EXHIBIT B
to Securities Purchase Agreement

VOID AFTER 5:00 P.M. ST. LOUIS
TIME ON AUGUST 29, 2002


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 234,375 Shares of
                                         Common Stock, par value $.001 per share

Date: August 29, 1997

                             LASERSIGHT INCORPORATED
                             STOCK PURCHASE WARRANT


         THIS CERTIFIES  THAT, for value received,  CC  Investments,  LDC or its
registered  assigns,  is entitled to purchase from  LaserSight  Incorporated,  a
Delaware  corporation (the  "Company"),  at any time or from time to time during
the period specified in Section 2 hereof, two hundred thirty-four thousand three
hundred  seventy-five  (234,375)  fully  paid and  nonassessable  shares  of the
Company's common stock,  par value $.001 per share (the "Common  Stock"),  at an
exercise price of $5.91 per share (the  "Exercise  Price") (equal to 115% of the
average  of the  Closing  Bid  Prices  of the  Common  Stock  for the  five  (5)
consecutive  trading days ending on the trading day  immediately  preceding  the
date of the Closing (as defined in that certain  Securities  Purchase  Agreement
dated  August 29, 1997  between the Company  and the  signatories  thereto  (the
"Securities  Purchase  Agreement")).  The  number  of  shares  of  Common  Stock
purchasable  hereunder (the "Warrant Shares") and the Exercise Price are subject
to adjustment as provided in Section 4 hereof.  The term  "Warrants"  means this
Warrant and the other  warrants of the Company  issued  pursuant to the terms of
the Securities Purchase Agreement.

         The term  "Closing Bid Price"  means,  for any security as of any date,
the closing bid price of such security on the principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected  by the  Company  and  reasonably  acceptable  the holder  hereof  (the
"Holder")  if  Bloomberg  Financial  Markets is not then  reporting  closing bid
prices of such security  (collectively,  "Bloomberg"),  or if the foregoing does

<PAGE>

EXHIBIT B
to Securities Purchase Agreement

VOID AFTER 5:00 P.M. ST. LOUIS
TIME ON AUGUST 29, 2002


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 187,500 Shares of
                                         Common Stock, par value $.001 per share

Date: August 29, 1997

                             LASERSIGHT INCORPORATED
                             STOCK PURCHASE WARRANT


         THIS  CERTIFIES   THAT,  for  value  received,   Shepherd   Investments
International,  Ltd. or its  registered  assigns,  is entitled to purchase  from
LaserSight Incorporated,  a Delaware corporation (the "Company"), at any time or
from time to time during the period  specified in Section 2 hereof,  one hundred
eighty-seven thousand five hundred (187,500) fully paid and nonassessable shares
of the Company's  common stock,  par value $.001 per share (the "Common Stock"),
at an exercise price of $5.91 per share (the "Exercise Price") (equal to 115% of
the  average of the  Closing  Bid  Prices of the  Common  Stock for the five (5)
consecutive  trading days ending on the trading day  immediately  preceding  the
date of the Closing (as defined in that certain  Securities  Purchase  Agreement
dated  August 29, 1997  between the Company  and the  signatories  thereto  (the
"Securities  Purchase  Agreement")).  The  number  of  shares  of  Common  Stock
purchasable  hereunder (the "Warrant Shares") and the Exercise Price are subject
to adjustment as provided in Section 4 hereof.  The term  "Warrants"  means this
Warrant and the other  warrants of the Company  issued  pursuant to the terms of
the Securities Purchase Agreement.

         The term  "Closing Bid Price"  means,  for any security as of any date,
the closing bid price of such security on the principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected  by the  Company  and  reasonably  acceptable  the holder  hereof  (the
"Holder")  if  Bloomberg  Financial  Markets is not then  reporting  closing bid
prices of such security  (collectively,  "Bloomberg"),  or if the foregoing does
<PAGE>

EXHIBIT B
to Securities Purchase Agreement

VOID AFTER 5:00 P.M. ST. LOUIS
TIME ON AUGUST 29, 2002


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 187,500 Shares of
                                         Common Stock, par value $.001 per share

Date: August 29, 1997

                             LASERSIGHT INCORPORATED
                             STOCK PURCHASE WARRANT


         THIS CERTIFIES THAT, for value  received,  Stark  International  or its
registered  assigns,  is entitled to purchase from  LaserSight  Incorporated,  a
Delaware  corporation (the  "Company"),  at any time or from time to time during
the period specified in Section 2 hereof, one hundred eighty-seven thousand five
hundred  (187,500) fully paid and  nonassessable  shares of the Company's common
stock, par value $.001 per share (the "Common  Stock"),  at an exercise price of
$5.91 per share  (the  "Exercise  Price")  (equal to 115% of the  average of the
Closing Bid Prices of the Common Stock for the five (5) consecutive trading days
ending on the  trading  day  immediately  preceding  the date of the Closing (as
defined in that  certain  Securities  Purchase  Agreement  dated August 29, 1997
between  the Company  and the  signatories  thereto  (the  "Securities  Purchase
Agreement")).  The number of shares of Common Stock  purchasable  hereunder (the
"Warrant  Shares") and the Exercise  Price are subject to adjustment as provided
in  Section 4 hereof.  The term  "Warrants"  means  this  Warrant  and the other
warrants of the Company issued pursuant to the terms of the Securities  Purchase
Agreement.

         The term  "Closing Bid Price"  means,  for any security as of any date,
the closing bid price of such security on the principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected  by the  Company  and  reasonably  acceptable  the holder  hereof  (the
"Holder")  if  Bloomberg  Financial  Markets is not then  reporting  closing bid
prices of such security  (collectively,  "Bloomberg"),  or if the foregoing does
<PAGE>

EXHIBIT B
to Securities Purchase Agreement

VOID AFTER 5:00 P.M. ST. LOUIS
TIME ON AUGUST 29, 2002


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES  LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES  REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
FOR THE SECURITIES UNDER APPLICABLE  SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR
TRANSFERRED   PURSUANT  TO  AN  AVAILABLE   EXEMPTION   FROM  THE   REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase 140,625 Shares of
                                         Common Stock, par value $.001 per share

Date: August 29, 1997

                             LASERSIGHT INCORPORATED
                             STOCK PURCHASE WARRANT


         THIS  CERTIFIES  THAT,  for value  received,  Societe  Generale  or its
registered  assigns,  is entitled to purchase from  LaserSight  Incorporated,  a
Delaware  corporation (the  "Company"),  at any time or from time to time during
the period specified in Section 2 hereof, one hundred forty thousand six hundred
twenty-five  (140,625)  fully  paid and  nonassessable  shares of the  Company's
common  stock,  par value $.001 per share (the "Common  Stock"),  at an exercise
price of $5.91 per share (the "Exercise Price") (equal to 115% of the average of
the Closing Bid Prices of the Common Stock for the five (5) consecutive  trading
days ending on the trading day immediately preceding the date of the Closing (as
defined in that  certain  Securities  Purchase  Agreement  dated August 29, 1997
between  the Company  and the  signatories  thereto  (the  "Securities  Purchase
Agreement")).  The number of shares of Common Stock  purchasable  hereunder (the
"Warrant  Shares") and the Exercise  Price are subject to adjustment as provided
in  Section 4 hereof.  The term  "Warrants"  means  this  Warrant  and the other
warrants of the Company issued pursuant to the terms of the Securities  Purchase
Agreement.

         The term  "Closing Bid Price"  means,  for any security as of any date,
the closing bid price of such security on the principal  securities  exchange or
trading  market where such security is listed or traded as reported by Bloomberg
Financial  Markets or a  comparable  reporting  service of  national  reputation
selected  by the  Company  and  reasonably  acceptable  the holder  hereof  (the
"Holder")  if  Bloomberg  Financial  Markets is not then  reporting  closing bid
prices of such security  (collectively,  "Bloomberg"),  or if the foregoing does

<PAGE>

not apply, the last reported sale price of such security in the over-the-counter
market  on the  electronic  bulletin  board  of such  security  as  reported  by
Bloomberg,  or, if no sale price is reported for such security by Bloomberg, the
average of the bid prices of any market  makers for such security as reported in
the "pink  sheets" by the  National  Quotation  Bureau,  Inc. If the Closing Bid
Price  cannot  be  calculated  for  such  security  on  such  date on any of the
foregoing  bases,  the Closing Bid Price of such  security on such date shall be
the fair market value as reasonably  determined  by an  investment  banking firm
selected by the Company and  reasonably  acceptable to the Holder with the costs
of such appraisal to be borne by the Company.

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. Mechanics of Exercise.  Subject to the provisions hereof, including,
without  limitation,  the  limitations  contained in Section  7(f) hereof,  this
Warrant may be exercised as follows:

         (a) Manner of Exercise. This Warrant may be exercised by the Holder, in
whole or in part, by the surrender of this Warrant (or evidence of loss,  theft,
destruction  or  mutilation  thereof in accordance  with Section 11(e)  hereof),
together with a completed  exercise  agreement in the Form of Exercise Agreement
attached hereto as Exhibit 1 (the "Exercise  Agreement"),  to the Company at the
Company's  principal  executive  offices (or such other  office or agency of the
Company as it may  designate by notice to the  Holder),  and upon payment to the
Company in cash, by certified or official bank check or by wire transfer for the
account of the Company,  of the Exercise Price for the Warrant Shares  specified
in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be
issued to the Holder or Holder's designees,  as the record owner of such shares,
as of the date on which this Warrant shall have been surrendered,  the completed
Exercise  Agreement  shall have been  delivered,  and  payment  (or notice of an
election to effect a Cashless  Exercise) shall have been made for such shares as
set forth above.

         (b) Issuance of Certificates. Subject to Section 1(c), certificates for
the Warrant  Shares so purchased,  representing  the aggregate  number of shares
specified in the Exercise  Agreement,  shall be delivered to the Holder within a
reasonable  time, not exceeding four (4) business days, after this Warrant shall
have been so exercised (the "Delivery  Period").  The  certificates so delivered
shall be in such  denominations  as may be  requested by the Holder and shall be
registered  in the name of Holder or such other name as shall be  designated  by
such  Holder.  If this Warrant  shall have been  exercised  only in part,  then,
unless this Warrant has expired,  the Company shall, at its expense, at the time
of  delivery  of  such  certificates,  deliver  to  the  Holder  a  new  Warrant
representing  the number of shares with respect to which this Warrant  shall not
then have been exercised.
<PAGE>

         (c)  Exercise  Disputes.  In the case of any dispute with respect to an
exercise, the Company shall promptly issue such number of shares of Common Stock
as are not disputed in accordance  with this Section.  If such dispute  involves
the  calculation  of the Exercise  Price,  the Company shall submit the disputed
calculations  to a  "Big  Six"  independent  accounting  firm  (selected  by the
Company) via facsimile within three (3) business days of receipt of the Exercise
Agreement.  The  accounting  firm shall  audit the  calculations  and notify the
Company and the converting  Holder of the results no later than two (2) business
days from the date it receives the disputed calculations.  The accounting firm's
calculation shall be deemed conclusive, absent manifest error. The Company shall
then issue the  appropriate  number of shares of Common Stock in accordance with
this Section.

         (d) Fractional  Shares.  No fractional shares of Common Stock are to be
issued upon the  exercise  of this  Warrant,  but the  Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount  equal to the same  fraction  of the  Exercise  Price of a share of
Common  Stock (as  determined  for exercise of this Warrant into whole shares of
Common Stock);  provided that in the event that sufficient funds are not legally
available  for the  payment of such cash  adjustment  any  fractional  shares of
Common Stock shall be rounded up to the next whole number.

         (e) Buy-In.  If (i) the Company fails for any reason to deliver  during
the  Delivery  Period  shares of Common Stock to Holder upon an exercise of this
Warrant and (ii) after the  applicable  Delivery  Period with respect to such an
exercise,  Holder purchases (in an open market  transaction or otherwise) shares
of Common Stock to make  delivery  upon a sale by Holder of the shares of Common
Stock  (the  "Sold  Shares")  which  Holder was  entitled  to receive  upon such
exercise (a  "Buy-in"),  the Company  shall pay Holder (in addition to any other
remedies  available to Holder) the amount by which (x) Holder's  total  purchase
price (including brokerage commission, if any) for the shares of Common Stock so
purchased  exceeds (y) the net proceeds  received by Holder from the sale of the
Sold Shares.  For example,  if Holder  purchases shares of Common Stock having a
total  purchase  price of  $11,000 to cover a Buy-In  with  respect to shares of
Common Stock sold for  $10,000,  the Company will be required to pay such Holder
$1,000.  Holder shall provide the Company  written  notification  indicating any
amounts payable to Holder pursuant to this subsection.

         2. Period of Exercise.  This Warrant is exercisable at any time or from
time to time on or after the date hereof and before 5:00 P.M., St. Louis time on
the fifth (5th) anniversary of the date hereof (the "Exercise Period").

         3. Certain Agreements of the Company.  The Company hereby covenants and
agrees as follows:

         (a) Shares to be Fully Paid. All Warrant Shares will,  upon issuance in
accordance with the terms of this Warrant,  be validly  issued,  fully paid, and
nonassessable and free from all taxes, liens, claims and encumbrances.
<PAGE>

         (b)  Reservation  of Shares.  During the Exercise  Period,  the Company
shall at all times have  authorized,  and  reserved  for the purpose of issuance
upon exercise of this Warrant,  a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

         (c)  Listing.  The  Company  shall  promptly  secure the listing of the
shares of Common Stock  issuable  upon  exercise of this Warrant upon the Nasdaq
National Market ("NASDAQ") as required by Section 4.9 of the Securities Purchase
Agreement  and upon each  national  securities  exchange or automated  quotation
system,  if any,  upon which  shares of Common  Stock are then  listed or become
listed and shall maintain,  so long as any other shares of Common Stock shall be
so listed, such listing of all shares of Common Stock from time to time issuable
upon  the  exercise  of this  Warrant;  and the  Company  shall  so list on each
national  securities exchange or automated quotation system, as the case may be,
and shall  maintain  such  listing of any other  shares of capital  stock of the
Company  issuable upon the exercise of this Warrant is and so long as any shares
of the same  class  shall be  listed on such  national  securities  exchange  or
automated quotation system.

         (d) Certain Actions  Prohibited.  The Company will not, by amendment of
its charter or through any  reorganization,  transfer of assets,  consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such actions as may  reasonably be requested by the Holder of this
Warrant  in order to  protect  the  exercise  privilege  of the  Holder  of this
Warrant, consistent with the tenor and purpose of this Warrant. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Section 4. In the event that any  adjustment  of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

         (a)  Adjustment of Exercise Price and Number of Shares upon Issuance of
Common Stock.  Except as otherwise  provided in Section 4(c) and 4(e) hereof, if
and whenever after the initial  issuance of this Warrant,  the Company issues or
sells,  or in  accordance  with  Section 4(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per

<PAGE>

share less than the Market Price (as herein  defined) on the date of issuance (a
"Dilutive Issuance"), then effective immediately upon the Dilutive Issuance, the
Exercise Price will be adjusted in accordance with the following formula:

         E' = E x   O + P/M
                    -------
                      CSDO

         where:

         E'   = the adjusted Exercise Price
         E    = the then current Exercise Price;
         M    = the then current Market Price;
         O    = the  number  of shares of Common  Stock  outstanding immediately
                prior to the Dilutive Issuance;
         P    = the aggregate consideration,  calculated as set forth in Section
                4(b)  hereof,  received  by  the  Company  upon  such   Dilutive
                Issuance; and
         CSDO = the  total number of shares of Common Stock  Deemed  Outstanding
                (as  herein  defined) immediately after the Dilutive Issuance.

         (b)  Effect on  Exercise  Price of  Certain  Events.  For  purposes  of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

              (i)  Issuance of Rights or  Options.  If the Company in any manner
issues or grants any  warrants,  rights or options,  whether or not  immediately
exercisable,  to subscribe for or to purchase  Common Stock or other  securities
exercisable,  convertible  into or exchangeable  for Common Stock  ("Convertible
Securities"),  but not to include  the grant or exercise of any stock or options
which may  hereafter  be granted or  exercised  under any  employee  or Director
benefit plan of the Company now existing or to be implemented in the future,  so
long as the  issuance  of such stock or options is approved by a majority of the
non-employee  members of the Board of  Directors of the Company or a majority of
the  members of a  committee  of  non-employee  directors  established  for such
purpose  (such  warrants,  rights  and  options  to  purchase  Common  Stock  or
Convertible Securities are hereinafter referred to as "Options"),  and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market Price on the date of issuance ("Below Market  Options"),
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise of all such Below Market Options (assuming full exercise, conversion or
exchange of Convertible  Securities,  if applicable) will, as of the date of the
issuance or grant of such Below Market Options,  be deemed to be outstanding and
to have been  issued  and sold by the  Company  for such  price per  share.  For
purposes of the preceding  sentence,  the price per share for which Common Stock
is issuable  upon the exercise of such Below  Market  Options is  determined  by
dividing (i) the total amount,  if any, received or receivable by the Company as
consideration  for the issuance or granting of such Below Market  Options,  plus
the minimum aggregate amount of additional consideration, if any, payable to the

<PAGE>

Company upon the exercise of all such Below Market Options, plus, in the case of
Convertible  Securities issuable upon the exercise of such Below Market Options,
the  minimum  aggregate  amount of  additional  consideration  payable  upon the
exercise, conversion or exchange thereof at the time such Convertible Securities
first become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common  Stock  issuable  upon the exercise of all such Below
Market  Options  (assuming  full  conversion  of  Convertible   Securities,   if
applicable).  No further  adjustment to the Exercise Price will be made upon the
actual  issuance of such  Common  Stock upon the  exercise of such Below  Market
Options or upon the exercise,  conversion or exchange of Convertible  Securities
issuable upon exercise of such Below Market Options.

              (ii)  Issuance of Convertible Securities.

                    (A) If the  Company  in  any  manner  issues  or  sells  any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable  upon the exercise of Options) and the price per share for
which Common Stock is issuable  upon such  exercise,  conversion or exchange (as
determined  pursuant  to Section  4(b)(ii)(B)  if  applicable)  is less than the
Market Price on the date of issuance, then the maximum total number of shares of
Common Stock  issuable  upon the  exercise,  conversion  or exchange of all such
Convertible  Securities will, as of the date of the issuance of such Convertible
Securities,  be deemed to be outstanding and to have been issued and sold by the
Company for such price per share.  For the purposes of the  preceding  sentence,
the  price per share for which  Common  Stock is  issuable  upon such  exercise,
conversion or exchange is  determined by dividing (i) the total amount,  if any,
received or receivable by the Company as consideration  for the issuance or sale
of all  such  Convertible  Securities,  plus the  minimum  aggregate  amount  of
additional  consideration,  if any,  payable to the Company  upon the  exercise,
conversion or exchange  thereof at the time such  Convertible  Securities  first
become  exercisable,  convertible  or  exchangeable,  by (ii) the maximum  total
number of shares of Common  Stock  issuable  upon the  exercise,  conversion  or
exchange  of all such  Convertible  Securities.  No  further  adjustment  to the
Exercise Price will be made upon the actual  issuances of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.

                    (B) If the  Company  in  any  manner  issues  or  sells  any
Convertible  Securities  with a  fluctuating  conversion  or  exercise  price or
exchange  ratio (a "Variable  Rate  Convertible  Security"),  then the price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange for purposes of the  calculation  contemplated  by Section  4(b)(ii)(A)
shall be deemed to be the  lowest  price per  share  which  would be  applicable
assuming  that (1) all  holding  period and other  conditions  to any  discounts
contained in such Convertible  Security have been satisfied,  and (2) the Market
Price on the date of issuance of such Convertible Security was 80% of the Market
Price on such date (the "Assumed Variable Market Price").
<PAGE>

              (iii) Change in Option Price or  Conversion  Rate.  Except for the
grant or  exercise  of any stock or options  which may  hereafter  be granted or
exercised  under any  employee  or  Director  benefit  plan of the  Company  now
existing or to be  implemented  in the future,  so long as the  issuance of such
stock or options is approved by a majority  of the  non-employee  members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose, if there is a change at any
time in (i) the amount of additional  consideration  payable to the Company upon
the exercise of any Options;  (ii) the amount of  additional  consideration,  if
any,  payable to the Company upon the  exercise,  conversion  or exchange or any
Convertible  Securities;  or (iii) the rate at which any Convertible  Securities
are convertible  into or  exchangeable  for Common Stock (other than under or by
reason of provisions  designed to protect against dilution),  the Exercise Price
in effect at the time of such change will be  readjusted  to the Exercise  Price
which  would have been in effect at such time had such  Options  or  Convertible
Securities still outstanding provided for such changed additional  consideration
or changed  conversion rate, as the case may be, at the time initially  granted,
issued or sold.

              (iv)  Treatment  of Expired  Options and  Unexercised  Convertible
Securities. If, in any case, the total number of shares of Common Stock issuable
upon  exercise of any Options or upon  exercise,  conversion  or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
option or to exercise,  convert or exchange such  Convertible  Securities  shall
have expired or terminated, the Exercise Price then in effect will be readjusted
to the  Exercise  Price  which  would  have  been in  effect at the time of such
expiration or  termination  had such Options or Convertible  Securities,  to the
extent  outstanding  immediately prior to such expiration or termination  (other
than in respect  of the  actual  number of shares of Common  Stock  issued  upon
exercise or conversion thereof), never been issued.

              (v) Calculation of  Consideration  Received.  If any Common Stock,
Options or  Convertible  Securities  are issued,  granted or sold for cash,  the
consideration  received therefor for purposes of this Warrant will be the amount
received by the Company  therefor,  before deduction of reasonable  commissions,
underwriting  discounts  or  allowances  or other  reasonable  expenses  paid or
incurred by the Company in connection with such issuance, grant or sale. In case
any Common Stock,  Options or  Convertible  Securities  are issued or sold for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  other than cash  received by the Company  will be the fair market
value  of  such  consideration  except  where  such  consideration  consists  of
freely-tradeable  securities, in which case the amount of consideration received
by the Company  will be the Market Price  thereof as of the date of receipt.  In
case  any  Common  Stock,  Options  or  Convertible  Securities  are  issued  in
connection  with any  merger  or  consolidation  in  which  the  Company  is the
surviving corporation, the amount of consideration therefor will be deemed to be
the fair  market  value of such  portion of the net assets and  business  of the
non-surviving  corporation as is attributable  to such Common Stock,  Options or
Convertible  Securities,  as the  case  may be.  The  fair  market  value of any
consideration other than cash or securities will be determined in the good faith
reasonable business judgment of the Board of Directors.
<PAGE>

              (vi)  Exceptions to Adjustment of Exercise Price. No adjustment to
the Exercise  Price will be made (i) upon the exercise of any warrants,  options
or  convertible  securities  issued  and  outstanding  on  the  date  hereof  in
accordance  with the terms of such  securities  as of such  date;  (ii) upon the
grant or  exercise  of any stock or options  which may  hereafter  be granted or
exercised  under any  employee  or  Director  benefit  plan of the  Company  now
existing or to be  implemented  in the future,  so long as the  issuance of such
stock or options is approved by a majority  of the  non-employee  members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee  directors established for such purpose; (iii) upon the issuance of
the Series B  Convertible  Preferred  Stock,  par value $.001 per share,  of the
Company  (the  "Preferred  Stock") or Warrants in  accordance  with terms of the
Securities  Purchase  Agreement;  or (iv) upon the  exercise of the  Warrants or
conversion of the Preferred Stock.

         (c) Subdivision or Combination of Common Stock. If the Company,  at any
time after the initial issuance of this Warrant, subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise)
its shares of Common Stock into a greater number of shares, then, after the date
of  record  for  effecting  such  subdivision,  the  Exercise  Price  in  effect
immediately prior to such subdivision will be  proportionately  reduced.  If the
Company,  at any time after the initial  issuance of this Warrant,  combines (by
reverse  stock  split,  recapitalization,  reorganization,  reclassification  or
otherwise)  its shares of Common  Stock into a smaller  number of shares,  then,
after the date of record for effecting such  combination,  the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

         (d)  Adjustment  in  Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

         (e) Major Transactions.  If the Company shall consolidate with or merge
into any corporation or reclassify its outstanding shares of Common Stock (other
than  by way of  subdivision  or  reduction  of  such  shares)  (each  a  "Major
Transaction"),  then each holder of a Warrant  shall  thereafter  be entitled to
receive consideration, in exchange for such Warrant, equal to the greater of, as
determined in the sole discretion of such holder:  (i) a warrant to purchase (at
the same  aggregate  exercise  price and on the same terms and conditions as the
Warrant  surrendered) the number of shares of stock or securities or property of
the Company,  or of the entity resulting from such  consolidation or merger (the
"Major Transaction Consideration"), to which a holder of the number of shares of
Common Stock  delivered  upon  exercise of such Warrant would have been entitled
upon such Major  Transaction had the holder of such Warrant  exercised  (without
regard to any  limitations  on  exercise  herein  contained)  the Warrant on the
trading date  immediately  preceding the public  announcement of the transaction

<PAGE>

resulting  in such Major  Transaction  and had such Common Stock been issued and
outstanding  and had such holder been the holder of record of such Common  Stock
at the  time of such  Major  Transaction,  and the  Company  shall  make  lawful
provision therefor as a part of such consolidation,  merger or reclassification;
and (ii) cash paid by the Company in immediately  available  funds, in an amount
equal to the Black-Scholes Amount (as defined herein) times the number of shares
of Common Stock for which this Warrant was  exercisable  (without  regard to any
limitations on exercise herein contained) on the date immediately  preceding the
date of such Major Transaction. No sooner than ten (10) days nor later than five
(5) days prior to the  consummation of the Major  Transaction,  but not prior to
the public  announcement  of such Major  Transaction,  the Company shall deliver
written notice ("Notice of Major Transaction") to each holder of Warrants, which
Notice of Major  Transaction  shall be deemed  to have  been  delivered  one (1)
business day following the Company's  sending such notice by telecopy  (provided
that the  Company  sends a  confirming  copy of such  notice  on the same day by
overnight  courier)  of such Notice of Major  Transaction.  Such Notice of Major
Transaction  shall  indicate  the  amount  and  type  of the  Major  Transaction
Consideration which such holder would receive under clause (i) of this paragraph
(e). If the Major Transaction  Consideration does not consist entirely of United
States  currency,  such holder may elect to receive United States currency in an
amount equal to the value of the Major Transaction  Consideration in lieu of the
Major  Transaction  Consideration  by delivering  notice of such election to the
Company  within  five (5) days of the  holder's  receipt  of the Notice of Major
Transaction.

         The "Black-Scholes Amount" shall be an amount determined by calculating
the "Black-Scholes"  value of an option to purchase one share of Common Stock on
the applicable page on the Bloomberg online page,  using the following  variable
values:  (i) the current  market  price of the Common Stock equal to the closing
trade  price on the last  trading day before the date of the Notice of the Major
Transaction;  (ii) volatility of the Common Stock equal to the volatility of the
common Stock during the 100 trading day period  preceding the date of the Notice
of the Major  Transaction;  (iii) a risk free rate equal to the interest rate on
the United States  treasury bill or treasury note with a maturity  corresponding
to the  remaining  term of this  Warrant  on the date of the Notice of the Major
Transaction;  and (iv) an exercise price equal to the Exercise Price on the date
of the Notice of the Major Transaction.  In the event such calculation  function
is no longer  available  utilizing the Bloomberg  online page,  the Holder shall
calculate  such  amount  in its sole  discretion  using  the  closest  available
alternative  mechanism  and variable  values to those  available  utilizing  the
Bloomberg online page for such calculation function.

         (f)  Distribution of Assets.  In case the Company shall declare or make
any  distribution  of its assets (or rights to acquire its assets) to holders of
Common Stock as a partial liquidating  dividend,  by way of return of capital or
otherwise (including any dividend or distribution to the Company's  shareholders
of  cash or  shares  (or  rights  to  acquire  shares)  of  capital  stock  of a
subsidiary) (a  "Distribution"),  at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto,  to receive
the  amount of such  assets (or  rights)  which  would have been  payable to the
Holder had such  Holder  been the holder of such  shares of Common  Stock on the
record date for the determination of shareholders entitled to such Distribution.
<PAGE>

         (g)  Notices of  Adjustment.  Upon the  occurrence  of any event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company  shall give notice  thereof to the Holder,  which notice shall state the
Exercise Price  resulting  from such  adjustment and the increase or decrease in
the number of Warrant Shares  purchasable  at such price upon exercise,  setting
forth in reasonable  detail the method of  calculation  and the facts upon which
such  calculation  is based.  Such  calculation  shall be certified by the chief
financial officer of the Company.

         (h) Minimum Adjustment of Exercise Price. No adjustment of the Exercise
Price shall be made in an amount of less than 1% of the Exercise Price in effect
at the time such  adjustment  is  otherwise  required  to be made,  but any such
lesser  adjustment  shall be carried  forward  and shall be made at the time and
together  with  the  next  subsequent   adjustment  which,   together  with  any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

         (i) No Fractional  Shares.  No fractional shares of Common Stock are to
be issued upon the exercise of this  Warrant,  but the Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock;  provided  that in the  event  that  sufficient  funds  are  not  legally
available  for the  payment of such cash  adjustment  any  fractional  shares of
Common Stock shall be rounded up to the next whole number.

         (j)  Other Notices. In case at any time:

              (i) the Company  shall  declare any dividend upon the Common Stock
payable  in shares of stock of any class or make any other  distribution  to the
holders of the Common Stock;

              (ii) the  Company  shall  offer for  subscription  pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

              (iii) there shall be any capital reorganization of the Company, or
reclassification  of the Common Stock, or consolidation or merger of the Company
with or into,  or sale of all or  substantially  all of its assets  to,  another
corporation or entity; or

              (iv)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;
<PAGE>

then, in each such case,  the Company shall give to the Holder (a) notice of the
date on which the books of the Company  shall  close or a record  shall be taken
for  determining  the  holders of Common  Stock  entitled  to  receive  any such
dividend, distribution, or subscription rights or for determining the holders of
Common  Stock   entitled  to  vote  in  respect  of  any  such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect  thereto,  but in no event  earlier  than  public  announcement  of such
proposed  transaction  or event.  Failure to give any such  notice or any defect
therein shall not affect the validity of the proceedings  referred to in clauses
(i), (ii), (iii) and (iv) above.


         (k)  Certain Definitions.

              (i) "Common  Stock  Deemed  Outstanding"  shall mean the number of
shares of Common Stock  actually  outstanding  (not  including  shares of Common
Stock held in the treasury of the Company),  plus (x) in case of any  adjustment
required by Section 4(a) resulting from the issuance of any Options, the maximum
total number of shares of Common Stock issuable upon the exercise of the Options
for which the  adjustment is required  (including any Common Stock issuable upon
the  conversion  of  Convertible  Securities  issuable upon the exercise of such
Options),  and (y) in the  case  of any  adjustment  required  by  Section  4(a)
resulting  from the issuance of any  Convertible  Securities,  the maximum total
number of shares of Common  Stock  issuable  upon the  exercise,  conversion  or
exchange of the Convertible  Securities for which the adjustment is required, as
of the date of issuance of such Convertible Securities, if any.

              (ii) "Market  Price," as of any date, (i) means the average of the
Closing Bid Prices for the shares of Common  Stock as reported to Nasdaq for the
trading day  immediately  preceding  such date, or (ii) if the Nasdaq is not the
principal  trading market for the Common Stock, the average of the last reported
bid prices on the principal  trading market for the Common Stock during the same
period,  or, if there is no bid price for such period,  the last reported  sales
price for such period,  or (iii) if market value cannot be calculated as of such
date on any of the foregoing  bases,  the Market Price shall be the average fair
market value as reasonably  determined by an investment banking firm selected by
the Company and  reasonably  acceptable to the Holders of a majority in interest
of the Warrants, with the costs of the appraisal to be borne by the Company. The
manner of  determining  the Market  Price of the  Common  Stock set forth in the
foregoing  definition  shall apply with respect to any other security in respect
of which a determination as to market value must be made hereunder.
<PAGE>

              (iii) "Common Stock," for purposes of this Section 4, includes the
Common  Stock  and any  additional  class  of  stock of the  Company  having  no
preference as to dividends or  distributions  on liquidation,  provided that the
shares  purchasable  pursuant to this Warrant shall include only Common Stock in
respect  of which this  Warrant is  exercisable,  or shares  resulting  from any
subdivision  or  combination  of  such  Common  Stock,  or in  the  case  of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(e) hereof,  the stock or other securities or
property provided for in such Section.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the Holder or such
shares for any issuance tax or other costs in respect thereof, provided that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer  involved in the issuance and delivery of any certificate in a name
other than the Holder.

         6. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company.  No provision of this Warrant,  in the absence of affirmative action by
the Holder to purchase  Warrant Shares,  and no mere  enumeration  herein of the
rights or  privileges  of the Holder,  shall give rise to any  liability  of the
Holder for the Exercise Price or as a shareholder  of the Company,  whether such
liability is asserted by the Company or by creditors of the Company.

         7. Transfer, Exchange, Redemption and Replacement of Warrant.

            a.  Restriction on Transfer.  This Warrant and the rights granted to
the  Holder  are  transferable,  in  whole or in part,  upon  surrender  of this
Warrant,  together with a properly executed assignment in the Form of Assignment
attached hereto as Exhibit 2, at the office or agency of the Company referred to
in Section 7(e) below, provided,  however, that any transfer or assignment shall
be subject to the to the  provisions  of Section  5.1 and 5.2 of the  Securities
Purchase  Agreement.  Until due presentment for  registration of transfer on the
books of the Company,  the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes,  and the Company shall not be affected
by any  notice  to  the  contrary.  Notwithstanding  anything  to  the  contrary
contained  herein,  the  registration  rights  described in Section 8 hereof are
assignable only in accordance  with the provisions of that certain  Registration
Rights Agreement,  dated as of August 29, 1997, by and among the Company and the
other signatories thereto (the "Registration  Rights Agreement").  Upon exercise
of this  Warrant,  the  Holder  will make such  representations  and  warranties
substantially  equivalent to those securities law representations and warranties
contained in Article II of the Securities Purchase Agreement;  provided that any
such  representations  and warranties will not cover any investment intent which

<PAGE>

may or may not exist  with  respect  to the  resale of the  Common  Stock upon a
registration pursuant to the Registration Rights Agreement.  No transfer of this
Warrant to any investor who is not an accredited  investor will be permitted and
each Holder agrees that such Holder will remain an accredited investor.

            b. Warrant Exchangeable for Different Denominations. This Warrant is
exchangeable, upon the surrender hereof by the Holder at the office or agency of
the Company  referred to in Section 7(e) below,  for new  Warrants,  in the form
hereof,  of different  denominations  representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased  hereunder,
each of such new  Warrants to  represent  the right to  purchase  such number of
shares as shall be designated by the Holder of at the time of such surrender.

            c.  Replacement  of Warrant.  Upon  receipt of  evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant  or, in the case of any such loss,  theft,  or  destruction,  upon
delivery,  of an indemnity agreement reasonably  satisfactory in form and amount
to the  Company,  or, in the case of any such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver,  in  lieu  thereof,  a new  Warrants,  in  the  form  hereof,  in  such
denominations as Holder may request.

            d.  Cancellation;  Payment of Expenses.  Upon the  surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this  Warrant  shall be promptly  canceled by the  Company.  The
Company shall pay all issuance taxes (other than securities  transfer taxes) and
charges payable in connection with the preparation,  execution,  and delivery of
Warrants pursuant to this Section 7.

            e. Warrant  Register.  The Company shall maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the Holder),  a register for this  Warrant,  in which the
Company  shall  record  the name and  address  of the  person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

            f.   Additional   Restriction   on   Exercise   or   Transfer.   (i)
Notwithstanding  anything to the contrary  contained herein,  the Warrants shall
not be exercisable by the Holder to the extent (but only to the extent) that, if
exercisable by Holder,  Holder would beneficially own in excess of 4.9% (9.9% if
the applicable box on the signature  page of the Securities  Purchase  Agreement
for such Holder is marked) (the "Applicable Percentage") of the shares of Common
Stock. To the extent the above limitation applies,  the determination of whether
the Warrants shall be exercisable  (vis-a-vis  other securities owned by Holder)
and of which Warrants shall be exercisable  (as among  Warrants) shall be in the
sole  discretion of the Holder and submission of the Warrants for exercise shall
be  deemed  to be the  Holder's  determination  of  whether  such  Warrants  are
exercisable  (vis-a-vis  other securities owned by Holder) and of which warrants
are  exercisable  (among  Warrants),  in each  case  subject  to such  aggregate
percentage limitation.  No prior inability to exercise Warrants pursuant to this

<PAGE>

paragraph shall have any effect on the  applicability  of the provisions of this
paragraph with respect to any subsequent  determination of  exercisability.  For
the purposes of this paragraph,  beneficial ownership and all determinations and
calculations,  including  without  limitation,  with respect to  calculations of
percentage  ownership,  shall be determined in accordance  with Section 13(d) of
the  Securities  Exchange  Act of 1934,  as amended,  and  Regulation  13D and G
thereunder. The provisions of this paragraph may be waived and/or implemented in
a manner otherwise than strictly in conformity with the foregoing  provisions of
this  paragraph  (i) with the  approval of the Board of Directors of the Company
and the Holders: (i) with respect to any matter to cure any ambiguity herein, to
correct  this  paragraph  (or any  portion  hereof)  which may be  defective  or
inconsistent  with  the  intended  Applicable  Percentage  beneficial  ownership
limitation  herein  contained  or to make  changes or  supplements  necessary or
desirable to properly give effect to such Applicable Percentage limitation;  and
(ii) with respect to any other matter,  with the further  consent of the holders
of a majority of the then outstanding  shares of Common Stock. In addition,  the
provisions  of this  paragraph (i) may be waived by Holder upon ninety (90) days
prior written notice from Holder to the Company.  The  limitations  contained in
this  paragraph  shall  apply to a successor  holder of Warrants  if, and to the
extent,  elected by such successor holder  concurrently  with its acquisition of
such Warrants,  such election to be promptly confirmed in writing to the Company
(provided  no transfer  or series of  transfer to a successor  holder or holders
shall be used by a Holder to evade the limitations contained in this paragraph).

         (ii)  Prior to  Stockholder  Approval  (as  defined  in the  Securities
Purchase  Agreement),  unless otherwise  permitted by the Nasdaq National Market
System, in no event shall the total number of shares of Common Stock issued upon
exercise of the  Warrants,  when taken  together  with Common Stock to be issued
upon conversion of the Preferred  Stock,  exceed the maximum number of shares of
Common Stock that the Company can without stockholder approval issue pursuant to
Nasdaq Rule 4460(i) (or any successor rule) (the "Cap Amount"), which, as of the
date of issuance of the Warrant, shall be 2,785,534 shares. The Cap Amount shall
be allocated pro-rata to the Holders.

         8. Registration Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement.

         9. Notices.  Any notice herein  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  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
                  12161 Lackland Road
                  St. Louis, Missouri  63146
                  Telecopy: (314) 576-1073
                  Attention: Chief Financial Officer

                  with copy to:
                  Alan B. Bornstein
                  Sonnenschein, Nath & Rosenthal
                  One Metropolitan Square, Suite 3000
                  St. Louis, Missouri 63102
                  Telecopy: (314) 259-5803
                  Attention: (314) 259-5959

and if to the Holder,  at such address as Holder shall have  provided in writing
to the Company,  or at such other address as each such party furnishes by notice
given in accordance with this Section 9.

         10. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts  made and to be  performed  in the  State  of  Delaware.  The  Company
irrevocably  consents to the  jurisdiction  of the United States  federal courts
located  in the  County of New  Castle in the State of  Delaware  in any suit or
proceeding  based on or arising under this Warrant and  irrevocably  agrees that
all claims in  respect  of such suit or  proceeding  may be  determined  in such
courts.  The Company  irrevocably waives the defense of an inconvenient forum to
the  maintenance  of such suit or  proceeding.  The Company  agrees that a final
nonappealable  judgment in any such suit or proceeding  shall be conclusive  and
may be enforced in other  jurisdictions by suit on such judgment or in any other
lawful manner.

         11. Miscellaneous.

            a.  Amendments.  This Warrant and any  provision  hereof may only be
amended by an instrument in writing signed by the Company and the Holder.

            b.  Descriptive  Headings.  The descriptive  headings of the several
Sections of this Warrant are inserted for purposes of reference  only, and shall
not affect the meaning or construction of any of the provisions hereof.

            c. Assignability. This Warrant shall be binding upon the Company and
its  successors  and  assigns  and shall  inure to the benefit of Holder and its
successors and assigns.  The Holder shall notify the Company upon the assignment
of this Warrant.

                                      * * *


<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.



                                        LASERSIGHT INCORPORATED

                                        By: /s/ Michael R. Farris
                                           ----------------------------
                                        Name:  Michael R. Farris
                                             --------------------------
                                        Title:   President
                                              -------------------------


<PAGE>


                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_______ of the shares of common  stock of  LaserSight  Incorporated,  a Delaware
corporation (the "Company"),  evidenced by the attached  Warrant,  and [herewith
makes payment of the Exercise  Price with respect to such shares in full/ elects
to effect a Cashless  Exercise  pursuant  to the terms of the  Warrant],  all in
accordance with the conditions and provisions of said Warrant.

         (i) The undersigned  agrees not to offer,  sell,  transfer or otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

         (ii) The undersigned  requests that stock  certificates for such shares
be issued, and a Warrant  representing any unexercised portion hereof be issued,
pursuant  to the  Warrant in the name of the  Holder  (or such  other  person or
persons  indicated  below,  in which case Holder's  signature shall be Medallion
guaranteed)  and delivered to the undersigned (or designee(s) at the address (or
addresses) set forth below:

Date:
                                            Signature of Holder


                                            Name of Holder (Print)

                                            Address: