NON-EXCLUSIVE LICENSE
                                    AGREEMENT

      THIS NON-EXCLUSIVE LICENSE AGREEMENT ("AGREEMENT") is made on February 24,
2005, by and between LASERSIGHT  INCORPORATED,  a Delaware  corporation having a
place of business at 6848 Stapoint Court, Winter Park, Florida, United States of
America  32792  ("LICENSOR"),  and  WAVELIGHT  LASER  TECHNOLOGIE  AG,  a German
corporation  having a place of business  at Am  Wolfsmantel  5, 91058  Erlangen,
Germany  ("LICENSEE"),  to be  effective  as  set  forth  in the  definition  of
"Effective Date" under Section 1.00 hereinbelow.

                                   WITNESSETH:

         WHEREAS,   Licensor  holds  title  to  the  Lin  Scanning  Patents  (as
hereinafter defined) and the Apple Patents (as hereinafter defined);

         WHEREAS, Licensee desires to acquire, and Licensor is willing to grant,
convey,  and sell to Licensee the License (as hereinafter  defined)  pursuant to
the terms and conditions contained herein.

         NOW,  THEREFORE,  in consideration of the following mutual promises and
obligations, the Parties agree as follows.

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

SECTION 1.00 DEFINITIONS.
-------------------------

         The following  terms shall have the following  meanings for purposes of
this Agreement:

"AGREEMENT" shall mean this Non-Exclusive License Agreement.

"APPLE PATENTS" shall mean U.S. Patents Nos. 6,007,202, 6,193,379 and 6,334,683,
together with all  continuations,  divisions,  continuations-in-part,  reissues,
reexaminations,  renewals,  and  extensions  and  foreign  counterparts  of such
patents, as identified on ATTACHMENT "A" hereto.

"CONFIDENTIAL INFORMATION" means information provided by one Party ("DISCLOSER")
to the other Party  ("RECIPIENT")  pursuant to this  Agreement and  specifically
designated by the Discloser as "confidential"  (either in writing at the time of
disclosure  to the  Recipient  or by written  confirmation  within ten (10) days
after the Discloser  discloses such  information to the Recipient),  relating to
the research,  development,  products, processes, trade secrets, business plans,
customers,  finances,  and personnel  data related to the business of Discloser.
Confidential Information does not include any information (i) the Recipient knew
before the Discloser  provided it; (ii) which has become  publicly known through
no  wrongful  act  of  the  Recipient;   (iii)  which  the  Recipient  developed
independently,  as evidenced  by  appropriate  documentation;  or (iv) which the
Recipient  becomes  aware of from any third  Party  not bound by  non-disclosure
obligations  to the  Discloser  and  with the  lawful  right  to  disclose  such
information  to  the   Recipient.   Notwithstanding   the  foregoing,   specific
information  will not be deemed to be within  the  foregoing  exceptions  merely
because it is contained  within more general  information  otherwise  subject to
such exceptions.

"EFFECTIVE  DATE" means the date when this  Agreement  shall  become  effective,
which shall be the date when Licensor  receives a counterpart  of this Agreement

<PAGE>

duly  executed by Licensee and the Initial  Payment (as defined 3.00 (a) below),
but no later than March 3, 2005.  If Licensor  does not receive both the Initial
Payment and a counterpart  of this  Agreement duly executed by Licensee by March
3, 2005,  this  Agreement  shall  automatically  become  null and void as if the
parties have never entered into this Agreement.

"LICENSED FIELD OF USE" or "LICENSED  FIELD" means  ophthalmic  refractive laser
surgery.

"LICENSED  PATENTS"  shall mean (i) the Lin Scanning  Patents,  and (ii) IF, AND
ONLY IF, (a) Licensee  exercises its option under Section 2.01 hereinbelow,  (b)
Licensor  has the legal  right,  authority  and  capacity  to grant a license to
Licensee as set forth in Section  2.01  hereinbelow,  and (c)  Licensee  pays to
Licensor  the full  amount of the Apple  Patents Fee  pursuant  to Section  3.01
hereinbelow, the Apple Patents.

"LICENSE" means  collectively  (i) the Lin Scanning  License granted pursuant to
the terms under Section 2.00 hereinbelow; and (ii) IF, AND ONLY IF, (a) Licensee
exercises its option under Section 2.01 hereinbelow,  (b) Licensor has the legal
right,  authority  and  capacity  to grant a license to Licensee as set forth in
Section 2.01  hereinbelow,  and (c) Licensee pays to Licensor the full amount of
the Apple  Patents Fee pursuant to Section 3.01  hereinbelow,  the Apple License
that may be granted pursuant to the terms under Section 2.01 hereinbelow.

"LIN SCANNING PATENTS" shall mean U.S. Patent No. RE 37,504, the reissue of U.S.
Patent  No.  5,520,679  and  U.S.  Patent  No.  6,716,210,   together  with  all
continuations,  divisions,  continuations-in-parts,   reissues,  reexaminations,
renewals, and extensions and foreign counterparts of such patents, as identified
on ATTACHMENT "A" hereto.

"NON-LICENSED  FIELD OF USE"  means all  fields of use other  than the  Licensed
Field of Use.

"PARTY" means either Licensor or Licensee, and "Parties" means both of them.

"PATENTS" means all patentable materials,  letters patent and utility models and
applications therefor (and patents which may issue on such applications), in all
jurisdictions.

"PRODUCTS"  means  the  products  comprising  in whole  or in part the  Licensed
Patents, manufactured,  made, distributed, and/or sold solely by or on behalf of
Licensee only within the Licensed Field, as expressly permitted pursuant to this
Agreement. "Products" shall mean specifically Licensee's Allegretto Wave Excimer
Laser  Products,  including the Allegretto Wave (200 Hz) as approved for sale by
the U.S.  FDA as of the date first set forth  above in the  preamble,  and those
other  versions of the  Allegretto  Wave Excimer  Laser  Products that have been
publicly introduced by Licensee at international  meetings on or before the date
first  set  forth  in the  preamble  hereof.  To the  extent  permitted  by law,
"Products" shall also include other  post-Effective  Date software  versions and
next generation  improvements to the Allegretto Wave Excimer Laser Products that
may be derived in the future by Licensee.  "Products"  shall not include (i) any
excimer laser  products  that are partially or wholly  acquired by Licensee from
third  parties  (except  for  parts,  components,  or  subassemblies),  (ii) any
products or items not being marketed,  promoted,  sold or distributed  under, or
not having affixed to them, the "Wavelight" tradename,  however,  Licensee shall
have the right  during  the Term to sell the  Products  under any brand  name in
which  Licensee has a 100% ownership (and in which no other party has any right,
title  or  interest)  in  accordance  with  the  provisions  contained  in  this
Agreement, and (iii) any products or items partially or wholly produced, created
or derived for or on behalf of any third party.

                                       2
<PAGE>

"TERM" means the duration of this  Agreement,  commencing on the Effective  Date
and continuing until the Expiration Date (as defined in Section 5.00 hereof).

"TERRITORY" means worldwide.

                                   ARTICLE II
                    GRANT OF NON-EXCLUSIVE LICENSE AND OPTION
                    -----------------------------------------

SECTION 2.00 GRANT OF NON-EXCLUSIVE LICENSE TO LIN SCANNING PATENTS.
--------------------------------------------------------------------

         For the  consideration  set forth  herein and  subject to the terms and
conditions of this Agreement,  Licensor hereby grants to Licensee, commencing on
the Effective Date and during the Term and throughout the Territory:

         (a)      a non-transferable  (except as expressly  permitted in Section
                  2.00 (b)  hereinbelow)  and  non-exclusive  license  and right
                  (collectively,  the  "LIN  SCANNING  LICENSE")  (i) to use and
                  reproduce  on its behalf and for itself only the Lin  Scanning
                  Patents  to  create,  make,  have made,  use,  lease,  import,
                  export,  offer to sell, sell,  and/or otherwise dispose of the
                  Products for the Licensed Field of Use; and (ii) to perform on
                  its behalf and for itself only the methods  embodying  the Lin
                  Scanning   Patents   specifically   in  connection   with  the
                  manufacturing,  use or sale of the  Products  in the  Licensed
                  Field of Use; and

         (b)      subject   specifically   to  Section   2.02  (c)   hereof,   a
                  non-transferable and non-exclusive  sublicense ("PERMITTED LIN
                  SCANNING  SUBLICENSE") to all rights granted to Licensee under
                  Section 2.00 (a) hereinabove to 100% wholly owned subsidiaries
                  of Licensee upon ten (10) business  days' prior written notice
                  to Licensor (the "LICENSEE'S  SUBSIDIARY  SUBLICENSEES" or the
                  "PERMITTED LIN SCANNING SUBLICENSEES").

         (c)      Subject  to other  terms  and  conditions  of this  Agreement,
                  Licensee's  end  users   ("LICENSEE'S  END  USERS")  shall  be
                  permitted to use the Products  licensed  under this  Agreement
                  for their  intended  purpose and shall be  permitted  to sell,
                  offer  for sale or lease  such  licensed  Products  originally
                  purchased from Licensee or Licensee's Subsidiary Sublicensees.

         (d)      No  additional  license,  grant,  or  working  right is hereby
                  granted or implied by this Agreement.


SECTION 2.01 GRANT OF OPTION TO ACQUIRE LICENSE TO THE APPLE PATENTS.
--------------------------------------------------------------------

         (a)      For the  consideration  set forth  herein  and  subject to the
                  terms and conditions of this Agreement, Licensor hereby agrees
                  to grant to Licensee an option to acquire,  commencing  on the
                  Effective Date and during the Term and within the Territory, a
                  non-transferable and non-exclusive license in and to the Apple
                  Patents, as specifically set forth below.

         (b)      Provided   that   Licensee  has  not  breached  any  provision
                  contained in this  Agreement,  upon  receiving  written notice


                                       3
<PAGE>

                  from  Licensee  pursuant to Section 2.01 (d)  hereinbelow  and
                  upon full  payment to  Licensor  of the Apple  Patents Fee set
                  forth in  Section  3.01  below,  subject  to the terms of this
                  Agreement  and to the extent of,  subject  to, and limited to,
                  Licensor  having the  ability  and right  (including,  without
                  limitation, the legal right, authority, and capacity) to grant
                  such license to Licensee  with  respect to the Apple  Patents,
                  Licensor  pursuant to terms of Section  2.01 (d) below  shall,
                  subject to the terms and conditions of this  Agreement,  grant
                  to Licensee,  during the remainder of the Term and  throughout
                  the Territory:

                  (i) a  non-transferable  and  non-exclusive  license and right
                  (the "APPLE  LICENSE")  (A) to use and reproduce on its behalf
                  and for itself only the Apple  Patents to create,  make,  have
                  made, use, lease, import,  export, offer to sell, sell, and/or
                  otherwise  dispose of the Products  for the Licensed  Field of
                  Use;  and (B) to perform on its behalf and for itself only the
                  methods embodying the Apple Patents specifically in connection
                  with the  manufacturing,  use or sale of the  Products  in the
                  Licensed Field of Use; and

                  (ii) subject specifically to Section 2.02 (c) hereof, to grant
                  a   non-transferable   and   non-exclusive   sublicense   (the
                  "PERMITTED APPLE SUBLICENSE", together with the "PERMITTED LIN
                  SCANNING  SUBLICENSE",  are  collectively  referred  to as the
                  "PERMITTED  SUBLICENSES")  to all rights  granted to  Licensee
                  under Section 2.01(b)(i)  hereinabove to Licensee's Subsidiary
                  Sublicensees upon ten (10) business days' prior written notice
                  to Licensor (the "PERMITTED APPLE SUBLICENSEES", together with
                  the "PERMITTED LIN SCANNING  SUBLICENSEES,"  are  collectively
                  referred to as the "PERMITTED SUBLICENSEES").

         (c)      Subject  to other  terms  and  conditions  of this  Agreement,
                  Licensee's  End Users shall be  permitted  to use the Products
                  licensed under this  Agreement for their intended  purpose and
                  shall be  permitted  to  sell,  offer  for sale or lease  such
                  licensed  Products  originally   purchased  from  Licensee  or
                  Licensee's Subsidiary Sublicensees.

         (d)      Notwithstanding  anything stated to the contrary, the Parties
                  expressly  agree that Licensor shall only be required to grant
                  and convey to Licensee the Apple  License or  Permitted  Apple
                  Sublicense only if such action by Licensor, the Apple License,
                  the  Permitted  Apple  Sublicense  or anything  related to the
                  Apple License or the Apple Patents, in the opinion of Licensor
                  and its legal counsel as determined in their sole and absolute
                  discretion,  does not and will  not,  directly  or  indirectly
                  (with or without notice or lapse of time),  violate,  conflict
                  with  or  result  in the  breach  of any  term,  condition  or
                  provision  of, or require the  consent of any other  person or
                  entity  under:  (a) any  existing  law,  code,  ordinance,  or
                  governmental  rule or regulation  to which the Apple  Patents,
                  the  Apple  License  or the  Permitted  Apple  Sublicense  (if
                  permitted herein),  or Licensor is subject;  (b) any judgment,
                  order, ruling or award of any court, arbitrator,  governmental
                  authority or agency which is applicable to the Apple  Patents,
                  the  Apple  License  or the  Permitted  Apple  Sublicense  (if
                  permitted   herein),   or  Licensor;   or  (c)  any  mortgage,
                  indenture,  agreement,  contract,  understanding,  commitment,
                  lease,  plan,  authorization,  lien,  pledge,  charge or other
                  instrument,  document or  understanding,  oral or written,  to
                  which Licensor or any of its affiliates or  subsidiaries  is a
                  party,  by which the Apple  Patents,  the Apple License or the
                  Permitted Apple Sublicense (if permitted  herein) may be bound
                  or  affected,  or give any party with  rights  thereunder  the
                  right to terminate, modify, accelerate or otherwise change the
                  existing  rights  or  obligations  of  Licensor  or any of its


                                       4
<PAGE>

                  affiliates or  subsidiaries  thereunder.  Subject to the terms
                  contained  hereof,  Licensor  may at  its  sole  and  absolute
                  discretion  elect,  but shall not be  obligated,  to grant the
                  Apple  License or Permitted  Apple  Sublicense  if  agreements
                  entered among Licensor and SensoMotoric Instruments GmbH prior
                  to the date first set forth above in the preamble,  including,
                  without limitation,  those certain agreements between Licensor
                  and  SensoMotoric  Instruments GmbH dated on or about July 29,
                  2002 and December 19, 2002, are determined by Licensor and its
                  legal counsel in their sole and absolute discretion to legally
                  permit such granting of the Apple  License or Permitted  Apple
                  Sublicense.

         (e)      In the event that Licensee elects to exercise its option under
                  subsection (a)  hereinabove,  Licensee  shall provide  written
                  notice to Licensor of such  exercise.  Licensor  and its legal
                  counsel  shall have  thirty  (30) days from  receipt to make a
                  determination  and review of its rights pursuant to subsection
                  (c) hereinabove.  If Licensor and its legal counsel  determine
                  in their  sole and  absolute  discretion  to grant  the  Apple
                  License  to  Licensee  in  accordance  with the terms  hereof,
                  Licensor   will   notify   Licensee   in   writing   of   such
                  determination.  The  Apple  License  shall  be  deemed  to  be
                  conveyed and granted to Licensee upon full payment to Licensor
                  of the Apple  Patents  License  Fee  pursuant  to the terms of
                  Section 3.01 hereof.

         (f)      No  additional  license,  grant,  or  working  right is hereby
                  granted or implied by this Agreement.

SECTION 2.02 CONDITIONS AND RESTRICTIONS ON LICENSES, PERMITTED SUBLICENSES AND
--------------------------------------------------------------------------------
RIGHTS.
------

         (a)      PATENT   MARKING.   Each  Product  shall  include  the  patent
                  number(s)  of the  Licensed  Patent(s)  appertaining  to  such
                  Product  and all  appropriate  legal  notices as  required  by
                  applicable law and regulation of any sovereignty,  government,
                  or agency  including,  without  limitation,  any government or
                  agency of any foreign country, or any federal,  state or local
                  government or agency.

         (b)      LIMITATIONS ON LICENSE AND USE BY LICENSEE.

                  (i)   Licensee acknowledges  that  the  Licensed  Patents  are
                  proprietary to Licensor,  and that Licensor retains all right,
                  title,  and interest therein and thereto and that Licensee and
                  other  parties have no rights  therein other than as set forth
                  in this Agreement.

                  (ii)  Licensee agrees that it will not directly or indirectly,
                  export or transmit the Products licensed under this Agreement,
                  in whole or in part,  to any  country to which such  export or
                  transmission is restricted by any applicable  U.S.  regulation
                  or statute, without prior written consent, if required, of the
                  Bureau  of Export  Administration  of the U.S.  Department  of
                  Commerce,  or  other  such  governmental  entity  as may  have
                  jurisdiction over such export or transmission.

                  (iii) Except as expressly permitted in Sections 2.00 (b), 2.01
                  (b)(ii),  and 12.11  hereof,  any License  granted to Licensee
                  shall not include any right to grant  sublicenses or otherwise
                  transfer  or  assign  such  License  or  any  rights  relating
                  thereto.

                                       5
<PAGE>

         (c)      CONDITIONS AND LIMITATIONS ON PERMITTED SUBLICENSES.

                  (i)   All   Permitted   Sublicenses   granted  to   Licensee's
                        Subsidiary  Sublicensees are subject to all of the terms
                        and  conditions  of this  Agreement  and Licensee  shall
                        cause all such  Licensee's  Subsidiary  Sublicensees  to
                        execute   written    agreements    (collectively,    the
                        "SUBLICENSE   AGREEMENTS")    acknowledging   Licensor's
                        ownership  and  other  rights  in and  to  the  Licensed
                        Patents  and  agreeing to observe and be bound by all of
                        the terms and conditions contained in this Agreement.

                  (ii)  Licensee   agrees  to  strictly   enforce   against  the
                        Licensee's Subsidiary Sublicensees all of the provisions
                        of this  Agreement  which are required to be included in
                        such applicable Sublicense Agreements for the protection
                        of  Licensor,  to  advise  Licensor  of  any  violations
                        thereof,   and  of  corrective   actions  taken  by  the
                        Licensee's  Subsidiary   Sublicensees  and  the  results
                        thereof,  and at the request of  Licensor  to  terminate
                        such Sublicense  Agreement and the Permitted  Sublicense
                        with  any  Licensee's   Subsidiary   Sublicensee   which
                        violates any of such  provisions  for the  protection of
                        Licensor.  Licensee further agrees to immediately advise
                        Licensor  of any  violations  by  Licensee's  Subsidiary
                        Sublicensees under any Sublicense Agreements that become
                        known  to  Licensee  and  upon   Licensee   coming  into
                        knowledge of any such  violations,  to strictly  enforce
                        against  Licensee's  Subsidiary  Sublicensees all of the
                        provisions  which are  required  to be  included in such
                        applicable  Sublicense  Agreements for the protection of
                        Licensor,  and to advise Licensor of corrective  actions
                        taken by the Licensee's Subsidiary  Sublicensees and the
                        results  thereof,  and at the  request  of  Licensor  to
                        terminate  such  Sublicense  Agreement and the Permitted
                        Sublicense  with any Licensee's  Subsidiary  Sublicensee
                        which violates any of such provisions for the protection
                        of Licensor.

                  If  Licensee  fails to  exercise  such  termination  rights by
                  giving written notice to such breaching Permitted  Sublicensee
                  in question  within 20 days after being  requested to do so in
                  writing  by   Licensor,   Licensee   appoints   Licensor   its
                  irrevocable  attorney-in-fact  to send a notice of termination
                  in the name of Licensee to such Permitted  Sublicensee for the
                  purpose of terminating the applicable  Permitted Sublicense or
                  any specific rights of such Permitted  Sublicensee  under such
                  applicable Permitted Sublicense.

         (d) SURVIVAL.  This Section 2.02 shall survive the  expiration
             or termination of this Agreement.


                                   ARTICLE III
                                 LICENSING FEES
                                 --------------

SECTION 3.00 LIN SCANNING PATENTS LICENSE FEE.
----------------------------------------------

         Licensee  will pay a license  fee in the total  amount of Nine  Hundred
Thousand  (U.S.$900,000)  United  States  Dollars  for the  license  granted  to
Licensee  with  respect to the Lin  Scanning  Patents  pursuant to Section  2.00
hereinabove  (the  "LIN  SCANNING  PATENTS  LICENSE  FEE").  Payment  of the Lin
Scanning Patents License Fee will be as follows:

                                       6
<PAGE>

          (a)  An initial payment ("Initial  Payment") of Three Hundred Thousand
               (U.S.$300,000)  United States Dollars to Licensor in cash or U.S.
               government  readily  available funds or wire transfer to SunTrust
               Bank Atlanta, Atlanta, Georgia, ABA Routing# XXXXX, SWIFT# XXXXX,
               Acct# XXXXX on or before March 3, 2005; and

          (b)  Eight (8) equal  consecutive  monthly  payments  of  Seventy-Five
               Thousand  (U.S.$75,000) United States Dollars to Licensor in cash
               or U.S.  government  readily  available funds or wire transfer to
               SunTrust  Bank Atlanta,  Atlanta,  Georgia,  ABA Routing#  XXXXX,
               SWIFT#  XXXXX,  Acct#  XXXXX,  due  March  15,  2005  and  on the
               fifteenth (15th) day of each month thereafter.

SECTION 3.01 APPLE PATENTS LICENSE FEE.
---------------------------------------

         Upon Licensee  exercising its option to acquire a license from Licensor
pertaining  to the Apple  Patents in  accordance  with the terms of Section 2.01
hereinabove,  Licensee,  as consideration for such license and rights granted to
Licensee,  shall immediately pay in full to Licensor a license fee in the amount
of One Hundred  Thousand  (U.S.$100,000)  United States  Dollars in cash or U.S.
government  readily  available funds as directed by Licensor (the "APPLE PATENTS
LICENSE FEE").

SECTION 3.02 TAXES, ASSESSMENTS AND OTHER CHARGES.
--------------------------------------------------

         Licensee agrees to pay when due (or, if necessary,  reimburse  Licensor
for) all sales,  use,  value added,  property,  excise and other similar  taxes,
assessments,  duties,  tariffs and charges  (except for income and capital gains
taxes realized by Licensor) imposed by a governmental or public entity or agency
relating to or resulting from this Agreement.

                                   ARTICLE IV
                      COOPERATION IN ENFORCEMENT PROVISIONS
                      -------------------------------------

SECTION 4.00 COOPERATION IN ENFORCEMENT PROVISIONS.
---------------------------------------------------

         Licensor and Licensee will cooperate in the enforcement of the existing
Lin Scanning  Patents and in the  co-prosecution  of  applications  of all types
related  to the Lin  Scanning  Patents  in  accordance  with the  express  terms
contained  herein.  If either  Licensee or Licensor  becomes  aware of any third
party  infringement of the Lin Scanning  Patents or of a license request for the
Lin Scanning Patents, either Party will promptly notify the other.

         (a)  If Licensor deems it necessary to defend the Lin Scanning  Patents
or if Licensor  suspects a third party of infringing the Lin Scanning Patents or
Licensee  notifies  Licensor in writing that Licensee  suspects a third party is
infringing the Lin Scanning Patents,  Licensor shall have the sole right to take
all  actions  necessary  to defend and  protect  its rights in the Lin  Scanning
Patents.  In the event that Licensee  desires to participate or join in any such
suit or  action  Licensee  may  notify  Licensor  in  writing  of such  request;
PROVIDED, HOWEVER, Licensor shall have sole and absolute discretion to permit or
deny  Licensee  the right to  participate  or join in such  action or suit,  and
PROVIDED  FURTHER,  that such permitted  participation by Licensee only shall be
subject to mutually agreeable terms.

                                       7
<PAGE>

         (b)  If Licensee notifies  Licensor in writing that Licensee suspects a
third party is infringing upon the Lin Scanning Patents,  and within ninety (90)
days from such notice, Licensor declines to pursue such infringement on its own,
Licensee  may,  subject  to the  terms  contained  herein,  assist  Licensor  by
instituting  and  prosecuting a suit for  infringement  in  Licensor's  name and
supporting the  litigation at its  (Licensee's)  own expense,  and Licensor will
pursue the infringement as plaintiff and will cooperate as reasonably  necessary
by Licensor to pursue the third party  infringer  and resolve the dispute to the
mutual  satisfaction  of  both  Licensee  and  Licensor.  If  pursuant  to  this
subsection (b) Licensee  assists  Licensor by instituting and prosecuting a suit
for  infringement  in  Licensor's  name and  supporting  the  litigation  at its
(Licensee's) own expense and such suit is resolved  through monetary  settlement
or if judgment is obtained,  Licensor  will  receive  thirty  percent  (30%) and
Licensee will retain seventy percent (70%), respectively,  of any net royalties,
fees or damages  resulting from the  enforcement  activities of Licensor  and/or
Licensee,  after first  deducting all fees or expenses  incurred by Licensee and
Licensor in supporting the litigation.

         (c)  Notwithstanding  anything  stated to the contrary,  Licensor shall
have sole  control  and final  decision  making  authority  with  respect to any
litigation,  suit,  proceeding  or  settlement  relating to any of the  Licensed
Patents.

                                    ARTICLE V
                              TERM AND TERMINATION
                              --------------------

SECTION 5.00 TERM.
------------------

         This  Agreement  shall have a term ("TERM")  beginning on the Effective
Date and  expiring on the date of the last to expire of any of the Lin  Scanning
Patents  ("EXPIRATION  DATE"),  unless  terminated  earlier according to Section
5.01.  Notwithstanding the immediately preceding sentence, as to each of the Lin
Scanning  Patents,  the License and any and all rights granted in this Agreement
to  each  of the  Lin  Scanning  Patents  shall  terminate  simultaneously  with
expiration of each such Lin Scanning Patent.

SECTION 5.01 TERMINATION.
-------------------------

         (a) Licensor may terminate  this  Agreement by giving written notice of
termination to Licensee upon the occurrence of any of the following events:

            (i)  Licensee  defaults in the  performance  of any  requirement  or
obligation  created by this  Agreement  (other than as  identified in Subsection
(a)(ii)  below) and Licensee  fails to cure such default  within sixty (60) days
following receipt of written notice from Licensor identifying such default;

            (ii)  Licensee  fails to make any payment to Licensor  fifteen  (15)
days of its due date under this Agreement; or

            (iii) If prior to completion of all payments due Licensor including,
without  limitation,  the  payments  due under  Section  3.00 and Section  3.01,
Licensee ceases doing business;  Licensee is the subject of any state or federal
bankruptcy,  insolvency,  or similar  proceeding,  becomes insolvent or makes an
assignment  for  the  benefit  of  creditors;  a  receiver  is  appointed  for a
substantial part of its assets or stock; Licensee sells, conveys or transfers or
attempts to sell,  convey or transfer a  substantial  (greater  than fifty (50%)
percent) part of its refractive  assets or stock;  or any action is taken toward
the  liquidation or winding up of its business,  upon the occurrence of any such
event Licensor shall have the right to immediately accelerate all remaining


                                       8
<PAGE>

payments due under Sections 3.00 and 3.01.

         (b) No termination of this  Agreement  shall release  Licensee from its
obligations under Article III herein,  any obligation to pay Licensor any amount
that has accrued or become  payable at or prior to the date of  termination,  or
any obligation which shall survive the termination of this Agreement pursuant to
Section 12.08 (b) hereof.

         (c) The Parties agree that  termination of this  Agreement  would be of
serious  consequence,   and  therefore,  the  Parties  agree  that,  except  for
termination  pursuant to Section  5.01(a)(ii)  and Section  5.01(a)(iii),  there
shall be no  termination of this  Agreement  until the issue of termination  has
been finally resolved in accordance with Article VI of this Agreement.

         (d) In the event of a termination of this Agreement  under Article V of
this Agreement,  such  termination  (except for termination  pursuant to Section
5.01(a)(ii)  and Section  5.01(a)(iii))  shall have no effect upon the Permitted
Sublicenses  of  Licensee's  End  Users  granted  prior  to  the  date  of  such
termination according to Article V of this Agreement.

SECTION 5.02 EFFECT OF TERMINATION.
-----------------------------------

         (a) Upon and after any  termination of this  Agreement,  Licensee,  its
receivers,   trustees,   assigns  or  other  representatives  shall  immediately
surrender all rights,  licenses,  sublicenses and privileges  granted under this
Agreement.  Licensee, its receivers,  trustees, assigns or other representatives
shall immediately cease using and return without delay all property belonging to
Licensor, including, without limitation, all manuals and informational materials
furnished  by  Licensor  to  Licensee  for which  delivery  or receipt  has been
acknowledged in writing by Licensor or Licensee. Neither Licensee nor any of its
receivers,  trustee,  assigns or their representatives  shall, in advertising or
otherwise, use or display any of Licensor's trademarks or any name, mark or logo
that is the same as or similar to Licensor's trademarks,  represent itself to be
a Licensed Patents licensee, or in any way identify itself with Licensor.

         (b)  All  rights,  licenses,  sublicenses  and  privileges  granted  to
Licensee  under this  Agreement  shall  automatically  terminate and any and all
interests in any such rights,  licenses,  sublicenses and privileges  including,
without  limitation,  the Licenses and Permitted  Sublicenses,  shall completely
revert to Licensor on the  effective  date of  termination  ("TERMINATION")  and
Licensee  shall  immediately  cease  any and  all  further  use of the  Licensed
Patents.

         (c) Within  thirty (30) days of  Termination  of this  Agreement,  each
Party shall transfer to the other Party possession,  custody, and control of all
documentation  and other tangible  materials  referring or relating to the other
Party's Confidential Information.

         (d) Subject to Subsection  (a), within thirty (30) days of Termination,
Licensee  shall  transfer to Licensor  possession,  custody,  and control of all
documentation and other tangible materials referring or relating to the Licensed
Patents.

         (e) Any and all fees then due and owing  pursuant to this Agreement and
as of the date of  Termination  shall  become  immediately  due and payable upon
Termination.

         (f) The provisions of this Section 5.02 shall survive the expiration or
other termination of this Agreement.

                                       9
<PAGE>

                                   ARTICLE VI
                            DISPUTE RESOLUTION CLAUSE
                            -------------------------

SECTION 6.01 MEDIATION.
-----------------------

         In the event of any disagreement  between Licensor and Licensee arising
out of the provisions of this  Agreement,  which,  after written notice from one
Party to the other,  Licensor and Licensee are unable to resolve amicably within
a thirty  (30) day period of time,  an officer  level  representative  from each
company  shall  meet in person in  Orlando,  Florida,  United  States of America
within  thirty  (30) days  after  written  notice to discuss  resolution  of the
dispute.

SECTION 6.02 ARBITRATION.
-------------------------

         Any controversy or claim not  successfully  mediated in accordance with
Section  6.01  and  arising  out  of,  in  connection  with or  relating  to the
interpretation,  performance  or breach of this  Agreement or of any document or
agreement  delivered  under this  Agreement,  including any claim or controversy
based on contract, tort or statute, shall be settled by binding arbitration. Any
controversy  concerning  whether a dispute  is an  arbitrable  dispute  shall be
determined  by the  arbitrator.  The  Parties  intend  that  this  agreement  to
arbitrate be valid,  specifically enforceable and irrevocable.  Such arbitration
shall be conducted  in Orange  County,  Florida,  United  States of America,  in
accordance  with the  Expedited  Commercial  Arbitration  Rules of the  American
Arbitration Association (the "AAA"), as modified below:

                  (i)   Disputes  shall  be  heard  and  determined  by a single
            neutral  arbitrator,  as selected by both Parties, or if the Parties
            are  unable to  agree,  shall be  selected  in  accordance  with the
            Expedited Commercial Arbitration Rules of the AAA.

                  (ii)  Neither Party shall  communicate  separately  (ex parte)
             with the arbitrator.

                  (iii) Judgment upon the  arbitrator's  award may be entered in
            any court having  jurisdiction  thereof in Orange  County,  State of
            Florida,  United States of America, and, where applicable,  shall be
            in accordance with the United Nations  Convention on the Recognition
            and Enforcement of Foreign Arbitral Awards.

                  (iv)  At the conclusion of the  arbitration  proceedings,  the
            arbitrator  shall  render an award in writing and shall  specify the
            factual  and legal  basis for the award.  The award  shall be final,
            binding and non-appealable.

                  (v)   The  provisions  of this  Article VI shall be a complete
            defense to any suit,  action or proceeding  instituted at law in any
            federal,  state or local court with  respect to any dispute  arising
            with   regard   to   this   Agreement;    provided,   however,   and
            notwithstanding  anything  stated to the contrary,  each Party shall
            have the right to initiate or bring any suit,  action or  proceeding
            seeking equitable remedies or injunctive relief without first having
            to resort to mediation  or  arbitration  or any similar  alternative
            dispute resolution process.




                                       10
<PAGE>


SECTION 6.03 COSTS OF ARBITRATION.
----------------------------------

         The  prevailing  Party shall be awarded  all cost and fees.  "COSTS AND
FEES" means all reasonable pre-award expenses of the arbitration,  including the
arbitrator's fees, administrative fees, travel expenses,  out-of-pocket expenses
such as  copying  and  telephone,  court  costs,  witness  fees  and  reasonable
attorneys' fees and expenses.

                                   ARTICLE VII
                              NOTICES AND ADDRESSES
                              ---------------------

SECTION 7.00 NOTICES.
---------------------

         All  notices,   requests,  claims,  demands  and  other  communications
hereunder  shall be in  writing  and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person,  by registered or certified
mail (postage prepaid, return receipt requested) to each other Party as follows:


         a) if to Licensor:

                  LaserSight Incorporated
                  6848 Stapoint Court
                  Winter Park, FL 32792
                  United States of America
                  Attention Dr. David Liu, President

         b) if to Licensee:

                  Wavelight Laser Technologie AG
                  c/o Wavelight, Inc.
                  46040 Center Oak Plaza
                  Sterling, Virginia 20166
                  United States of America
                  Attention:  Dr. Manfred Drax, COO

                  AND
                  ---

                  Wavelight Laser Technologie AG
                  Am Wolfsmantel 5
                  91058 Erlangen, Germany
                  Attention:  Dr. Manfred Drax, COO


         Either  Party may change its  mailing  address  for the purpose of this
Agreement  by giving  the other  Party  advance  written  notice of such  change
fifteen  (15)  days  prior  to the date  upon  which  the  change  is to  become
effective.  All written  communications,  notices,  reports or payments shall be
sent by a nationally  recognized express courier service or by first-class mail,
postage prepaid and certified.




                                       11
<PAGE>


                                  ARTICLE VIII
                                  INFRINGEMENT
                                  ------------

SECTION 8.00 NOTICES.
---------------------

         If Licensee becomes aware that any person is, or may be, infringing the
Licensed  Patents in the  United  States or  elsewhere,  Licensee  will  provide
written notice to Licensor of the infringement along with any available evidence
of such  infringement.  If Licensor  becomes so aware, it shall provide the same
written notice and evidence to Licensee.

SECTION 8.01 PROSECUTION OF ACTIONS.
------------------------------------

         Licensor shall have the right, but not the obligation,  to initiate and
prosecute at its own expense any action for infringement of the Licensed Patents
and to collect damages for past and future infringement.

         If Licensor elects not to initiate and prosecute at its own expense any
action for infringement of the License Patents,  Licensee shall have the option,
but not the  obligation,  to  cooperate  with  Licensor  in  enforcement  of the
existing  Lin  Scanning  Patents  by  assisting   Licensor  in  instituting  and
prosecuting  a suit  for  infringement  in  Licensor's  name by  supporting  the
litigation at Licensee's own expense and pursuant to the conditions set forth in
Section 4.00 of this Agreement.

                                   ARTICLE IX
                               EVENT OF BANKRUPTCY
                               -------------------

SECTION 9.00 EVENT OF BANKRUPTCY.
---------------------------------

         All licenses granted under this Agreement by Licensor to Licensee,  for
all  purposes of Section  365(n) of Title XI of the United  States Code  ("TITLE
XI"), are licenses of rights to "intellectual  property" as defined in Title XI.
For as long as Licensee has a license pursuant to this Agreement  Licensor shall
create  and  maintain  current  copies  to the  extent  practicable  of all such
intellectual  property which shall include,  without  limitation,  the documents
supporting  the Licensed  Patents.  If during the period of time  Licensee has a
license  pursuant to this  Agreement a bankruptcy  proceeding is commenced by or
against Licensor under the Title XI, Licensee shall be entitled to a copy of any
and all such intellectual property at the same time, if not in the possession of
Licensee,  shall be promptly delivered to it (i) upon Licensee's written request
following the commencement of such bankruptcy  proceeding,  unless prohibited by
applicable law or unless Licensor, or its trustee or receiver,  elects within 30
days to continue to perform all of its obligations under this Agreement; or (ii)
if not delivered as provided  under clause (i) above,  upon  Licensee's  request
following  the rejection of this  Agreement by or on behalf of Licensor,  unless
prohibited by applicable law. If Licensee has taken possession of all applicable
embodiments of the  intellectual  property of Licensor  pursuant to this Section
and the  trustee in  bankruptcy  of  Licensor  does not reject  this  Agreement,
Licensee  shall  promptly  return  such   embodiments.   If  Licensor  seeks  or
involuntarily is placed under Title XI and the trustee rejects this Agreement as
contemplated  under 11 U.S.C.  365(n) (1),  Licensee  reserves all of its rights
including,  without limitation, the right to elect pursuant to Section 365(n) to
retain  all rights  granted  to  Licensee  under  this  Agreement  to the extent
permitted by law.




                                       12
<PAGE>


                                    ARTICLE X
                      PATENT MAINTENANCE; BOOKS AND RECORDS
                      -------------------------------------

SECTION 10.00 PATENT MAINTENANCE.
---------------------------------

         Licensor  shall  pay all fees  and  costs  necessary  to  maintain  the
Licensed  Patents  for  their  full  terms,   unless  such  fees  or  costs  are
necessitated  by an act or omission  on the part of Licensee  which shall be the
responsibility of Licensee.

SECTION 10.01 PATENT PROCEEDINGS.
---------------------------------

         In the event any of the  Licensed  Patents are subject to a legal or an
administrative proceeding concerning patent validity, patentability or a related
issue,  Licensor  shall inform  Licensee of such  proceeding  and keep  Licensee
regularly apprised of such proceedings.


                                   ARTICLE XI
                                 CONFIDENTIALITY
                                 ---------------

SECTION 11.00 CONFIDENTIAL TERMS.
---------------------------------

         The terms and conditions of this Agreement  shall be  confidential  and
shall not be  disclosed  by any of the  Parties  to the  Agreement  to any third
party,  other than an actual  affiliate,  a Permitted  Sublicensee  or permitted
successor  or assign,  or to inform  members of the  investment  community  that
Licensee has obtained a license of the Lin Scanning  Patents with certain rights
of  enforcement  thereto and an option with respect to the Apple Patents  except
that (i) Licensee can  communicate the commercial  terms to potential  customers
and its distributors, representatives, agents and users on a confidential basis,
(ii)  Licensor  can  communicate  the  terms  of the  Agreement  to a  potential
licensee,  investor or acquiror on a confidential  basis, (iii) the Parties may,
to the extent  required by law,  regulation  or  accounting  rules  disclose the
existence  and/or terms of the Agreement but only to the extent compelled and on
a  confidential  basis,  and (iv) any of the Parties may  disclose the terms and
conditions of this  Agreement if such Party receives a subpoena or other process
or order to produce this Agreement, provided that such Party shall, prior to any
disclosure  to any  third  party,  promptly  notify  the other  Parties  to this
Agreement  so that each Party has a  reasonable  opportunity  to respond to such
subpoena,  process or order.  The Party  receiving a subpoena,  process or order
shall (in the first  instance)  take no action  contrary to the  confidentiality
provisions set forth above,  and shall make  reasonable  efforts to respond only
subject to a  protective  order.  The Party  objecting  shall have the burden of
defending  against such  subpoena,  process or order.  The Party  receiving  the
subpoena,  process or order shall be  entitled to comply with it,  except to the
extent that any other Party is  successful  in obtaining  an order  modifying or
quashing it.

SECTION 11.01 CONFIDENTIAL DISCLOSURE.
--------------------------------------

         During  the  term  of  this   Agreement,   either  Party  may  disclose
confidential  information  to the  other  Party.  Accordingly,  all  information
received by either  Party,  directly or indirectly  incident to this  Agreement,
including the terms and conditions of this Agreement, shall, except as specified
in Section 11.00 above, be held in strictest confidence, and the receiving Party
shall not either  directly or indirectly  disclose or use, except in performance
of its  obligations  under this Agreement,  any such  information of any kind or
character as may be disclosed or otherwise imparted to the receiving Party or as


                                       13
<PAGE>

may be  developed  during  the  course  of this  Agreement,  and  that  all such
information shall be held in the strictest confidence. The foregoing obligations
of  confidentiality  and  non-use  shall  remain in  effect  for the life of the
Agreement unless waived by either Party upon request of the other Party.

                                   ARTICLE XII
                                  MISCELLANEOUS
                                  -------------

SECTION 12.00 SEVERABILITY.
---------------------------

         If any  provision  of this  Agreement  shall  for any  reason or to any
extent be invalid or unenforceable, the remainder of this Agreement shall not be
affected thereby,  but rather shall be enforced to the greatest extent permitted
by law.

SECTION 12.01 COUNTERPARTS.
---------------------------

         This Agreement may be executed in multiple counterparts,  each of which
shall be deemed an  original,  but all of which shall be deemed one and the same
instrument.

SECTION 12.02 HEADINGS.
-----------------------

         The  headings  used in  this  Agreement  are  used  for  administrative
purposes  only and do not  constitute  substantive  matter to be  considered  in
construing the terms of this Agreement.

SECTION 12.03 ENTIRE AGREEMENT.
-------------------------------

         This  Agreement  and that certain  Mutual  Release among the Parties of
even date herewith embody the entire  agreement  between the Parties relating to
the subject matter hereof.  All prior  arrangements or understandings are hereby
superseded and canceled. No change, modification, or waiver of this Agreement or
any term thereof shall be valid or binding unless it is in writing and signed by
the Party intended to be bound.

SECTION 12.04 BINDING EFFECT.
-----------------------------

         Except as otherwise provided herein, the terms, obligations, covenants,
provisions, conditions and agreements herein shall bind and inure to the benefit
of the successors,  permitted  transferees and permitted assigns of Licensee and
Licensor.

SECTION 12.05 CHOICE OF LAW; VENUE.
-----------------------------------

         THE  VALIDITY,  INTERPRETATION,  PERFORMANCE  AND  ENFORCEMENT  OF THIS
AGREEMENT  SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA,  UNITED STATES
OF AMERICA  (WITHOUT  GIVING EFFECT TO ITS LAWS,  RULES OR PRINCIPLES  REGARDING
CONFLICT OF LAWS). EACH PARTY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE PERSONAL
JURISDICTION  OF ANY FEDERAL OR STATE COURT IN ORANGE  COUNTY,  FLORIDA,  UNITED
STATES OF AMERICA,  IN RESPECT OF ANY SUCH  PROCEEDING.  EACH PARTY  CONSENTS TO
SERVICE OF PROCESS UPON IT WITH  RESPECT TO ANY SUCH  PROCEEDING  BY  REGISTERED
MAIL, RETURN RECEIPT  REQUESTED,  AND BY ANY OTHER MEANS PERMITTED BY APPLICABLE
LAWS AND RULES.  EACH PARTY  WAIVES ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER


                                       14
<PAGE>

HAVE TO THE  LAYING  OF VENUE  OF ANY SUCH  PROCEEDING  IN ANY  COURT IN  ORANGE
COUNTY,  FLORIDA,  UNITED STATES AND ANY CLAIM THAT IT MAY NOW OR HEREAFTER HAVE
THAT ANY SUCH PROCEEDING IN ANY COURT IN ORANGE COUNTY,  FLORIDA,  UNITED STATES
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

SECTION 12.06 WARRANTIES AND COVENANTS.
---------------------------------------

         Licensor  warrants that (i) it is the owner of the entire right,  title
and interest to each and all of the patent properties that comprise the Licensed
Patents;  (ii) it has the full right to grant a non-exclusive license to the Lin
Scanning Patents as provided in this Agreement;  (iii) ATTACHMENT "A" sets forth
a complete and accurate  list of all pending and issued  Patents that, as of the
date first set forth above in the  preamble,  comprise the Lin Scanning  Patents
and the Apple  Patents;  and (iv) the  ownership  of the  Patents  indicated  on
ATTACHMENT "A" is consistent with the books and records of both Licensor and the
relevant Patent and Trademark Offices.

         SECTION 12.06.1.
         ----------------

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

         SECTION 12.06.2.
         ----------------

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

SECTION 12.07 PUBLIC ANNOUNCEMENTS.
-----------------------------------

         No Party  shall  issue any press  release or make any public  statement
regarding the terms of this  Agreement  unless  required by  applicable  laws or
regulations,   including,   without  limitation,  any  filings  as  required  by
applicable  securities  laws  or  the  United  States  Securities  and  Exchange
Commission.  However,  this Section shall not preclude  either Party from making
any public  statement  necessary to implement the business  objectives of either
Party as set forth in Section 11.00. In the spirit of cooperation,  both Parties
agree to provide advance notice of such public  statement to the other Party and
to solicit the other Party's comments.

         Neither  Party shall make  reference to the other in a press release or
any other written statement  connected with public media in connection with this
Agreement,  except with the prior  written  approval of the other  Party,  which
shall not be  unreasonably  withheld.  In any such  statements,  Licensor  shall
describe  the  scope and  nature of the  Party's  participation  accurately  and
appropriately.  The  Parties  shall not use,  nor permit to be used by any other
person or entity,  the name of any other Party, nor any adaptation  thereof,  or
the name of any other Party's employees in any advertising, promotional or sales
literature or for any other purpose without the prior written  permission of the
other Party.




                                       15
<PAGE>


SECTION 12.08 SURVIVAL PROVISIONS.
----------------------------------

         (a) The License and/or other rights granted under this Agreement  shall
survive any sale or transfer of any of the Lin Scanning Patents or Apple Patents
to any third  party.  Licensor  hereby  covenants  that any  subsequent  sale or
transfer of the Lin Scanning  Patents or the Apple Patents shall  expressly make
reference  to the  License  and the  option  granted in  Sections  2.00 and 2.01
herein.

         (b) Sections 2.02,  3.00, 3.01, 3.02,  5.02,  11.00,  12.10,  14.00 and
14.01 and Article XIII shall survive the  expiration or earlier  termination  of
this Agreement and continue in full force.

SECTION 12.09 GOVERNING LANGUAGE.
---------------------------------

         The English  language version of this Agreement shall be controlling in
all respects,  irrespective of whether  another  translation is or shall be made
hereof. Further, all correspondence, notices, demands and other writings between
the Parties shall be in English.

SECTION 12.10 INDEPENDENT CONTRACTOR.
-------------------------------------

         This  Agreement  does not  constitute  and  shall not be  construed  as
constituting a partnership or joint venture  between the Parties.  Neither Party
shall  have  any  right  to  obligate  or bind the  other  Party  in any  manner
whatsoever, and nothing herein contained shall give, or is intended to give, any
rights of any kind to any third persons. Each Party is an independent contractor
not affiliated  with the other Party,  and shall retain its  independent  status
throughout this Agreement and use its own discretion in its performance thereof.
No employment relationship is created by this Agreement.  Each Party will report
as income to the appropriate government agencies all compensation received by it
pursuant to this  Agreement  and will pay all  applicable  taxes.  Neither Party
shall make deductions from its fees, nor shall it in any way be deemed liable to
the other Party, for taxes,  insurance,  bonds, or any other subscription of any
kind.  Each Party will be  responsible  for and will  promptly  pay all relevant
taxes,  chargeable or assessed with respect to its employees.  The employees and
sub-contractors of each Party will be under the sole and exclusive direction and
control of such Party,  will not be considered  employees of the other Party for
any purpose, and are ineligible for any employee benefits from such other Party.
Each Party shall  comply with all  relevant  and  applicable  United  States and
international, local, state, and federal requirements,  ordinances, regulations,
and laws pertaining to the performance of this Agreement.

SECTION 12.11 ASSIGNMENT.
-------------------------

         Licensor shall have the right to assign this  Agreement,  or any or all
of its rights, duties, and/or obligations thereunder,  to a third party, without
the prior written consent of Licensee. Licensee may not assign this Agreement or
any or all of its  rights,  duties,  and/or  obligations  thereunder  to a third
party,  EXCEPT,  following full payment of the Lin Scanning  Patents License Fee
and the Apple Patents  License Fee (if the Apple License and the Permitted Apple
Sublicense are granted  hereunder),  in connection with the sale,  transfer,  or
acquisition  of all or  substantially  all of  Licensee's  assets or a  business
division of  Licensee to a third  party,  or a merger with or  acquisition  by a
third  party  ("PERMITTED  LICENSEE'S  ASSIGNEE")  of Licensee  (the  "PERMITTED
ASSIGNMENT"),  and then only to the extent that (i) such Permitted Assignment is
made expressly subject to the terms and conditions of this Agreement  including,
without   limitation,   Sections  2.00  and  2.01  hereof,   (ii)  each  product
manufactured,  used or sold by the Permitted  Licensee's Assignee which consists
partially  or wholly  any of the  Licensed  Patents  shall  only be  within  the
Licensed  Field of Use and fall within the definition and parameters of the term
"Products"  as defined  hereinabove,  (iii) the  Permitted  Licensee's  Assignee


                                       16
<PAGE>

agrees in writing to observe and be bound by the terms and conditions  hereof as
if an original  signatory hereto,  (iv) at least thirty (30) days' prior written
notice of such  Permitted  Assignment is provided to Licensor,  and (v) Licensee
acknowledges  to Licensor in writing  that all of  Licensee's  rights under this
Agreement  and  the  License  hereunder  shall  terminate  effective  upon  such
Permitted  Assignment and that Licensee thereafter shall have no further rights,
interests or claims in, under or to the Licensed  Patents,  the License and this
Agreement.  The Parties  agree that upon a Permitted  Assignment,  all Permitted
Sublicenses to Licensee's Subsidiary Sublicensees shall terminate simultaneously
with such  Permitted  Assignment  and all Licensee's End Users shall continue to
have a Permitted Sublicense pursuant to the terms contained herein.

SECTION 12.12 FORCE MAJEURE.
----------------------------

         Neither Party will be deemed in breach or default of this  Agreement to
the extent that  performance  of its  obligations or attempts to cure any breach
are delayed or prevented by reason of any act of God,  fire,  natural  disaster,
accident, act of government,  or an act that is beyond the reasonable control of
either  Party,  provided  that such Party gives the other Party  written  notice
thereof  promptly  and,  in any event,  within  fifteen  (15) days of  discovery
thereof  and uses its best  efforts to  continue  to so perform or cure.  In the
event of such a Force Majeure, the time for performance or cure will be extended
for a period  equal to the duration of the Force  Majeure,  but in no event more
than thirty (30) days.

                                  ARTICLE XIII
                          INSURANCE AND INDEMNIFICATION
                          -----------------------------


SECTION 13.00 INSURANCE.
------------------------

         Licensee  agrees to  obtain  and  maintain  during  the  period of this
Agreement,  and for three years  following  expiration  or  termination  of this
Agreement, at its own expense,  product liability insurance providing protection
(at a minimum,  in the amount of  $2,000,000  per  occurrence/$2,000,000  annual
aggregate) applicable to any claims,  liabilities,  damages,  costs, or expenses
arising out of any defects or alleged  defects in the  Products.  Within 30 days
after the  execution  of this  Agreement,  Licensee  shall  cause the  insurance
company  issuing such policy to issue a certificate to Licensor  confirming that
such policy has been issued and is in full force and effect, and also confirming
that before any  cancellation,  modification,  or  reduction in coverage of such
policy below the amount  specified  herein,  the  insurance  company  shall give
Licensor  30  days'  prior  written   notice  of  such  proposed   cancellation,
modification,  or reduction.  Any insurance  carried by Licensor shall be deemed
excess insurance, not subject to contribution.

SECTION 13.01 INDEMNIFICATION BY LICENSEE.
------------------------------------------

         Licensee agrees to defend, indemnify and hold harmless Licensor against
any loss, liability,  damage, cost or expense,  including reasonable legal fees,
arising out of any claims or suits,  whatever their nature and however  arising,
which may be brought or made  against  Licensor by reason of or arising from any
(i) breach of any term, condition,  obligation,  representation,  or warranty of
this Agreement by Licensee (ii) allegation, claim or suit that use of any or all
of the Licensed  Patents as  modified,  altered,  or otherwise  changed by or on
behalf of Licensee or Permitted  Sublicensees  infringes,  interferes  with,  or
otherwise violates the intellectual  property of a third party, or (iii) the use
of the Products licensed under this Agreement.  Licensee shall have sole control


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<PAGE>

over the  selection  of counsel and the  defense of any claim or any  settlement
thereof,  and Licensor shall provide Licensee with its reasonable  assistance in
the defense of such claim, at the expense of Licensee.  In no event may Licensee
enter  into any third  party  settlement  agreements  which  would in any manner
whatsoever  affect the rights of, or bind,  Licensor in any manner to said third
party, without the prior written consent of Licensor.

                                   ARTICLE XIV
        INTELLECTUAL PROPERTY; LAWS; LIMITATION OF LIABILITY AND WARRANTY

SECTION 14.00 INTELLECTUAL PROPERTY; LAWS.
------------------------------------------

        (a)  Licensee shall  provide  Permitted  Sublicensees  with  appropriate
notice  of the terms and  conditions  of the  limited  License  granted  herein,
including,  without limitation,  the limitations regarding access and use of the
Licensed Patents.

        (b)  Licensee shall make  reasonable efforts to prevent  infringement of
any  intellectual  property or other  rights of  Licensor  and agrees to protect
Licensor's title and rights in and to the Licensed  Patents.  Licensee shall not
take any  action  or fail to take any  action,  or  suffer to be done any act or
thing  which  in any  way is  adverse,  harmful  or  prejudicial  to  Licensor's
proprietary or legal rights to the Licensed Patents.

        (c)  As between  Licensor and Licensee,  Licensor shall be the owner of
all right, title and interest in and to the Licensed Patents.

        (d)  Licensee  hereby  irrevocably grants,  transfers,  and  assigns  to
Licensor,  without  reservation,  all  worldwide  ownership  rights,  title  and
interest,  including any and all intellectual property rights which Licensee may
have or acquire, by operation of law or otherwise,  in and to any and all of the
Licensed  Patents,  along with the good will of the business  appurtenant to the
use of any intellectual  property or other rights so assigned.  Licensee further
hereby  irrevocably  transfers  and assigns to Licensor any and all moral rights
that Licensee may have in the Licensed  Patents,  and hereby  forever waives and
agrees never to assert any and all moral rights it may have therein,  even after
termination of the Agreement.  Licensee,  at the written  request and expense of
Licensor,  agrees to execute  any and all  documentation  necessary  to formally
transfer such rights to Licensor.

        (e)  Licensor shall have the right, but not the obligation,  to file and
prosecute  the  Licensed  Patents,  in its own name and at its own cost,  in all
jurisdictions.  Licensee  agrees to reasonably  cooperate with Licensor,  at the
request of  Licensor,  in providing  any  information,  documentation,  or other
assistance  to  Licensor  reasonably  necessary  to enable  Licensor to file and
prosecute  the Licensed  Patents in accordance  with this  Section.  In no event
shall Licensee have the right to file or prosecute, in its own name or on behalf
of Licensor,  any of the Licensed Patents in any jurisdiction  without the prior
written consent of Licensor.

        (f)  Licensor may at its sole discretion enforce the Licensed Patents in
any jurisdiction, in its own name and at its own cost, against any and all third
parties whose  activities (i) violate,  infringe,  unfairly compete with, or are
likely to violate, infringe, or unfairly compete with any or all of the Licensed
Patents licensed to Licensee hereunder,  and (ii) causes, or is likely to cause,
harm,  injury,  or damage to, Licensee or Licensor.  Licensee agrees to promptly
notify  Licensor  in  writing  of any such third  party  infringement  or unfair
competition,  and shall request that Licensor take appropriate action, including
the  institution of legal  proceedings  for equitable  and/or  monetary  relief,


                                       18
<PAGE>

against such third party. Notwithstanding the foregoing, Licensor shall have the
right to refrain  from taking any such action so  requested  by Licensee for any
reason whatsoever including,  without limitation, if, in the reasonable business
determination of Licensor,  such requested  action cannot be undertaken  without
unreasonable  expense or risk to Licensor  and/or the  Licensed  Patents.  In no
event  shall  Licensee  have the right to  undertake  any such action at its own
expense,  in its own name or on behalf of  Licensor,  without the express  prior
written consent of Licensor.

SECTION 14.01 LIMITATION OF LIABILITY AND WARRANTY.
---------------------------------------------------

         UNLESS  OTHERWISE  EXPRESSLY  SET  FORTH  IN THIS  AGREEMENT,  LICENSOR
LICENSES  THE  LICENSED  PATENTS  "AS  IS"  AND  MAKES  NO   REPRESENTATIONS  OR
WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  WITHOUT  LIMITATION  THE  IMPLIED
WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE,  REGARDING
THE  LICENSED  PATENTS  OR ITS USE AND  OPERATION,  AND/OR IF AND TO THE  EXTENT
MODIFIED BY OR ON BEHALF OF LICENSEE.  Licensee  shall have no right to make any
other  representations,  warranties  or promises  with  respect to the  Licensed
Patents,  and, to the extent made,  such other  representations,  warranties  or
promises shall be void, invalid, and unenforceable against Licensor.

         IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT,  WARRANTY, TORT
(INCLUDING  NEGLIGENCE OR  INFRINGEMENT),  STRICT LIABILITY OR OTHERWISE,  SHALL
LICENSOR, OR ITS SUBCONTRACTORS OR SUPPLIERS, OR THEIR PARENTS,  AFFILIATES,  OR
SUBSIDIARIES BE LIABLE FOR ANY SPECIAL,  CONSEQUENTIAL,  INCIDENTAL, INDIRECT OR
EXEMPLARY DAMAGES,  INCLUDING,  BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES,
LOSS OF USE OF THE LICENSED PATENTS,  COST OF CAPITAL, COST OF SUBSTITUTE GOODS,
FACILITIES, SERVICES OR DOWNTIME COSTS.


                            [Signatures on Next Page]











                                       19
<PAGE>


         IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on
the last day indicated below.

                                            LASERSIGHT INCORPORATED


______2/24/05_____________                        /S/ DANGHUI LIU
                                            ------------------------------------
         DATE                               Dr. Danghui Liu
                                            President



                                            WAVELIGHT LASER TECHNOLOGIE AG


________2/24/05___________                  ______/s/ Max Reidl_________________
         DATE                               Max Reindl
                                            Chief Executive Officer



                                            WAVELIGHT LASER TECHNOLOGIE AG


_______2/24/05___________                   ______/s/ Manfred Drax______________
         DATE                               Manfred Drax
                                            Chief Operating Officer











                                       20
<PAGE>




                                 ATTACHMENT "A"


                         LIN SCANNING PATENTS INVENTORY
                         ------------------------------

1. 5,520,679 Inventor: Lin. OPHTHALMIC SURGERY METHOD USING NON-CONTACT SCANNING
   LASER. Issued:  05.28.1996.

2. RE37,504 Inventor: Lin. OPHTHALMIC SURGERY METHODUSING NON-CONTACT  SCANNING
   LASER.  Issued:  01.08.2002.

3. 6,716,210 Inventor: Lin. REFRACTIVE SURGICAL LASER APPARATUS AND METHOD.
   Issued: 04.04.2004.





                             APPLE PATENTS INVENTORY
                             -----------------------

1. 6,007,202 Inventors:  Apple, Nevitt, Han. EYE ILLUMINATION SYSTEM AND METHOD.
   Issued: 12.28.1999.

2. 6,193,373 Inventors: Apple, Nevitt, Han. EYE ILLUMINATION SYSTEM AND METHOD.
   Issued:  02.27.2001.

3. 6,334,683 Inventors:  Apple, Nevitt,Han. EYE ILLUMINATION SYSTEM AND METHOD.
   Issued: 01.01.2002.













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