Void after 5:00 p.m., Orlando, Florida time, on February 22, 2004

         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,  Guy
Numann  ("Investor")  or  his  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,  sixty-seven  thousand five hundred  (67,500),  fully
paid,  validly  issued and  non-assessable  shares of common  stock,  $0.001 par
value,  of the Company  ("Common  Stock") at an initial  exercise price equal to
$5.00  per  share  in the  manner  and  subject  to the  conditions  hereinafter
provided.  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 16. 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. Term and Vesting. This Warrant is exercisable, to the extent vested,
at any time prior to expiration.  This Warrant shall vest as follows: (i) on the
first anniversary of the date hereof,  Holder may exercise his right to purchase
22,500 of the Warrant Shares, (ii) on the second anniversary of the date hereof,
Holder may  exercise  his right to purchase  22,500 of the Warrant  Shares,  and
(iii) on the third anniversary of the date hereof, Holder may exercise his right
to purchase 22,500 of the Warrant  Shares.  This Warrant shall expire in full to
the extent not vested or exercised by 5:00 p.m.,  Orlando,  Florida time, on the
first to occur of (i) the fifth  anniversary of the date hereof,  or (ii) thirty
(30) days  after the date on which  that  certain  Consulting  Agreement,  dated
February 22, 1999 between the Company and Investor is terminated for any reason.

         3. Exercise of Warrant.  This Warrant may be  exercised,  to the extent
vested,  in whole or in increments  of 2,500 shares of Common Stock,  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

<PAGE>

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 ten (10)  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 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 Orlando,  Florida
which  case this  Warrant  shall be deemed to have been  exercised  on the first
succeeding  day on which banks are open for business in Orlando,  Florida  (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.

         4.  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.

         5.  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.

         6. 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
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.  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.

         7. Warrant  Agent.  The Company may, by written  notice to all Holders,
appoint an agent  ("Warrant  Agent") 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.

         8.       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  letters and a legal opinion acceptable to the
Company and its counsel 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.

<PAGE>

Subject to the preceding  sentence and the Company's  prior written  approval of
any proposed  transferee (such approval,  if any, being subject to the Company's
sole and absolute  discretion),  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) 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 8(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.

                  (c) 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, an new warrant of like tenor and amount.

         9.       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 (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
         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.

         10. Rights of the Holder.  Subject to Sections 16 and 17, 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

<PAGE>

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.

         11.      Piggy-Back Registration Rights.

         (a) If during the  Registration  Period (as defined herein) the Company
proposes  or is  required  to file with the SEC a  registration  statement  (the
"Piggy-Back Registration Statement") under the Securities Act in connection with
an  Underwritten  Offering of Common Stock (other than a registration  statement
that does not permit the inclusion  therein of the Warrant Shares),  the Company
will each such time give prompt written notice of its intention to do so to each
Holder.  Upon the written  request of any Holder  given within 10 days after the
delivery  or mailing of such  notice  from the  Company,  the  Company  will use
commercially  reasonable  efforts  to include  in such  Piggy-Back  Registration
Statement that number of the Warrant Shares  specified by Holder in such written
request  (subject  to the  limitations  set forth in this  Section  11(a) and in
Section 11(b) below) (the "Requested Shares") so as to permit the public sale of
such Requested Shares, provided that if the managing underwriter or underwriters
advise  the  Company  that  marketing  factors  require a limit on the number of
shares to be underwritten, the Company may (subject to the limitations set forth
below)  exclude all  Requested  Shares  from,  or limit the number of  Requested
Shares  to  be  included  in,  the   Piggy-Back   Registration   Statement   and
underwriting. In such event, the Company shall so advise each requesting Holder,
and the number of Requested Shares and other shares ("Other  Shares")  requested
to be included in such  Piggy-Back  Registration  Statement and  underwriting by
other  persons or entities  that are then  stockholders  of the Company  ("Other
Holders"), after providing for all shares that the Company proposes to offer and
sell for its own account,  shall be allocated  among the Requesting  Holders and
Other  Holders pro rata on the basis of (i) the number of Requested  Shares then
held by the  requesting  Holders and (ii) the  aggregate  number of Other Shares
then held by Other Holders.

         (b) The right of any Holder to registration  shall be conditioned  upon
(i) such Holder's  execution of the  underwriting  agreement agreed to among the
Company  and  the  managing  underwriters  selected  by  the  Company  for  such
underwritten  offering,  (ii) such  Holder's  completion  and  execution  of all
customary   questionnaires  and  other  documents  which  must  be  executed  in
connection with such underwriting agreement, and (iii) such Holder supplying the
Company and the underwriter  such additional  information as may be necessary to
register such Holder's Registrable Securities.

         (c) The registration  rights granted pursuant to this Section 11, shall
commence as of the date of the first  exercise  of this  Warrant  (the  "Initial
Exercise  Date") and continue  until the first to occur of (i) the date on which
all of the Warrant Shares have been sold by the Holders,  (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, (iii) the date which is the one-year anniversary of the date on which
this  Warrant  is fully  exercised,  and (iv)  the  date  which is the  one-year
anniversary  of the date on which  this  Warrant  expires.  The  period  of time
commencing  on the  Initial  Exercise  Date and  ending on the  earliest  of the
foregoing dates shall be referred to as the "Registration Period".

<PAGE>

         12.      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  Piggy-Back  Registration  Statement,  or, if  applicable,  the Holders will
discontinue  the offer and sale of Warrant  Shares  pursuant  to the  Piggy-Back
Registration Statement.

                  (b) The  Holders  shall  not,  if  requested  by the  managing
underwriter or underwriters of an  Underwritten  Offering,  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.

                  (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  Piggy-Back  Registration  Statement or not to
cause the  Piggy-Back  Registration  Statement  to be declared  effective  or to
discontinue  sales of Warrant  Shares  pursuant to this Section 12, 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.

         For   purposes  of  this   Warrant   "Blackout   Event"  shall  mean  a
determination  by the  Company's  Board of Directors  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 Piggy-Back  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  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 would have a material adverse effect on the Company.

         13.  Registration  Procedures.  In  connection  with the  filing of the
Piggy-Back 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
Piggy-Back 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 Piggy-Back  Registration  Statement or any
post-effective   amendment,  when  the  same  has  become  effective  under  the

<PAGE>

Securities Act, and (ii) of the issuance by the SEC of any stop order suspending
the  effectiveness  of the  Piggy-Back  Registration  Statement  or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose.

                  (b) Use its reasonable best efforts to prevent the issuance of
any order suspending the effectiveness of the Piggy-Back  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 at the
earliest practicable time.

                  (c) Furnish to each  selling  Holder of Warrant  Shares at the
sole expense of the Company one conformed  copy of the  Piggy-Back  Registration
Statement  and each  post-effective  amendment  thereto and, if  requested,  all
documents incorporated or deemed to be incorporated therein by reference and all
exhibits.

                  (d) Deliver to each  selling  Holder of Warrant  Shares 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 13, the Company
consents to the use of such Prospectus and each amendment or supplement  thereto
by each of the selling Holders of Warrant Shares in connection with the offering
and sale of the Warrant Shares  covered by such  Prospectus and any amendment or
supplement thereto.

                  (e) Prior to any public offering of Warrant Shares, 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 Piggy-Back 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 Piggy-Back 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 13(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  Piggy-Back
Registration  Statement or the Prospectus or any document incorporated or deemed

<PAGE>

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  Piggy-Back
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) 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
Piggy-Back  Registration  Statement,  which statements shall cover said 12-month
periods.

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

                  (j) Use its  reasonable  best  efforts  to cause  all  Warrant
Shares  relating to the Piggy-Back  Registration  Statement to be listed on each
securities  exchange,  if any, on which similar securities issued by the Company
are then listed.

         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 Piggy-Back  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.

         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 Piggy-Back 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  13(a)(ii)  hereof  or any
information  becoming  known that  makes any  statement  made in the  Piggy-Back
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  Piggy-Back  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  13(d)  hereof,  or until it is advised in

<PAGE>

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 Piggy-Back Registration Statement, as the case may
be, shall have received (i) the copies of the supplemented or amended Prospectus
contemplated by Section 13(d) hereof or (ii) the Advice.

         14. 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.

         15. Rule 144. During the Registration Period, 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.

         16. 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.

                  (b) Whenever the Exercise  Price payable upon exercise of each
Warrant is adjusted pursuant to Section 16(a), 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.

                  (c) If at any time, as a result of an adjustment made pursuant
to this  Section  16(d) or 16(e),  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

<PAGE>

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 16(a) or 16(b).

                  (d)  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 16.

                  (e) If at any time there shall be (i) a reorganization  (other
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 16. The
foregoing  provisions of this Section 16(e) 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.

                  (f) Whenever the Exercise  Price shall be adjusted as required
by the  provisions of Section 16, 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.

<PAGE>


         17. 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
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.

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

         19.  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.

         20. Authorization.  The Company and Investor each represent and warrant
to the other, as applicable, 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.

         21.  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.

         22.  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
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:

<PAGE>

                  If to the Company:

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

                  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.

                  And:

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

                  If to the Holder:
                           Guy Numann
                           2727 Highway A1A #601
                           Indialantic, Florida  32903
                           Telecopy: (407) 777-2765


         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: February 22, 1999

                                         LASERSIGHT INCORPORATED


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

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

ACCEPTED AND AGREE:

/s/Guy Numann
--------------------------
Guy Numann
Date:    February 22, 1999

<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.

         (2) By exercising this Warrant, the undersigned  acknowledges that such
shares have not been registered under the Securities Act of 1933, and represents
and warrants to the Company that such 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 will not offer,
sell, pledge or otherwise transfer such 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.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

         (3) 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 typewrite 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 Piggy-Back Registration Statement contemplated by Section 11 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.)