant, or replacing this Warrant. Thereafter, any such registration, issuance,
exchange,  or replacement  shall be made at the office of the Warrant Agent. The
Warrant Agent shall be bound by all terms and  conditions  of this Warrant,  and
the Company  shall at all times  compel the Warrant  Agent to perform all of its
obligations under this Warrant.

         9.       Transfer, Exchange or Replacement.

                  (a) Transferability and Non-Negotiability of Warrant.  Neither
this Warrant nor any interest therein may be transferred or assigned in whole or
in part without compliance with all applicable federal and state securities laws
by  Holder  and the  transferee  or  assignee  thereof,  including  delivery  of
investment intent  representation letter and a legal opinion in the form annexed
hereto from counsel reasonably  satisfactory to the Company,  to the effect that
such transfer or assignment is exempt from the registration  requirements of the
Securities Act of 1933 and the rules and regulations promulgated thereunder,  or
any similar  successor  statute  (collectively,  the "Securities  Act"), and any
applicable  state  securities  laws.  Subject to the preceding  sentence and the
requirements  of  Section  9(b)  below,  this  Warrant  may  be  transferred  by
endorsement  (by Holder  executing  the  Assignment  Form  annexed  hereto  with
Holder's  signature  guaranteed by an eligible  guarantor  institution that is a
member of a  recognized  medallion  signature  guarantee  program)  and delivery
thereof to the  Company or the  Warrant  Agent,  as  applicable,  together  with
payment of any applicable transfer taxes.

                  (b)  Notwithstanding  anything  set forth in this Section 9 to
the  contrary,  Holder  acknowledges  and agrees that it shall not transfer this
Warrant in whole or in Lots to (i) any individual,  firm,  corporation,  limited
liability company,  partnership,  trust or other entity, including any successor
(by merger or otherwise) of such entity (collectively, "Person"), other than the
Company,  who or which,  together with all Affiliates and Associates (as defined
in Rule 12b-2 of the Securities  Exchange Act of 1934 (the  "Exchange  Act")) of
such Person,  beneficially  owns at the time of such transfer,  or  beneficially
owned at any time  during the ninety (90) day period  immediately  prior to such
transfer,  more than one percent (1%) of the then issued and outstanding  Common
Stock,  or securities  convertible or  exercisable  into, or  exchangeable  for,
Common Stock, immediately prior to any proposed transfer of the Warrant, or (ii)
Summit   Technology,   Inc.,   Visx,   Incorporated,   Autonomous   Technologies
Corporation,  Chiron  Corporation,  or Bausch & Lomb  Incorporated  or any their
respective Affiliates or successors (by merger or otherwise).
<PAGE>

         For  purposes  of  this  Section  9(b) a  Person  shall  be  deemed  to
"beneficially  own" any securities (i) which such Person or any of such Person's
Affiliates or Associates  beneficially owns, directly or indirectly;  (ii) which
such Person or any of such Person's  Affiliates or Associates  has (A) the right
to acquire  (whether  such right is  exercisable  immediately  or only after the
passage of time) pursuant to any agreement,  arrangement or understanding (other
than customary  agreements with and among underwriters and selling group members
with respect to a bona fide public  offering of  securities),  whether or not in
writing,  or upon the exercise of conversion  rights,  exchange rights,  rights,
warrants or options, or otherwise;  or (B) the right to vote (whether such right
is  exercisable  immediately  or only after the passage of time) pursuant to any
agreement,  arrangement or understanding; or (iii) which are beneficially owned,
directly or  indirectly,  by any other Person (or any  Affiliate or Associate of
such other Person) with which such Person or any of such Person's  Affiliates or
Associates has any agreement, arrangement or understanding (other than customary
agreements with and among underwriters and selling group members with respect to
a bona fide public offering of securities),  whether or not in writing,  for the
purpose of acquiring,  holding, voting (other than pursuant to a revocable proxy
or consent as described in the proviso to clause (ii)(B) hereof) or disposing of
any securities of the Company.

                  (c) Exchange of Warrant Upon a Transfer.  On surrender of this
Warrant for exchange,  properly  endorsed on the  Assignment  Form with Holder's
signature guaranteed by an eligible guarantor  institution that is a member of a
recognized  medallion signature guarantee program,  and subject to Section 9(a),
the  Company at its  expense  shall issue to Holder a new warrant or warrants of
like  tenor,  in the name of Holder or as Holder  (on  payment  by Holder of any
applicable  transfer  taxes) may direct,  for the number of shares issuable upon
exercise hereof.

                  (d) Replacement of Warrant.  On receipt of evidence reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this  Warrant  and,  in case of loss,  theft or  destruction,  on  delivery of a
third-party indemnity agreement reasonably satisfactory in form and substance to
the Company or, in the case of mutilation, on surrender and cancellation of this
Warrant,  the Company at its expense shall execute and deliver,  in lieu of this
Warrant, a new warrant of like tenor and amount.

         10.      Compliance with Securities Laws.

                  (a) Holder,  by acceptance of this Warrant,  acknowledges that
neither  this  Warrant nor the Warrant  Shares  have been  registered  under the
Securities  Act and  represents and warrants to the Company that this Warrant is
being  acquired for investment and not for  distribution  or resale,  solely for
Holder's own account and not as a nominee for any other person,  and that Holder
will not offer,  sell, pledge or otherwise  transfer this Warrant or any Warrant
Shares  except  as may be  permitted  under  this  Warrant  and then only (i) in
compliance with the requirements for an available  exemption from the Securities
Act and any applicable  state  securities laws, or (ii) pursuant to an effective
registration  statement  or  qualification  under  the  Securities  Act  and any
applicable state securities laws.

                   (b)  Certificates  for all Warrant Shares shall bear a legend
in substantially the following form:

         THESE SHARES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933
         OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE OFFERED  FOR SALE,  SOLD,
         PLEDGED OR  OTHERWISE  TRANSFERRED  UNLESS SUCH  SHARES ARE  REGISTERED

<PAGE>

         UNDER SUCH ACT AND ALL APPLICABLE  STATE SECURITIES LAWS OR THE COMPANY
         RECEIVES  AN OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY  AND ITS
         COUNSEL TO THE  EFFECT  THAT NO SUCH  REGISTRATION  IS  REQUIRED,  SUCH
         OPINION  TO BE IN THE  FORM  OF  OPINION  PREVIOUSLY  AGREED  TO BY THE
         COMPANY.
 .

         11. Rights of the Holder.  Subject to Sections 19 and 20, and until the
Warrant  shall have been  exercised  as  provided  herein,  Holder  shall not be
entitled to vote, receive dividends or other  distributions on, or be deemed the
holder for any  purpose of, any Warrant  Shares or any other  securities  of the
Company  that may from time to time be issuable  upon the exercise  hereof,  nor
shall Holder, in such capacity,  enjoy any of the rights of a stockholder of the
Company  or any right to vote on, or  consent  (or  withhold  consent)  to,  the
election  of  directors  of the  Company or any other  matter  submitted  to the
stockholders of the Company, or to receive notice of meetings thereof.

         12.      Registration of Warrant Shares.

                  (a)      The Company shall:

                           (i)  prepare  and,  on or prior to  thirty  (30) days
         after the date hereof, file with the Securities and Exchange Commission
         ("SEC") a  Registration  Statement  on Form S-3 or any  successor  form
         promulgated  by the SEC in  respect  of all the  Warrant  Shares  on an
         appropriate  form for a secondary  offering to be made on a  continuous
         basis by the  Company  pursuant  to Rule 415 (the  "Shelf  Registration
         Statement"); and

                           (ii)  subject  to  Section  13  hereof,  use its best
         efforts to cause the Shelf  Registration  Statement to become effective
         as soon as practicable after such filing.

In  addition  to the  Warrant  Shares,  the  Company  may  include  in the Shelf
Registration  Statement  shares of  Common  Stock  held by any  holder of equity
securities of the Company or any securities  convertible  into or exercisable or
exchangeable  for such equity  securities,  which  holder is entitled by written
agreement  with the Company to have some or all of such  securities  included in
the Shelf Registration Statement.

                  (b) The Company  shall use its best  efforts to keep the Shelf
Registration Statement continuously effective at all times until such date as is
the earlier of: (i) the date on which all of the Warrant  Shares have been sold,
(ii) the date on which all of the Warrant Shares may be immediately  sold to the
public without registration conditions or limitations,  whether pursuant to Rule
144 or otherwise,  and (iii) the date which is the one year  anniversary  of the
date hereof;  provided that such one-year period shall be extended by the number
of days during which a Blackout  Period (as defined herein) or a Holdback Period
(as defined  herein) is in effect or is invoked.  (The period of time commencing
on the date the Shelf Registration Statement is declared effective and ending on
the earliest of the  foregoing  dates shall be referred to as the  "Registration
Period").  Such best  efforts  shall  include,  but not be limited to,  promptly
responding  to all  comments  received  from the  staff of the SEC.  Should  the
Company receive notification from the SEC that the Shelf Registration  Statement
will receive no action or no review from the SEC,  subject to Section 13 hereof,

<PAGE>

the Company shall cause such Shelf  Registration  Statement to become  effective
within seven (7) business days of such SEC  notification.  Subject to Section 13
hereof,  the  Company  shall use its best  efforts to amend and  supplement  the
prospectus  contained in the Shelf Registration  Statement (the "Prospectus") in
order to permit such  Prospectus to be lawfully  delivered  until the end of the
Registration Period.

                  (c) In connection with the Shelf Registration  Statement,  the
Company shall:

                            (i)  mail to each  Holder  a copy of the  Prospectus
forming part of the Shelf Registration Statement;

                            (ii) otherwise comply in all material  respects with
all applicable federal securities laws, rules and regulations.

                  (d)  Upon the  occurrence  of a  Blackout  Event  (as  defined
herein) or the triggering of a Holdback Period,  the Company shall notify Holder
of such  occurrence  in  accordance  with  Section 26.  Upon such  notice  being
provided  Holder  agrees not to sell any  Warrant  Shares  pursuant to the Shelf
Registration  Statement  until the Company has notified Holder that the Blackout
Period or Holdback Period, as applicable, is no longer in effect.

                  (e) Subject to Section 13 hereof,  the Company shall  promptly
supplement  and  amend the  Shelf  Registration  Statement  if  required  by the
Securities  Act or if  reasonably  requested by the Holders of a majority of the
Warrant Shares then transferable pursuant to such Shelf Registration Statement.

                  (f) Each Holder agrees to notify the Company promptly,  but in
any event within three (3)  business  days,  after the date on which all Warrant
Shares  owned by such  Holder  have been sold by such Holder so that the Company
may comply with its obligation to terminate the Shelf Registration  Statement in
accordance with Item 512 of Regulation S-K.

                  (g) The Company  hereby  represents and warrants that it meets
the  requirements  for the use of Form S-3 for  registration  of the sale by the
Holders of the Warrant Shares,  and the Company shall file all reports  required
to be filed by the  Company  with the SEC in a timely  manner so as to  maintain
such eligibility for the use of Form S-3.

         13.      Blackout Period and Holdback Events.

                  (a) During any period of up to 90 days' duration following the
occurrence of a Blackout Event (a "Blackout  Period"),  the Company shall not be
required to file, or cause to be declared  effective,  under the  Securities Act
the  Shelf  Registration  Statement,   or,  if  applicable,   the  Holders  will
discontinue  the  offer  and  sale  of  Warrant  Shares  pursuant  to the  Shelf
Registration Statement.

                  (b) The  Holders  shall  not,  if  requested  by the  managing
underwriter or underwriters of an underwritten offering and if all affiliates of
the Company (as defined in Rule 144(a)(1)  under the  Securities  Act) have been
likewise  required,  effect  any public or  private  sale of any  Common  Stock,
including a sale  pursuant to Rule 144,  during the period  ("Holdback  Period")
beginning 14 days prior to, and ending 90 days after,  the effective date of the
registration  statement  relating to a public offering of Common Stock, or other
securities  convertible  into, or exercisable or exchangeable  for, Common Stock
that is underwritten on a firm commitment basis.
<PAGE>

                  (c) The  aggregate  number  of days  during  which one or more
Blackout  Periods or Holdback  Periods  are in effect  shall not exceed 180 days
during the  Registration  Period,  provided  that the  aggregate  number of days
during  which one or more  Blackout  Periods or  Holdback  Periods are in effect
shall not exceed 90 days in any 12 month period during the Registration Period.

                  (d) The Company shall  promptly  notify the Holders in writing
of any decision not to file the Shelf Registration Statement or not to cause the
Shelf Registration Statement to be declared effective or to discontinue sales of
Warrant  Shares  pursuant to this  Section 13,  which notice shall set forth the
reason for such decision (but not disclosing any nonpublic material information)
and shall include an undertaking  by the Company  promptly to notify the Holders
as soon as sales may resume.

                  (e) For purposes of this Warrant "Blackout Event" shall mean a
determination  by the Company made in good faith,  after consulting with outside
securities counsel, that the registration of Warrant Shares under the Securities
Act or the  continuation  of the  disposition of Warrant Shares  pursuant to the
Shelf  Registration  Statement  at such time (i) would have a  material  adverse
effect upon a proposed material sale of all (or substantially all) of the assets
of the Company or a proposed material merger,  reorganization,  recapitalization
or similar current  transaction  materially  affecting the capital  structure or
equity  ownership  of the Company,  or (ii) would  require the Company to make a
public  disclosure of information,  which  disclosure has been determined by the
Company,  after consultation with outside securities  counsel,  not to be in the
best interests of the Company.

                  (f) Other holders of Common Stock,  or securities  convertible
or exercisable  into, or  exchangeable  for,  Common Stock (the "Other  Blackout
Holders") have agreed that trading pursuant to an effective Company registration
statement  may be  suspended  due to the  occurrence  of  events  the same as or
substantially  similar to the events  described  in  Section  13(e).  Therefore,
notwithstanding  anything else to the contrary  herein,  the Holders will not be
subject to a Blackout  Event  unless the  Company  notifies  all Other  Blackout
Holders that such holders must suspend trading pursuant to an effective  Company
registration statement due to such Blackout Event.

         14. Registration Procedures. In connection with the filing of the Shelf
Registration  Statement,  the Company shall effect such  registrations to permit
the sale of the Warrant Shares covered  thereby in accordance  with the intended
method or methods  of  disposition  thereof,  and in  connection  with the Shelf
Registration Statement the Company shall:

                  (a) Notify the selling Holders of Warrant Shares promptly (but
in any event within five business days), and confirm such notice in writing: (i)
when the Prospectus or any Prospectus supplement or post-effective amendment has
been  filed,  and,  with  respect  to the Shelf  Registration  Statement  or any
post-effective   amendment,  when  the  same  has  become  effective  under  the
Securities Act, (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of the Shelf Registration  Statement or of any order preventing or
suspending  the  use  of  any  preliminary   prospectus  or  the  initiation  or
threatening of any  proceedings  for that purpose,  and (iii) any request by the
SEC for the amending or supplementing of such registration statement, prospectus
or prospectus supplement.
<PAGE>

                  (b) Use its best  efforts to prevent the issuance of any order
suspending the effectiveness of the Shelf Registration Statement or of any order
preventing  or  suspending   the  use  of  the   Prospectus  or  suspending  the
qualification (or exemption from qualification) of any of the Warrant Shares for
sale in any jurisdiction and, if any such order is issued, to use its reasonable
best  efforts  to obtain  the  withdrawal  of any such  order or  suspension  of
qualification or exemption from qualification at the earliest practicable time.

                  (c) Furnish to each  selling  Holder of Warrant  Shares and to
any underwriter  participating  in such  registration at the sole expense of the
Company  at  least  one  conformed  copy  of the  Shelf  Registration  Statement
including  financial  statements and schedules  thereto and each  post-effective
amendment thereto and, if requested,  all documents incorporated or deemed to be
incorporated  therein by reference and all exhibits as soon as practicable after
such Holder or underwriter so requests.

                  (d) Deliver to each  selling  Holder of Warrant  Shares and to
any underwriter  participating  in such  registration at the sole expense of the
Company as many copies of the  Prospectus  (including  each form of  preliminary
prospectus)  and  each  amendment  or  supplement   thereto  and  any  documents
incorporated by reference  therein as such Holder may reasonably  request;  and,
subject to the last  paragraph of this  Section 14, the Company  consents to the
use of such  Prospectus and each amendment or supplement  thereto by each of the
selling  Holders of Warrant Shares and the  underwriters,  if any, in connection
with the offering and sale of the Warrant Shares covered by such  Prospectus and
any amendment or supplement thereto.

                  (e)  Prior  to the  effectiveness  of the  Shelf  Registration
Statement  and  thereafter,  to use its  reasonable  best efforts to register or
qualify,  and to  cooperate  with the  selling  Holders  of  Warrant  Shares  in
connection  with the  registration  or  qualification  (or  exemption  from such
registration or  qualification)  of such Warrant Shares for offer and sale under
the securities or blue sky laws of such  jurisdictions  within the United States
as any  selling  Holder  reasonably  requests;  keep each such  registration  or
qualification  (or exemption  therefrom)  effective  during the period the Shelf
Registration Statement is required to be kept effective and do any and all other
acts or things  reasonably  necessary or advisable to enable the  disposition in
such  jurisdictions  of the  Warrant  Shares  covered by the Shelf  Registration
Statement;  provided,  however,  that the  Company  shall not be required to (i)
qualify to do  business  in any  jurisdiction  where it would not  otherwise  be
required to qualify but for this Section  14(e),  (ii) subject itself to general
taxation in any such  jurisdiction,  (iii) file a general  consent to service of
process in any such  jurisdiction,  (iv) provide any undertakings that cause the
Company  material  expense or burden,  or (v) make any change in its  charter or
by-laws,  which in each case the Company's  Board of Directors  determines to be
contrary to the best interests of the Company and its stockholders.

                  (f) Cooperate  with the selling  Holders of Warrant  Shares to
facilitate  the timely  preparation  and delivery of  certificates  representing
Warrant Shares to be sold,  which  certificates  shall not bear any  restrictive
legends  and shall be in a form in  compliance  with any  applicable  rules of a
stock exchange on which the Common Stock is then listed; and enable such Warrant
Shares to be in such  denominations  and registered in such names as Holders may
reasonably request.

                  (g)  Upon  the  occurrence  of any  event  or any  information
becoming  known to the  Company  that  makes  any  statement  made in the  Shelf

<PAGE>

Registration  Statement or the Prospectus or any document incorporated or deemed
to be  incorporated  therein by  reference  untrue in any material  respect,  as
promptly as  practicable  prepare and file with the SEC, at the sole  expense of
the Company, a supplement or post-effective  amendment to the Shelf Registration
Statement or a supplement  to the  Prospectus  or any document  incorporated  or
deemed to be  incorporated  therein  by  reference,  or file any other  required
document so that,  as  thereafter  delivered  to the  purchasers  of the Warrant
Shares being sold  thereunder,  any such  Prospectus  will not contain an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances under which they were made, not misleading.

                  (h) Prepare and file with the SEC,  promptly  upon the request
of any Holder, any amendments or supplements to the Shelf Registration Statement
or  prospectus  which,  in the judgment of counsel for the Company,  is required
under the  Securities  Act in connection  with the  distribution  of the Warrant
Shares by such Holders.

                  (i) Comply with all  applicable  rules and  regulations of the
SEC and make generally  available to its security  holders  earnings  statements
satisfying  the  provisions of Section 11(a) of the  Securities Act and Rule 158
thereunder (or any similar rule  promulgated  under the Securities Act) no later
than 90 days after the end of any 12-month  period (or 120 days after the end of
any 12-month period if such period is a fiscal year) commencing on the first day
of the first fiscal quarter of the Company after the effective date of the Shelf
Registration Statement, which statements shall cover said 12-month periods.

                  (j) Cooperate  with each seller of Warrant  Shares  covered by
the Shelf  Registration  Statement in connection with any filings required to be
made with the National Association of Securities Dealers, Inc.

                  (k) Use its  reasonable  best  efforts  to  cause,  at its own
expense,  all Warrant Shares relating to the Shelf Registration  Statement to be
listed on each  securities  exchange,  if any,  or  quoted on any  broker-dealer
quotation  system on which  similar  securities  issued by the  Company are then
listed.

                  (l) Furnish an opinion,  dated as of the effective date of the
Shelf Registration  Statement,  of the counsel  representing the Company for the
purpose of such registration addressed to the underwriters,  if any, making such
request,  covering such matters as are customarily  covered by such opinions and
as such underwriters may reasonably request.  Use its reasonable best efforts to
furnish  letters  dated  as of the  effective  date  of the  Shelf  Registration
Statement,   from  independent  certified  public  accountants  of  the  Company
addressed  to the  underwriters,  if any,  making such  request,  covering  such
matters as are customarily  covered by such letters and as such underwriters may
reasonably request.

         The Company may require  each seller of Warrant  Shares as to which any
registration  is being  effected  to furnish  to the  Company  such  information
regarding such seller and the distribution of such Warrant Shares as the Company
may, from time to time,  reasonably  request.  The Company may exclude from such
registration  the Warrant  Shares of any seller so long as such seller  fails to
furnish such information  within a reasonable time after receiving such request.
Each  seller as to which  the Shelf  Registration  Statement  is being  effected
agrees to  furnish  promptly  to the  Company  all  information  required  to be
disclosed in order to make the information  previously  furnished to the Company
by such seller not materially misleading.
<PAGE>

         Each Holder of Warrant Shares  understands  that the Securities Act may
require  delivery of the Prospectus in connection with any sale thereof pursuant
to the Shelf Registration Statement,  and each such Holder shall comply with the
applicable  Prospectus delivery requirements of the Securities Act in connection
with any such sale.

         Each Holder of Warrant  Shares  agrees by  acquisition  of such Warrant
Shares that, upon actual receipt of any notice from the Company of the happening
of  any  event  of  the  kind  described  in  Section  14(a)(ii)  hereof  or any
information   becoming  known  that  makes  any  statement  made  in  the  Shelf
Registration  Statement or the Prospectus or any document incorporated or deemed
to be incorporated  therein by reference  untrue in any material  respect,  such
Holder will forthwith discontinue  disposition of such Warrant Shares covered by
the Shelf  Registration  Statement or the  Prospectus  to be sold by such Holder
until  such  Holder's  receipt  of the  copies of the  supplemented  or  amended
Prospectus  contemplated  by  Section  14(d)  hereof,  or until it is advised in
writing  (the  "Advice") by the Company  that the use of the  Prospectus  may be
resumed,  and has received copies of any amendments or supplements  thereto.  In
the event the Company shall give any such notice, the Registration  Period shall
be extended by the number of days during such period from and including the date
of the  giving of such  notice  to and  including  the date when each  seller of
Warrant Shares covered by the Shelf Registration  Statement, as the case may be,
shall have  received (i) the copies of the  supplemented  or amended  Prospectus
contemplated by Section 14(d) hereof or (ii) the Advice.

         15. Expenses. With respect to such registration, the Company shall bear
all fees, costs and expenses,  including  without  limitation all  registration,
filing and NASD fees,  printing expenses,  fees and disbursements of counsel and
accountants for the Company,  all internal Company expenses,  and all legal fees
and  disbursements and other expenses of complying with state securities or blue
sky laws of any jurisdiction in which the Warrant Shares are to be registered or
qualified, but excluding any underwriting discounts and commissions and transfer
taxes and any other related selling  expenses  incurred by the selling  Holders.
The selling  Holders  will be  responsible  for fees and  disbursements  of such
parties' counsel and accountants.

         16.  Indemnification By the Company. With respect to such registration,
the Company will indemnify and hold harmless each Holder of Warrant Shares which
are included in a  registration  statement  pursuant to the  provisions  of this
Warrant,  its  directors and officers,  and any  underwriter  (as defined in the
Securities  Act) for such  Holders and each person,  if any,  who controls  such
Holder or such  underwriter  within the meaning of the Securities  Act, from and
against,   and  will  reimburse  such  Holder  and  each  such  underwriter  and
controlling person with respect to, any and all loss, claim, damage,  liability,
cost (including  without  limitation the reasonable cost of investigation of any
claim)  and  expense,  joint  or  several,  to  which  such  Holder  or any such
underwriter or controlling person may become subject under the Securities Act or
otherwise,  insofar  as such  losses,  claims,  damages,  liabilities,  costs or
expenses arise out of or are based on (i) any untrue statement or alleged untrue
statement of any material fact  contained in such  registration  statement,  any
prospectus contained therein or any amendment or supplement thereto, or (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances in which they were made, not misleading; or (iii) any violation or
alleged  violation by the Company of the Exchange Act, any state securities law,
or any rule or regulation promulgated under any of the aforementioned  statutes,
provided,  however,  that the Company will not be liable in any such case to the
extent that any such loss, claim, damage,  liability, cost or expense arises out

<PAGE>

of or is based upon any untrue statement or alleged untrue statement or omission
or alleged  omission so made in conformity  with  information  furnished by such
Holder, such underwriter or such controlling person in writing  specifically for
use in the preparation thereof.


         17. Indemnification By Holders. With respect to such registration, each
Holder of Warrant Shares which are included in a registration statement pursuant
to the  provisions of this Warrant will,  jointly and  severally,  indemnify and
hold harmless the Company,  its directors and officers and each person,  if any,
who  controls the Company  within the meaning of the  Securities  Act,  from and
against,  and will reimburse the Company and each such controlling  person, with
respect to, any and all loss, claim, damage,  liability, cost (including without
limitation the reasonable cost of investigation of any claim) and expense, joint
or  several,  to which the  Company  or any such  controlling  person may become
subject under the Securities Act or otherwise,  insofar as such losses,  claims,
damages, liabilities, costs or expenses arise out of (i) any untrue statement or
alleged  untrue  statement of any material fact  contained in such  registration
statement,  any  prospectus  contained  therein or any  amendment or  supplement
thereto  made  in  conformity   with   information   furnished  by  such  Holder
specifically for use in the preparation thereof, or (ii) the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading made in conformity with information  furnished by
such  Holder  specifically  for use in the  preparation  thereof;  or (iii)  any
violation or alleged  violation  by the Company of the  Exchange  Act, any state
securities  law,  or  any  rule  or  regulation  promulgated  under  any  of the
aforementioned statutes,  provided that any such loss, claim, damage, liability,
cost or expense  arises out of or is based upon any untrue  statement or alleged
untrue  statement  or omission or alleged  omission so made in  conformity  with
information  furnished by such Holder  specifically  for use in the  preparation
thereof.

         18.  Rule  144.  From  the  effective  date of the  Shelf  Registration
Statement,  the Company shall use its reasonable  best efforts to timely prepare
and file all  documents  required to be filed with the SEC as shall be necessary
to enable the Holders to sell  unregistered  Warrant  Shares in accordance  with
Rule 144 under the Securities  Act. Upon the request of any Holder,  the Company
shall  deliver to such Holder a written  statement as to whether it has complied
with such requirements.

         19. Anti-Dilution  Provisions.  So long as this Warrant, or any portion
thereof,  shall remain  outstanding and unexpired,  the Exercise Price in effect
from time to time and the number  and kind of  securities  purchasable  upon the
exercise of the  Warrants  shall be subject to  adjustment  from time to time as
follows:

                  (a) If the  Company  shall (i)  declare a  dividend  or make a
distribution  on its  outstanding  shares  of  Common  Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding  shares of Common Stock into
a greater  number of shares,  or (iii)  combine or  reclassify  its  outstanding
shares of Common Stock into a smaller number of shares (any of the foregoing,  a
"Dilutive  Event"),  the Exercise Price in effect at the time of the record date
for such  Dilutive  Event  shall be  adjusted  so that it shall  equal the price
determined by multiplying  the Exercise Price by a fraction,  the denominator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
after giving effect to such Dilutive Event,  and the numerator of which shall be
the  number  of shares of Common  Stock  outstanding  immediately  prior to such
Dilutive Event (such fraction,  the "Adjustment Factor").  Such adjustment shall
be made successively whenever any Dilutive Event shall occur.
<PAGE>

                  (b) If the Company  shall issue rights or warrants to all, but
not less  than  all,  of the  holders  of its  Common  Stock  entitling  them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (or having a conversion  price per share) less than the
Current  Market Price (as defined  below) of the Common Stock on the record date
specified  below,  the  Exercise  Price shall be adjusted so that the same shall
equal  the  price  determined  by  multiplying  the  Exercise  Price  in  effect
immediately  prior to the date of such issuance by a fraction,  the numerator of
which shall be the sum of the number of shares of Common  Stock  outstanding  on
such record date and the number of  additional  shares of Common Stock which the
aggregate  offering  price of the total  number  of  shares  of Common  Stock so
offered (or the  aggregate  conversion  price of the  convertible  securities so
offered)  would  purchase  at the Current  Market  Price per share of the Common
Stock,  and the  denominator  of which  shall be the sum of the of the number of
shares  of  Common  Stock  outstanding  on such  record  date and the  number of
additional  shares of Common Stock offered for subscription or purchase (or into
which the convertible  securities so offered are  convertible).  Such adjustment
shall be made successively whenever such rights or warrants are issued and shall
become  effective  immediately  after the record date for the  determination  of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities  convertible into Common
Stock are not delivered)  after the  expiration of such rights or warrants,  the
Exercise  Price shall be readjusted to the Exercise Price which would then be in
effect had the  adjustments  made upon the  issuance  of such rights or warrants
been  made  upon the basis of  delivery  of only the  number of shares of Common
Stock (or securities  convertible  into Common Stock)  actually  delivered.  The
"Current  Market Price" per share of Common Stock at any date shall be deemed to
be the  average of the daily  closing  prices for the  thirty  (30)  consecutive
business days immediately before such date.

                  (c) Whenever the Exercise  Price payable upon exercise of each
Warrant is  adjusted  pursuant to Section  19(a) or 19(b),  the number of shares
purchasable  upon exercise of this Warrant shall  simultaneously  be adjusted by
dividing  the number of shares  issuable  upon  exercise of this  Warrant by the
Adjustment Factor.

                  (d) If at any time, as a result of an adjustment made pursuant
to this  Section  19(e) or 19(f),  the Holder of this Warrant  shall  thereafter
become entitled to receive any shares of the Company, other than Common Stock or
shares of any issuer other than the Company,  thereafter  the Exercise Price and
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be  subject  to  adjustment  from time to time in a manner and on terms as
nearly  equivalent as practicable  to the provisions  with respect to the Common
Stock contained in Sections 19(a), 19(b) and 19(c).

                  (e)  If the  Company  by  reclassification  of  securities  or
otherwise,  shall change any of the securities as to which purchase rights under
this  Warrant  exist into the same or a different  number of  securities  of any
other class or classes,  this Warrant  shall  thereafter  represent the right to
acquire such number and kind of  securities  as would have been  issuable as the
result of such change with  respect to the  securities  that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Exercise Price therefor  shall be  appropriately  adjusted,
all subject to further adjustment as provided in this Section 19.

                  (f) If at any time there shall be (i) a reorganization  (other

<PAGE>

than a  subdivision,  combination,  reclassification,  or other change of shares
otherwise  provided for herein),  (ii) a merger or  consolidation of the Company
with or into  another  corporation  in which the  Company  is not the  surviving
entity,  or a reverse  triangular  merger in which the Company is the  surviving
entity but the shares of the  Company's  capital stock  outstanding  immediately
prior to the merger are  converted by virtue of the merger into other  property,
whether  in the  form of  securities,  cash,  or  otherwise,  or (iii) a sale or
transfer of the  Company's  properties  and assets as, or  substantially  as, an
entirety to any other person,  then, as a part of such  reorganization,  merger,
consolidation,  sale or  transfer,  lawful  provision  shall be made so that the
holder of this Warrant shall  thereafter be entitled to receive upon exercise of
this  Warrant,  during  the  period  specified  herein  and upon  payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor  corporation  resulting  from such  reorganization,
merger, consolidation,  sale or transfer that a Holder of the shares deliverable
upon  exercise  of this  Warrant  would  have been  entitled  to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer,  all subject to further adjustment as provided in this Section 19. The
foregoing  provisions of this Section 19(f) shall  similarly apply to successive
reorganizations,  consolidations,  mergers, sales and transfers and to the stock
or securities of any other  corporate that are at the time  receivable  upon the
exercise of this Warrant. In all events,  appropriate  adjustment (as determined
by the Company's  Board of Directors)  shall be made in the  application  of the
provisions  of this  Warrant  with  respect to the rights and  interests  of the
Holder after the  transaction,  to the end that the  provisions  of this Warrant
shall be applicable  after the event,  as near as reasonably may be, in relation
to any shares or other  property  deliverable  after that event upon exercise of
this Warrant.

                  (g) Whenever the Exercise  Price shall be adjusted as required
by the  provisions of Section 19, the Company shall promptly file in the custody
of its  Secretary or an Assistant  Secretary  at its  principal  office or Other
Office and with the Warrant Agent, if any, an officer's  certificate showing the
adjusted  Exercise  Price  determined  as  herein  provided,  setting  forth  in
reasonable detail the facts requiring such adjustment,  including a statement of
the number of  additional  shares of Common Stock or other  securities,  if any,
issuable  upon  exercise  of this  Warrant  and  such  other  facts  as shall be
necessary  to show the reason for and the manner of computing  such  adjustment.
Each  such  certificate  shall be made  available  at all  reasonable  times for
inspection by Holder and the Company shall  forthwith after each such adjustment
mail a copy of such  certificate  to Holder at its address last appearing in the
Warrant Register.

         20. Notices to Warrant Holders.  If at any time while this Warrant,  or
any portion thereof,  remains  outstanding and unexpired,  (i) the Company shall
pay any  dividend or make any  distribution  upon the Common  Stock  (other than
regular quarterly cash dividends or dividends paid in the form of Common Stock),
(ii) the  Company  shall  offer to the  holders of Common  Stock  generally  for
subscription  or  purchase  by them any share of the Company of any class or any
other rights issued by the Company,  or (iii) the capital  reorganization of the
Company,  reclassification of the capital stock of the Company, consolidation or
merger  of  the  Company  with  or  into  another  corporation,  sale  of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation or voluntary or involuntary  dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed to Holder at its  address  specified  in the Warrant  Register,  at
least 10 days prior to the date specified in (x) or (y) below, as applicable,  a
notice  containing a brief  description of the proposed event  described in (i),
(ii) or (iii)  above and  stating  the date on which (x) a record is to be taken
for  the  purpose  of  such  dividend,  distribution  or  rights,  or  (y)  such
reclassification,  reorganization,  consolidation,  merger,  sale,  dissolution,
liquidation or winding up is to take place and the date, if any, is be fixed, as

<PAGE>

of which the holders of the Common Stock or other  securities shall receive cash
or other property  deliverable upon such event.  Notwithstanding  the above, the
failure to give such notice shall not affect the validity of any transaction for
which the notice was required to be given.


         21.  Governing  Law. This Warrant shall be governed by and construed in
accordance  with the internal  laws of the State of New York  without  regard to
such state's conflict of law provisions.

         22.  Severability.  In the event that any one or more of the provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

         23.  Standstill.  Mercacorp  and,  if  applicable,  such  other  Holder
acknowledges  that it is a condition  to the  Company's  agreement to issue this
Warrant to Mercacorp that Mercacorp and, if applicable,  such other Holder agree
that it will not, and will direct their  respective  Affiliates and  Associates,
and directors,  officers,  employees and agents of Mercacorp and, if applicable,
such other  Holder  and their  respective  Affiliates  and  Associates,  not to,
directly or indirectly,  for a period beginning on the date hereof and ending on
the first to occur of (i)  November  10,  2001,  or (ii) the  expiration  of the
twelve (12) month  period  immediately  following  the date on which all 750,000
Warrant  Shares have been issued under this Warrant (the  "Standstill  Period"),
unless in any such case specifically invited in writing to do so by the Board of
Directors of the Company:

                   (a) purchase,  acquire or own, or offer or agree to purchase,
         acquire or own,  directly or  indirectly,  Common Stock (or  securities
         convertible or exercisable  into, or  exchangeable  for,  Common Stock)
         which at any time would result in Mercacorp  and, if  applicable,  such
         other Holder in the aggregate owning, directly or indirectly, more than
         1,650,000 shares of Common Stock;

                  (b) make, or in way  participate  in,  directly or indirectly,
         any  "solicitation"  of "proxies" (as such terms are defined or used in
         Regulation 14A under the Exchange Act) or become a "participant"  in an
         "election  contest"  (as such terms are  defined or used in Rule 14a-11
         under the  Exchange  Act) with respect to the Company or seek to advise
         or  influence  any  person  with  respect  to the  voting of any voting
         securities of the Company;

                  (c)  execute  any  written  consent  in lieu of a  meeting  of
         holders of securities  of the Company or any class thereof  unless such
         written consent is solicited by the Board of Directors of the Company;

                  (d) initiate,  propose or otherwise  solicit  stockholders for
         the approval of one or more  stockholder  proposals with respect to the
         Company as  described in Rule 14a-8 under the Exchange Act or induce or
         attempt  to  induce  any  other  person  to  initiate  any  stockholder
         proposal;

                  (e)  acquire or affect the  control of the Company or directly
         or indirectly  participate in or encourage the formation of any "group"
         (within the meaning of Section 13(d)(3) of the Exchange Act) which owns
         or seeks to acquire ownership of voting  securities of the Company,  or
         to acquire or affect control of the Company;
<PAGE>

                   (f)  call  or  seek  to  have   called  any  meeting  of  the
          stockholders of the Company;

                  (g) seek election to or seek to place a representative  on the
         Board of  Directors of the Company or seek the removal of any member of
         the Board of Directors of the Company;

                  (h) otherwise act, directly or indirectly, alone or in concert
         with  others,  to seek to  control  or to  influence  in any manner the
         management, board of directors,  policies or affairs of the Company, or
         propose  or seek to  effect  or  negotiate  with or  provide  financial
         assistance (by loan, capital  contribution or otherwise) or information
         to  any  party  with  respect  to  any  form  of  business  combination
         transaction (including,  without limitation, a merger, consolidation or
         acquisition or disposition of significant  assets of the Company or any
         other  entity)  with  the  Company  or  any  affiliate  thereof  or any
         restructuring,  recapitalization or similar transaction with respect to
         the Company or any affiliate thereof;

                  (i) instigate,  encourage,  assist or render advice to or make
         any  recommendation or proposal to any person or other entity to engage
         in any of the  actions  covered  by  clauses  (a)  through  (h) of this
         Section 23, or render  advice with respect to voting  securities of the
         Company;

                  (j)  except to the  extent  required  by law,  make any public
         statement  (or make  available  to any  member  of the news  media  any
         information)  with respect to any of the matters covered by clauses (a)
         through  (h) of this  section  23,  or with  respect  to the  terms and
         conditions of, or any of the facts related to, this Warrant; or

                  (k) request any waiver, modification, termination or amendment
         of this Section 23 or the  relinquishment  by the Company of any rights
         with respect thereto.

         For  purposes of this Section 23, the term  "voting  securities"  shall
mean (i) any  securities  which are entitled to vote upon any  matters,  whether
such  securities are entitled to vote on such matters in all events or only upon
the  occurrence  of a  default  or other  contingencies,  or (ii)  any  options,
warrants,  rights or securities  which by their terms may be convertible into or
exchangeable  for any  security  described in clause (i) of this  sentence.  The
restrictions  set forth in this  Section 23 shall  survive  Mercacorp's  and, if
applicable,  such  other  Holder's  exercise  of the last of the Lots and  shall
continue until the expiration of the Standstill Period.

         24. Authorization. The Company and Mercacorp each represent and warrant
to the other that (i) each such party is duly organized, validly existing and in
good standing under the laws of their respective  jurisdiction of incorporation,
(ii) each such party has the requisite  corporate power and authority to execute
this  Warrant  and to carry out and  perform  the terms and  provisions  of this
Warrant,  and (iii)  this  Warrant  constitutes  the valid and  legally  binding
obligation of such party.

         25.  Counterparts.  This  Warrant  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

         26.  Notice.  Any notice  required or permitted to be given shall be in
writing and may be  personally  served or  delivered  by courier or by confirmed

<PAGE>

telecopy,  and shall be deemed to be  delivered  at the time and date of receipt
(which shall include telephone line facsimile  transmission).  The addresses for
such communications shall be:


                  If to the Company:

                           LaserSight Incorporated
                           3300 University Boulevard, Suite 140
                           Orlando, Florida 32792
                           Telecopy:  (407) 678-9982
                           Attn:    Chief Financial Officer


                  And:

                           Sonnenschein Nath & Rosenthal
                           8000 Sears Tower
                           Chicago, Illinois 60606
                           Telecopy: (312) 876-7934
                           Attn:    Paul J. Miller, Esq.


                  With a copy to:

                           The Lowenbaum Partnership, L.L.C.
                           222 South Central Avenue, Suite 901
                           St. Louis, Missouri 63105
                           Telecopy: (314) 746-4848
                           Attn:    Timothy L. Elliott, Esq.


                  If to the Holder:

                           Mercacorp, Inc.
                             care of:
                                    Ziegler, Ziegler & Altman LLP
                                    750 Lexington Avenue
                                    New York, New York 10022
                                    Telecopy: (212) 319-7605
                                    Attn:   Steven Altman, Esq.



<PAGE>



                                      
         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its officers thereunto duly authorized, as of the date below.

Dated as of:  November 11, 1998
LASERSIGHT INCORPORATED

                                                    /s/Michael R. Farris   
                                             By:    ----------------------------
                                                    Michael R. Farris, President

                                                    /s/Gregory L. Wilson   
                                         Attest:    ----------------------------
                                                    Gregory L. Wilson, Secretary


ACCEPTED AND AGREED:

MERCACORP, INC.
                         

By: --------------------------

Title: -----------------------

Date:  November 11, 1998


<PAGE>



                              FORM OF LEGAL OPINION

                               _____________, 1998


LaserSight Incorporated
3300 University Blvd.
Suite 140
Orlando, Florida  32792

         Re:      Warrant Transfer

Gentlemen:

         We have acted as  counsel  to  [Mercacorp,  Inc.  or other  holder] , a
corporation   organized   under  the  laws  of   ________________________   (the
"Company"),  in connection with the transfer of the Warrant,  dated November 11,
1998, to purchase 750,000 shares of common stock, $.001 par value, of LaserSight
Incorporated (the "Warrant") to _________________________ ("Transferee").

         In connection with this opinion,  we have examined originals or copies,
certified or otherwise  identified to our satisfaction,  of the Warrant and such
agreements, instruments, certificates,  representations,  documents and records,
and  have  made  such  other  investigations,  as we have  deemed  necessary  or
appropriate  as a basis  for the  opinions  set  forth  herein.  As to any facts
material to the opinions  expressed  herein, we have relied upon oral or written
statements  and  representations  of officers and other  representatives  of the
Company and Transferee.

         The Transferee has represented that it is acquiring the Warrant (i) for
investment and not for distribution or resale,  and (ii) solely for Transferee's
own account and not as a nominee for any other person.

         Based upon and subject to the foregoing, we are of the opinion that the
transfer  of the  Warrant  from the  Company to  Transferee  is exempt  from the
registration requirements of the Securities Act of 1933 (the "Act").

         We express no  opinion as to the laws of any  jurisdictions  other than
the  Federal  securities  laws of the United  States of America in effect on the
date hereof,  and we assume no obligation  to revise or supplement  this opinion
should such laws be changed by legislative or  administrative  action,  judicial
decision or otherwise.

         This  opinion is solely for the benefit of you and your counsel and can
not be relied upon by any other person, corporation or entity.


<PAGE>



                               NOTICE OF EXERCISE



TO:  LaserSight Incorporated                      Dated:  ______________, 199___


         (1) The undersigned  hereby  irrevocably  elects to exercise the within
Warrant to the extent of purchasing  _______________  shares of Common Stock and
hereby makes payment of  ______________  in payment of the actual exercise price
thereof.



                                     ------------------------------------------

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

         (2) Please issue a certificate or certificates representing said shares
of  Common  Stock in the name of the  undersigned  or in such  other  name as is
specified below:

Name:_________________________________________________________________________
                  (Please typewrite or print in block letters)

Name:_________________________________________________________________________

Address: __________________________________________________________

Signature:__________________________________________________________________


(All signatures must be guaranteed by an eligible guarantor  institution that is
a member of a recognized medallion signature guaranty program.)

<PAGE>



                                 ASSIGNMENT FORM


         FOR VALUE RECEIVED,  the undersigned  registered  owner of this Warrant
hereby  sells,  assigns and transfers  unto the Assignee  named below all of the
rights of the undersigned  under the within Warrant,  with respect to the number
of shares of Common Stock set forth below:

Name:_________________________________________________________________________
            (Please type or print name of Assignee in block letters)

Address:_______________________________________________________________________

Number of Shares:______________________________________________________________

and      does      hereby      irrevocably      constitute      and      appoint
______________________________,  attorney to make such  transfer on the books of
LaserSight  Incorporated,  maintained  for  the  purpose,  with  full  power  of
substitution in the premises.

Dated: ___________________________

Signature of Holder: ____________________________

         The undersigned  ASSIGNEE  acknowledges that neither the within Warrant
nor,  if the Shelf  Registration  Statement  contemplated  by Section 12 of this
Warrant has not been declared  effective,  any of the Warrant Shares (as defined
in the Warrant) have been  registered  under the Securities Act of 1933, and the
undersigned ASSIGNEE represents and warrants to the Company that the Warrant and
the Warrant Shares are being acquired for investment and not for distribution or
resale,  solely for the  undersigned's  own account and not as a nominee for any
other person, and that the undersigned  ASSIGNEE will not offer, sell, pledge or
otherwise  transfer the Warrant or the Warrant  Shares  except (i) in compliance
with the  requirements  for an available  exemption from such Securities Act and
any  applicable   state  securities  laws  or  (ii)  pursuant  to  an  effective
registration  statement  or  qualification  under  such  Securities  Act and any
applicable state securities laws.

Dated: ___________________________

Signature of Assignee:  ____________________________



(All signatures must be guaranteed by an eligible  institution  that is a member
of a recognized medallion signature guaranty program.)