EXHIBIT C
to Securities Purchase Agreement


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  is made as of
August 29, 1997, by and among LaserSight  Incorporated,  a Delaware  corporation
(the "Company"),  with  headquarters  located at 12161 Lackland Road, St. Louis,
Missouri and the undersigned (the "Initial Purchasers" ).

                                    RECITALS
                                    --------

         A. In connection with the Securities  Purchase  Agreement dated of even
date  herewith  by and between  the  Company  and the  Initial  Purchasers  (the
"Securities  Purchase  Agreement"),  the Company has agreed,  upon the terms and
subject to the conditions  contained  therein,  to issue and sell to the Initial
Purchasers (a) shares of Series B Convertible  Participating  Preferred Stock of
the  Company  (the  "Preferred  Stock")  that is  convertible  into  shares (the
"Conversion  Shares") of the Company's  common stock,  par value $.001 per share
(the  "Common  Stock"),  upon the  terms  and  subject  to the  limitations  and
conditions set forth in the Certificate of Designations,  Preferences and Rights
with respect to such Preferred Stock (the "Certificate of Designations"), in the
form  attached  as  Exhibit  A to the  Securities  Purchase  Agreement,  and (b)
warrants  ("Warrants"),  in the form  attached  as  Exhibit B to the  Securities
Purchase Agreement, to acquire shares (the "Warrant Shares") of Common Stock.

         B. To  induce  the  Initial  Purchasers  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities Act"), and applicable state securities laws.

                                   AGREEMENTS
                                   ----------

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company, and the
Initial Purchasers hereby agree as follows:

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

         1.1 Definitions.  As used in this Agreement,  the following terms shall
have the following meanings:

              (a) "Purchasers"  means the Initial Purchasers and any transferees
or assignees who agree to become bound by the  provisions  of this  Agreement in
accordance with Article IX hereof.
<PAGE>

              (b)  "register,"  "registered,"  and  "registration"  refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

              (c)  "Registrable  Securities"  means the  Conversion  Shares  and
Warrant  Shares  (including  any  Conversion  Shares  issuable  with  respect to
conversion default payments under the Certificate of Designation or with respect
to any  redemption of any Preferred  Stock and including  Shares of Common Stock
received  pursuant to Section 2.3 hereof) issued or issuable with respect to the
Preferred Stock and Warrants and any shares of capital stock issued or issuable,
from time to time (with any  adjustments),  on or in exchange  for or  otherwise
with respect to any of the foregoing, except that these shares shall cease to be
Registered Securities when sold pursuant to an effective  registration statement
or Rule 144 or may be sold to the public  under Rule  144(k) or such  securities
shall have been otherwise transferred by such Purchaser and new certificates for
such  securities not bearing a legend  restricting  further  transfer shall have
been  delivered  by the  Company or its  transfer  agent to the  transferee  and
subsequent  disposition of such  securities  shall not require  registration  or
qualification under the Securities Act or any similar state law then in force.

              (d) "Registration Statement" means a registration statement of the
Company under the Securities Act.

         1.2 Capitalized Terms.  Capitalized terms used herein and not otherwise
defined  herein shall have the  respective  meanings set forth in the Securities
Purchase Agreement.

                                   ARTICLE II
                                  REGISTRATION
                                  ------------

         2.1 Mandatory Registration. The Company shall prepare, and, on or prior
to twenty (20) business days after the date of the Closing (the "Filing  Date"),
file with the SEC a  Registration  Statement on Form S-3 (or, if Form S-3 is not
then available,  on such form of Registration  Statement as is then available to
effect a  registration  of all of the  Registrable  Securities,  subject  to the
consent of the Initial  Purchasers  (as  determined  pursuant  to Section  11.10
hereof))  covering  the  resale  of  all of the  Registrable  Securities,  which
Registration Statement, to the extent allowable under the Securities Act and the
Rules  promulgated  thereunder  (including  Rule  416),  shall  state  that such
Registration  Statement  also covers  such  indeterminate  number of  additional
shares of Common Stock as may become  issuable upon  conversion of the Preferred
Stock and exercise of the Warrants (i) to prevent dilution  resulting from stock
splits,  stock dividends or similar transactions or (ii) by reason of changes in

<PAGE>

the  Conversion  Price  of the  Preferred  Stock  or the  Exercise  Price of the
Warrants in  accordance  with the  respective  terms  thereof,  or the number of
shares of Common Stock  purchasable  thereunder,  in  accordance  with the terms
thereof. The Registrable Securities included in the Registration Statement shall
be allocated  among the  Purchasers as set forth in Section  11.11  hereof.  The
Registration  Statement  (and each  amendment or  supplement  thereto)  shall be
provided  to (and  subject  to the  approval  of  (which  approval  shall not be
unreasonably  withheld or delayed))  the Initial  Purchasers  and their  counsel
prior  to  its  filing  or  other  submission,  except  to  the  extent  that  a
post-effective  amendment of such Registration  Statement,  or supplement to the
related prospectus,  is required by applicable securities law to be filed before
such  approval  can  reasonably  be  obtained,  in which case the Company  shall
provide a copy of such amendment or supplement,  as applicable,  to such Initial
Purchasers and their counsel as soon as practicable after such filing.

         2.2 Underwritten  Offering.  If any offering pursuant to a Registration
Statement pursuant to Section 2.1 hereof involves an underwritten  offering, the
Purchasers who hold a majority in interest of the Registrable Securities subject
to such underwritten offering, with the consent of the Initial Purchasers, shall
have  the  right to  select  a total  of one  legal  counsel  to  represent  the
Purchasers  and an  investment  banker or bankers  and  manager or  managers  to
administer  the  offering,  which  investment  banker or  bankers  or manager or
managers shall be reasonably satisfactory to the Company.

         2.3 Payments by the Company.  The Company shall cause the  registration
statement to become effective as soon as practicable, but in no event later than
the ninetieth  (90th) day  following the date of the Closing (the  "Registration
Deadline").  If (i)  the  registration  statement(s)  covering  the  Registrable
Securities required to be filed by the Company pursuant to Section 2.1 hereof is
not declared  effective by the SEC on or before the  Registration  Deadline,  or
(ii) after the  registration  statement has been declared  effective by the SEC,
sales of all the Registrable  Securities  (including any Registrable  Securities
required  to be  registered  pursuant  to  Section  3.2  hereof)  cannot be made
pursuant  to the  registration  statement  (by  reason  of a stop  order  or the
Company's  failure  to update the  registration  statement  or any other  reason
outside the control of the  Purchasers),  then the Company will make payments to
the Purchasers in such amounts and at such times as shall be determined pursuant
to this  Section  2.3 as partial  relief for the  damages to the  Purchasers  by
reason  of any  such  delay  in or  reduction  of  their  ability  to  sell  the
Registrable  Securities  (which  remedy  shall  not be  exclusive  of any  other
remedies available at law or in equity). The Company shall pay to each Purchaser
an amount  equal to (i) (A) .01 per month  (prorated  daily  during the first 30
days  after  the  Registration  Deadline)  and .02  per  month,  prorated  daily
(thereafter)  times (B) the aggregate  purchase price of the Preferred Stock and
Warrants  held by such  Purchaser  (including,  without  limitation,  shares  of
Preferred  Stock that have been  converted into  Conversion  Shares and Warrants
that have been  exercised  for Warrant  Shares then held by such  Purchaser  but
excluding any Preferred  Stock or Warrants as to which the Conversion  Shares or
Warrant Shares  received upon  conversion or exercise,  as the case may be, have
been sold) times (ii) the sum of: (A) the number of months (prorated per day for

<PAGE>

partial  months)  following  the  Registration  Deadline  prior  to the date the
Registration  Statement  filed pursuant to Section 2.1 is declared  effective by
the SEC plus (B) the  number of months  (prorated  per day for  partial  months)
following  the  Registration  Deadline  but  prior  to  the  termination  of the
Registration  Period  that sales  cannot be made  pursuant  to the  Registration
Statement after the  Registration  Statement has been declared  effective.  Such
amounts shall be paid in cash or, at each Purchaser's option, may be convertible
into Common Stock at the  "Conversion  Price" (as defined in the  Certificate of
Designation).  Any shares of Common Stock issued upon conversion of such amounts
shall be Registrable Securities. If the Purchaser desires to convert or exercise
the amounts due  hereunder  into  Registrable  Securities it shall so notify the
Company in writing  within two (2) business days prior to the date on which such
amounts  are first  payable  in cash and such  amounts  shall be so  convertible
(pursuant to the terms of the Certificate of Designation), beginning on the last
day upon which the cash amount  would  otherwise be due in  accordance  with the
following  sentence.  Payments of cash pursuant hereto shall be made within five
(5)  business  days  after  the  end of  each  period  that  gives  rise to such
obligation,  provided that, if any such period extends for more than thirty (30)
days,  payments  shall be made for each such thirty (30) day period  within five
(5) business days after the end of such thirty (30) day period.

         2.4 Piggy-Back Registrations. If at any time prior to the expiration of
the Registration Period (as hereinafter defined) the Company shall file with the
SEC a Registration  Statement relating to an offering for its own account or the
account  of others  under the  Securities  Act of any of its  equity  securities
(other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities  to be  issued  solely  in  connection  with  any  exchange  offer or
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock option or other employee benefit plans),  then the Company
shall send to each Purchaser who is entitled to  registration  rights under this
Section 2.4 written  notice of such  determination  and, if within  fifteen (15)
days after the date of such notice,  such Purchaser shall so request in writing,
the Company shall include in such Registration  Statement all or any part of the
Registrable Securities such Purchaser requests to be registered, except that if,
in connection with any underwritten public offering the managing  underwriter(s)
thereof  shall impose a limitation on the number of shares of Common Stock which
may be included in the Registration  Statement because, in such  underwriter(s)'
judgment,  marketing or other  factors  dictate such  limitation is necessary to
facilitate public  distribution,  then the Company shall be obligated to include
in such  Registration  Statement  only such limited  portion of the  Registrable
Securities  with  respect  to  which  such  Purchaser  has  requested  inclusion
hereunder  as  the  underwriter  shall  permit.  Any  exclusion  of  Registrable
Securities  shall be made pro rata  among  the  Purchasers  seeking  to  include
Registrable  Securities,  in proportion to the number of Registrable  Securities
then owned by such  Purchasers;  provided,  however,  that the Company shall not
exclude any  Registrable  Securities  unless the Company has first  excluded all
outstanding  securities,  the holders of which are not  entitled to inclusion of
such securities in such  Registration  Statement or are not entitled to pro rata
inclusion with the Registrable Securities; and provided, further, however, that,

<PAGE>

after giving  effect to the  immediately  preceding  proviso,  any  exclusion of
Registrable  Securities  shall be made pro rata with holders of other securities
having the right to include such securities in the Registration  Statement other
than holders of  securities  entitled to inclusion of their  securities  in such
Registration  Statement  by reason of demand  registration  rights.  No right to
registration of Registrable Securities under this Section 2.4 shall be construed
to limit any  registration  required  under  Section  2.1 or 3.2  hereof.  If an
offering in connection with which a Purchaser is entitled to registration  under
this  Section  2.4  is an  underwritten  offering,  then  each  Purchaser  whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company,  offer and sell such Registrable  Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this  Agreement,  on the same terms and conditions as other
shares of Common Stock included in such underwritten offering.

         2.5 Eligibility for Form S-3. The Company  represents and warrants that
it meets the  requirements  for the use of Form S-3 for registration of the sale
by the Initial Purchasers and any other Purchaser of the Registrable  Securities
and the Company shall file all reports  required to be filed by the Company with
the SEC in a timely  manner so as to maintain  such  eligibility  for the use of
Form S-3.

                                   ARTICLE III
                           OBLIGATIONS OF THE COMPANY
                           --------------------------

         In connection with the registration of the Registrable Securities,  the
Company shall have the following obligations:

         3.1 The  Company  shall  prepare  promptly  and  file  with the SEC the
Registration  Statement  required by Section  2.1,  and cause such  Registration
Statement  relating to  Registrable  Securities  to become  effective as soon as
practicable  after such  filing,  but in no event  later  than the  Registration
Deadline,  and keep the Registration Statement effective pursuant to Rule 415 at
all times  until such date as is the earlier of (i) the date on which all of the
Registrable Securities have been sold (and no further Registrable Securities may
be  issued  in the  future)  and (ii) the date on which  all of the  Registrable
Securities  may  be  immediately   sold  to  the  public  without   registration
conditions,  or limitations,  whether  pursuant to Rule 144(k) or otherwise (the
"Registration  Period"). The Registration Statement (including any amendments or
supplements  thereto  and  prospectuses  contained  therein  and  all  documents
incorporated by reference  therein) shall not contain any untrue  statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading.
<PAGE>

         3.2 The Company  shall  prepare  and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement and the prospectus used in connection with the Registration  Statement
as may be necessary to keep the  Registration  Statement  effective at all times
during the  Registration  Period,  and,  during  such  period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until the termination of the  Registration  Period or, if earlier,  such time as
all of such Registrable  Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as set forth in
the Registration  Statement. In the event the number of shares available under a
Registration  Statement  filed  pursuant to this  Agreement is,  without  giving
effect to the possible effect to the  registration  of the indefinite  number of
shares contemplated by Section 2.1 hereof, for any three (3) consecutive trading
days (the last of such three (3) trading  days being the  "Registration  Trigger
Date"),  insufficient  to cover one hundred  seventy-five  percent (175%) of the
Registrable Securities issued or issuable upon conversion of the Preferred Stock
and exercise of the Warrants held by any Purchaser,  the Company shall amend, if
permissible,  the Registration  Statement,  or file a new Registration Statement
(on the short form available therefor,  if applicable),  or both, so as to cover
two hundred percent (200%) of the Registrable  Securities  issued or issuable to
such Purchaser,  in each case, as soon as  practicable,  but in any event within
ten (10) business days in the case of an amendment and twenty (20) business days
in the case of a  Registration  Statement  after the  Registration  Trigger Date
(based on the market  price of the Common  Stock and other  relevant  factors on
which the  Company  reasonably  elects to rely).  The  Company  shall cause such
amendment  and/or new  Registration  Statement  to become  effective  as soon as
practicable following the filing thereof.

         3.3 The  Company  shall  furnish to each  Purchaser  whose  Registrable
Securities are included in the Registration  Statement and its legal counsel (a)
promptly  after the same is prepared  and publicly  distributed,  filed with the
SEC, or received by the Company, one copy of the Registration  Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto,  and, in the case of the Registration  Statement referred
to in Section 2.1,  each comment or response  letter  written by or on behalf of
the Company to the SEC or the staff of the SEC, and each other  material item of
correspondence  from the SEC or the staff of the SEC,  in each case  relating to
such  Registration  Statement  (other than any portion,  if any,  thereof  which
contains  information for which the Company has sought confidential  treatment),
and  (b)  such  number  of  copies  of a  prospectus,  including  a  preliminary
prospectus,  and all amendments and supplements thereto and such other documents
as such Purchaser may reasonably  request in order to facilitate the disposition
of the Registrable Securities owned (or to be owned) by such Purchaser.

         3.4 The Company shall use all  commercially  reasonable  efforts to (a)
register  and qualify the  Registrable  Securities  covered by the  Registration
Statement under  securities laws of such  jurisdictions  in the United States as
each Purchaser who holds (or has the right to hold) Registrable Securities being
offered reasonably  requests,  (b) prepare and file in those  jurisdictions such

<PAGE>

amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period,  (c) take such  other
actions as may be necessary to maintain such registrations and qualifications in
effect at all  times  during  the  Registration  Period,  and (d) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (i) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3.4,  (ii) subject  itself to general  taxation in any such
jurisdiction,  (iii)  file a general  consent  to service of process in any such
jurisdiction,  (iv)  provide any  undertakings  that cause the Company  material
expense or burden,  or (v) make any change in its charter or  by-laws,  which in
each case the board of directors of the Company determines to be contrary to the
best interests of the Company and its stockholders.

         3.5 In the event the  Purchasers who hold a majority in interest of the
Registrable  Securities being offered in an offering  pursuant to a Registration
Statement or any amendment or supplement thereto under Section 2.1 or 3.2 hereof
select  underwriters for the offering,  the Company shall enter into and perform
its obligations  under an underwriting  agreement,  in usual and customary form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations, with the underwriters of such offering; provided, however, that the
Company  shall not be  required  to enter  into any  underwriting  agreement  in
respect of (a)  Registrable  Securities  with an  aggregate  value (based on the
closing  price of the Common Stock on the date of the  Company's  receipt of the
Purchasers'  selection of underwriters) of less than $2,500,000 or (b) more than
one underwritten offering.

         3.6 As soon as  practicable  after  becoming  aware of such event,  the
Company shall notify each Purchaser of the happening of any event,  of which the
Company  has  knowledge,  as a result of which the  prospectus  included  in the
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly (but in any event within five (5) business  days) to prepare a
supplement  or  amendment to the  Registration  Statement to correct such untrue
statement or omission,  and deliver such number of copies of such  supplement or
amendment to each Purchaser as such Purchaser may reasonably request.

         3.7 The Company  shall use its best  efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
and, if such an order is issued,  to obtain the  withdrawal of such order at the
earliest  practicable  moment and to notify each Purchaser who holds Registrable
Securities  being  sold  (or,  in the  event of an  underwritten  offering,  the
managing underwriters) of the issuance of such order and the resolution thereof.
<PAGE>

         3.8 The Company shall permit a single firm of counsel designated by the
Initial  Purchasers to review and comment on the Registration  Statement and all
amendments and  supplements  thereto a reasonable  period of time prior to their
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects, except to the extent that a post-effective amendment of such
Registration Statement, or supplement to the related prospectus,  is required by
applicable  securities  law to be filed  before such review and  opportunity  to
comment can  reasonably  be provided,  in which case the Company shall provide a
copy of such amendment or supplement,  as applicable, to such counsel as soon as
practicable after such filing.

         3.9 The Company shall make generally  available to its security holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions of Rule 158 under the Securities Act) covering a twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

         3.10 In the case of an underwriting,  the Company shall furnish, on the
date of the closing of such  underwritten  offering (a) an opinion,  dated as of
such applicable  date, from counsel  representing  the Company  addressed to the
underwriters  and  the  Purchasers  and  in  form,  scope  and  substance  as is
customarily given in an underwritten public offering and (b) a letter,  dated as
of such  applicable  date,  from  the  Company's  independent  certified  public
accountants to underwriters in an underwritten public offering, addressed to the
underwriters and the Purchasers.

         3.11  The  Company  shall  make  available  for  inspection  by (i) any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  (ii) one firm of  attorneys  and one  firm of  accountants  or other
agents retained by the Purchasers,  and (iii) one firm of attorneys  retained by
all such underwriters  (collectively,  the "Inspectors") all pertinent financial
and other  records,  and pertinent  corporate  documents  and  properties of the
Company (collectively,  the "Records"),  as shall be reasonably deemed necessary
by each Inspector to enable each Inspector to conduct such  investigation  as it
deems appropriate,  and cause the Company's officers, directors and employees to
supply all information  which any Inspector may reasonably  request for purposes
of such due diligence;  provided,  however,  that each  Inspector  shall hold in
confidence  and shall not make any  disclosure  (except to a  Purchaser)  of any
Record or other  information  which the Company  determines  in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records (x) to the extent that
the Company certifies in writing that it has requested, or in good faith intends

<PAGE>

to  request,  confidential  treatment  of such  Records by the SEC and that such
disclosure  would,  based on the  advice  of the  Company's  outside  securities
counsel, materially impair the ability of the Company to obtain or preserve such
confidential  treatment  (in which  case the  Company  shall  supply a  redacted
version of such Records in the form included, or proposed to be included, in the
Company's  filings with the SEC) or (y) to any  Inspector  until and unless such
Inspector  shall  have  entered  into  confidentiality  agreements  (in form and
substance  satisfactory  to the Company) with the Company with respect  thereto,
substantially  in the form of this Section 3.11.  Each Purchaser  agrees that it
shall,  upon learning that disclosure of such Records is sought in or by a court
or  governmental  body of competent  jurisdiction  or through other means,  give
prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, the Records deemed confidential.  Nothing herein shall be deemed to limit a
Purchaser's  ability  to  sell  Registrable  Securities  in a  manner  which  is
otherwise consistent with applicable laws and regulations.

         3.12 The Company shall hold in confidence  and not make any  disclosure
of  information  concerning  a  Purchaser  provided  to the  Company  unless (a)
disclosure  of such  information  is  necessary  to comply with federal or state
securities laws, (b) the disclosure of such information is necessary to avoid or
correct a  misstatement  or  omission  in any  Registration  Statement,  (c) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from  a  court  or  governmental  body  of  competent  jurisdiction,   (d)  such
information  has been made  generally  available  to the  public  other  than by
disclosure  by the Company in violation of this or any other  agreement,  or (e)
such  Purchaser  consents  to the form and content of any such  disclosure.  The
Company agrees that it shall,  upon learning that disclosure of such information
concerning  a  Purchaser  is  sought  in or by a court or  governmental  body of
competent  jurisdiction  or through  other  means,  give  prompt  notice to such
Purchaser (whenever  reasonably  possible,  prior to making such disclosure) and
allow the Purchaser,  at its expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.

         3.13 The  Company  shall  cause the  listing  and the  continuation  of
listing of all the Registrable  Securities covered by the Registration Statement
on the  Nasdaq  National  Market or the  NASDAQ  Small Cap  Market and cause the
Registrable  Securities  to be  quoted or  listed  on each  additional  national
securities  exchange or  quotation  system  upon which the Common  Stock is then
listed or quoted.

         3.14 The Company shall provide a transfer  agent and  registrar,  which
may be a single  entity,  for the  Registrable  Securities  not  later  than the
effective date of the Registration Statement.

         3.15  The  Company  shall   cooperate  with  the  Purchasers  who  hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable

<PAGE>

Securities to be offered pursuant to the Registration  Statement and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
managing  underwriter or underwriters,  if any, or the Purchasers may reasonably
request  and   registered  in  such  names  as  the  managing   underwriter   or
underwriters,  if any, or the  Purchasers  may  request,  and,  within three (3)
business  days  after  a  Registration   Statement  which  includes  Registrable
Securities  is ordered  effective  by the SEC,  the  Company  shall  cause legal
counsel  selected  by the  Company to  deliver,  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Purchasers  whose  Registrable
Securities  are  included  in such  Registration  Statement)  an opinion of such
counsel in the form attached  hereto as Exhibit 1; provided that such an opinion
shall be required only in respect of Registrable  Securities owned by Purchasers
who  have  agreed  in  writing  to  sell  such  Registrable  Securities  only in
accordance  with  the  plan of  distribution  set  forth  in  such  Registration
Statement  and who  have  agreed  in  writing  to  comply  with  any  applicable
prospectus delivery requirements under the Securities Act.

         3.16  Subject to Section  3.5,  at the  request of any  Purchaser,  the
Company shall promptly prepare and file with the SEC such amendments  (including
post-effective  amendments) and supplements to a Registration  Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary  in  order  to  change  the  plan of  distribution  set  forth in such
Registration Statement to conform to written information supplied to the Company
by such Purchaser for such purpose.

         3.17 The Company  shall  comply with all  applicable  laws related to a
Registration  Statement and offering and sale of securities  and all  applicable
rules and  regulations  of  governmental  authorities  in  connection  therewith
(including,  without limitation,  the Securities Act and the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated by the SEC).

         3.18 The Company  shall take all such other actions as any Purchaser or
the underwriters,  if any, reasonably request in order to expedite or facilitate
the disposition of such Registrable  Securities not inconsistent  with the terms
and conditions hereof.

         3.19 From and after the date of this Agreement,  the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their securities in any  Registration  Statement or any amendment
or supplement thereto under Section 2.1 or 3.2 hereof without the consent of the
holders of a majority of the Registrable Securities.

                                   ARTICLE IV
                          OBLIGATIONS OF THE PURCHASERS
                          -----------------------------

         In connection with the registration of the Registrable Securities,  the
Purchasers shall have the following obligations:
<PAGE>

         4.1 It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable  Securities of a particular Purchaser that such Purchaser shall from
time to time furnish to the Company (in writing and  expressly  stated to be for
inclusion in a Registration  Statement relating to such Registrable  Securities)
such information regarding itself, the Registrable Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be  reasonably  required  by the  rules of the SEC to  effect  or  maintain  the
registration of such Registrable  Securities and shall execute such documents in
connection  with such  registration  as the Company may reasonably  request.  At
least five (5) business days prior to the first  anticipated  filing date of the
Registration  Statement,   the  Company  shall  notify  each  Purchaser  of  the
information the Company requires from each such Purchaser.

         4.2 Each Purchaser,  by such Purchaser's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement  hereunder,  unless such Purchaser has notified the Company in writing
of such  Purchaser's  election  to exclude all of such  Purchaser's  Registrable
Securities from the Registration Statement.

         4.3 Each  Purchaser  whose  Registrable  Securities  are  included in a
Registration  Statement understands that the Securities Act may require delivery
of a prospectus relating thereto in connection with any sale thereof pursuant to
such  Registration  Statement,  and each such  Purchaser  shall  comply with the
applicable  prospectus delivery requirements of the Securities Act in connection
with any such sale.

         4.4 Each Purchaser  agrees to notify the Company  promptly,  but in any
event within three (3) business  days,  after the date on which all  Registrable
Securities  owned by such  Purchaser have been sold by such  Purchaser,  if such
date is prior to the expiration of the Registration  Period, so that the Company
may comply with its  obligation  to  terminate  the  Registration  Statement  in
accordance  with Item 512 of Regulation  S-K or Regulation  S-B, as the case may
be.

         4.5      [Intentionally Deleted]

         4.6 Each  Purchaser  agrees  that,  upon receipt of any notice from the
Company of the  happening  of any event of the kind  described in Section 3.6 or
3.7, such  Purchaser  will  immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities until such  Purchaser's  receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3.6 or 3.7 and, if so directed by the
Company,  such  Purchaser  shall  deliver to the  Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all copies in such  Purchaser's  possession,  of the  prospectus  covering  such
Registrable Securities at the time of receipt of such notice, provided that each
Purchaser may retain a limited number of file copies of such prospectuses.
<PAGE>

         4.7 Without  limiting a  Purchaser's  rights  under  Section 2.1 or 3.2
hereof, no Purchaser may participate in any underwritten  distribution hereunder
unless such Purchaser (a) agrees to sell such Purchaser's Registrable Securities
on the basis provided in any  underwriting  arrangements  in usual and customary
form entered into by the Company, (b) completes and executes all questionnaires,
powers of attorney,  indemnities,  underwriting  agreements and other  documents
reasonably required under the terms of such underwriting  arrangements,  and (c)
agrees to pay its pro rata share of all  underwriting  discounts and commissions
and any expenses in excess of those  payable by the Company  pursuant to Article
V.

                                    ARTICLE V
                            EXPENSES OF REGISTRATION
                            ------------------------

         All  reasonable  expenses,   other  than  underwriting   discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications  pursuant to Articles II and III, including,  without limitation,
all registration,  listing and qualification fees, printers and accounting fees,
the fees and  disbursements of counsel for the Company,  and the reasonable fees
and disbursements of one counsel selected by the Purchasers  pursuant to Section
2.2 hereof shall be borne by the Company.

                                   ARTICLE VI
                                 INDEMNIFICATION
                                 ---------------

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:

         6.1 To the extent  permitted by law, the Company will  indemnify,  hold
harmless and defend (a) each  Purchaser who holds such  Registrable  Securities,
(b) each underwriter of Registrable Securities and (c) the directors,  officers,
partners,  members,  employees,  agents and persons  who  control any  Purchaser
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), if any, (each,
an "Indemnified Person"),  against any joint or several losses, claims, damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "Claims") to which any of them may become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or alleged  untrue  statement  of a material  fact in a  Registration
Statement or the omission or alleged  omission to state  therein a material fact
required  to  be  stated  or  necessary  to  make  the  statements  therein  not
misleading,  (ii) any untrue statement or alleged untrue statement of a material

<PAGE>

fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or  supplemented,  if the  Company  files any  amendment  thereof or  supplement
thereto with the SEC) or the omission or alleged  omission to state  therein any
material fact  necessary to make the  statements  made therein,  in light of the
circumstances  under which the statements therein were made, not misleading,  or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any other Federal or state law, including, without limitation,
any state securities law, or any rule or regulation  thereunder  relating to the
offer  or sale of the  Registrable  Securities  (the  matters  in the  foregoing
clauses (i) through  (iii) being,  collectively,  "Violations").  Subject to the
restrictions  set  forth in  Section  6.3 with  respect  to the  number of legal
counsel, the Company shall reimburse the Purchasers and each such underwriter or
controlling  person,  promptly as such  expenses  are  incurred  and are due and
payable,  for any reasonable legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6.1: (x) shall not apply to a Claim arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by such Indemnified Person
expressly for use in the Registration Statement or any such amendment thereof or
supplement  thereto;  (y) shall not apply to amounts paid in  settlement  of any
Claim if such  settlement is effected  without the prior written  consent of the
Company,  which consent shall not be unreasonably withheld; and (z) with respect
to any preliminary prospectus, shall not inure to the benefit of any Indemnified
Person if the untrue  statement  or omission of material  fact  contained in the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then  amended or  supplemented,  if such  corrected  prospectus  was timely made
available  by the Company  pursuant to Section 3.3 hereof,  and the  Indemnified
Person failed to use such corrected  prospectus.  Such indemnity shall remain in
full force and effect  regardless of any  investigation  made by or on behalf of
the  Indemnified  Person  and shall  survive  the  transfer  of the  Registrable
Securities by the Purchasers pursuant to Article IX.

         6.2 In connection with any Registration  Statement in which a Purchaser
is  participating,  each such Purchaser  agrees to indemnify,  hold harmless and
defend,  to the same extent and in the same manner set forth in Section 6.1, the
Company, each of its directors,  each of its officers who signs the Registration
Statement,  its employees,  agents and persons,  if any, who control the Company
within the  meaning of  Section  15 of the  Securities  Act or Section 20 of the
Exchange  Act,  and any other  stockholder  selling  securities  pursuant to the
Registration  Statement  or any of its  directors  or officers or any person who
controls such  stockholder or  underwriter  within the meaning of the Securities
Act or the Exchange Act (collectively  and together with an Indemnified  Person,
an  "Indemnified  Party"),  against  any Claim to which  any of them may  become
subject,  under the  Securities  Act, the Exchange Act or otherwise,  insofar as
such Claim  arises out of or is based  upon any  Violation,  in each case to the
extent (and only to the extent) that such Violation  occurs in reliance upon and
in  conformity  with  written  information  furnished  to the  Company  by  such

<PAGE>

Purchaser expressly for use in connection with such Registration Statement;  and
subject to Section 6.3 such Purchaser will reimburse any legal or other expenses
(promptly as such  expenses  are  incurred  and are due and payable)  reasonably
incurred by them in connection with  investigating  or defending any such Claim;
provided,  however,  that the indemnity  agreement contained in this Section 6.2
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected  without the prior  written  consent of such  Purchaser,  which consent
shall not be unreasonably withheld; provided, further, however, that a Purchaser
shall be liable  under this  Agreement  (including  this Section 6.2 and Article
VII) for only that amount as does not exceed the net proceeds  actually received
by such Purchaser as a result of the sale of Registrable  Securities pursuant to
such  Registration  Statement.  Such  indemnity  shall  remain in full force and
effect regardless of any investigation  made by or on behalf of such Indemnified
Party and shall  survive  the  transfer  of the  Registrable  Securities  by the
Purchasers  pursuant to Article  IX.  Notwithstanding  anything to the  contrary
contained herein, the  indemnification  agreement  contained in this Section 6.2
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or  supplemented,  and the  Indemnified  Party failed to utilize
such corrected prospectus.

         6.3 Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  Article  VI of  notice  of the  commencement  of any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party shall, if a Claim in respect  thereof is to made against any  indemnifying
party under this Article VI, deliver to the indemnifying  party a written notice
of the commencement  thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified  Person or the Indemnified  Party, as the case may be; provided,
however,  that such  indemnifying  party  shall not be  entitled  to assume such
defense and an Indemnified  Person or Indemnified  Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if, in the reasonable  opinion of counsel  retained by the  indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or potential  conflicts of interest  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding  or the actual or  potential  defendants  in, or targets of, any such
action  include both the  Indemnified  Person or the  Indemnified  Party and the
indemnifying  party  and  any  such  Indemnified  Person  or  Indemnified  Party
reasonably  determines  that  there  may be  legal  defenses  available  to such
Indemnified  Person or Indemnified Party which are different from or in addition
to those available to such indemnifying  party. The indemnifying party shall pay
for  only  one  separate  legal  counsel  for  the  Indemnified  Persons  or the
Indemnified Parties, as applicable,  and such legal counsel shall be selected by
Purchasers holding a majority-in-interest of the Registrable Securities included

<PAGE>

in the  Registration  Statement to which the Claim relates (with the approval of
the Initial  Purchasers  if they hold  Registrable  Securities  included in such
Registration  Statement),  if the  Purchasers  are  entitled to  indemnification
hereunder,  or by the  Company,  if the Company is  entitled to  indemnification
hereunder,  as  applicable.  The  failure  to  deliver  written  notice  to  the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party under this Article VI,  except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such  action.  The  indemnification  required by this Article VI shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                                   ARTICLE VII
                                  CONTRIBUTION
                                  ------------

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Article VI to the fullest extent permitted by law; provided, however, that
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Article VI, (ii) no person  guilty of fraudulent  misrepresentation  (within the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any person of  Registrable  Securities  who was not guilty of
such fraudulent  misrepresentation,  and (iii)  contribution  (together with any
indemnification  or other  obligations  under this  Agreement)  by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities.

                                  ARTICLE VIII
                         REPORTS UNDER THE EXCHANGE ACT
                         ------------------------------

         With a view to making  available to the Purchasers the benefits of Rule
144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Purchasers to sell  securities of the
Company to the public without registration ("Rule 144"), the Company agrees to:

         8.1 File with the SEC in a timely  manner  and make and keep  available
all reports and other  documents  required of the Company under the Exchange Act
so long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit the Company's  obligations  under Section 4.3 of
the  Securities  Purchase  Agreement)  and the filing and  availability  of such
reports and other  documents is required for the  applicable  provisions of Rule
144; and
<PAGE>

         8.2 Furnish to each Purchaser so long as such Purchaser holds Preferred
Stock, Warrants or Registrable Securities,  promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule  144  and the  Exchange  Act,  (ii) a copy of the  most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit the  Purchasers  to sell such  securities  pursuant  to Rule 144  without
registration.

                                   ARTICLE IX
                        ASSIGNMENT OF REGISTRATION RIGHTS
                        ---------------------------------

         The rights of the Purchasers hereunder, including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically  assignable  by each  Purchaser  to any  transferee  of all or any
portion of the Preferred  Stock,  Warrants or the  Registrable  Securities  with
respect to the securities so transferred if: (a) the Purchaser agrees in writing
with the  transferee  or  assignee  to assign  such  rights,  and a copy of such
agreement  is  furnished  to the  Company  within a  reasonable  time after such
assignment,  (b) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (i) the name and address of such
transferee  or  assignee,  and (ii) the  securities  with  respect to which such
registration  rights are being  transferred  or  assigned,  (c)  following  such
transfer  or  assignment,  the further  disposition  of such  securities  by the
transferee  or assignee is  restricted  under the  Securities  Act or applicable
state  securities  laws,  (d) at or before  the time the  Company  receives  the
written notice  contemplated  by clause (b) of this sentence,  the transferee or
assignee  agrees in writing for the benefit of the Company to be bound by all of
the provisions  contained herein,  and (e) such transfer shall have been made in
accordance  with  the  applicable   requirements  of  the  Securities   Purchase
Agreement.

                                    ARTICLE X
                        AMENDMENT OF REGISTRATION RIGHTS
                        --------------------------------

         Provisions of this Agreement may be amended and the observance  thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with  written  consent of the  Company,
two-thirds in interest of the Initial  Purchasers (but not an Initial  Purchaser
who no longer owns any Preferred Stock, Warrants or Registrable  Securities) and
Purchasers  who hold a majority  interest  of the  Registrable  Securities.  Any
amendment or waiver  effected in accordance with this Article X shall be binding
upon each Purchaser and the Company.
<PAGE>

                                   ARTICLE XI
                                  MISCELLANEOUS
                                  -------------

         11.1 A  person  or  entity  is  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         11.2 Any notices  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:

                           If to the Company:

                           LaserSight Incorporated
                           12161 Lackland Road
                           St. Louis, Missouri 63146
                           Telecopy: (314) 576-1073
                           Attention: Chief Financial Officer

                           with a copy to:

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


                           If to CC Investments, LDC:

                           CC Investments, LDC
                           Corporate Centre, West Bay Road
                           P.O. Box 31106 SMB
                           Grand Cayman, Cayman Islands
<PAGE>

                           with a copy to:

                           Castle Creek Partners, LLC
                           333 West Wacker Drive
                           Suite 1410
                           Chicago, IL  60606
                           Telecopy:  (312) 435-2636
                           Attention:  John D. Ziegelman

                           and with a copy to:

                           Altheimer & Gray
                           10 South Wacker Drive
                           Suite 4000
                           Chicago, IL  60606
                           Telecopy:  (312) 715-4800
                           Attention: Peter H. Lieberman and Kenneth M. Crane

                           If to Societe Generale:

                           Societe Generale
                           c/o Societe Generale Securities Corp.
                           1221 Avenue of the Americas
                           6th Floor
                           New York, NY 10020
                           Telecopy: (212) 278-5467
                           Attention: Guillaume Pollet

                           with a copy to:

                           Dorsey & Whitney LLP
                           250 Park Avenue
                           New York, NY 10177
                           Telecopy: (212) 953-7201
                           Attention: Eric Maki
<PAGE>

                           If to Shepherd Investments International, Ltd.:

                           Shepherd Investments International, Ltd.
                           c/o Staro Asset Management, LLC
                           1500 West Market Street
                           Mequon, WI 53092
                           Telecopy: (414) 241-7704
                           Attention: Brian Davidson

                           with a copy to:

                           Schulte Roth & Zabel LLP
                           900 3rd Avenue
                           New York, NY 10022
                           Telecopy: (212) 593-5955
                           Attention: Ele Klein
                           If to Stark International:

                           Stark International
                           c/o Staro Asset Management, LLC
                           1500 West Market Street
                           Mequon, WI 53092
                           Telecopy: (414) 241-7704
                           Attention: Brian Davidson

                           with a copy to:

                           Schulte Roth & Zabel LLP
                           900 3rd Avenue
                           New York, NY 10022
                           Telecopy: (212) 593-5955
                           Attention: Ele Klein

and if to any other  Purchaser,  at such address as such  Purchaser,  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 11.2.

         11.3  Failure of any party to exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
<PAGE>

         11.4 This  Agreement  shall be governed by and  construed in accordance
with the laws of the State of New York  applicable  to contracts  made and to be
performed  in the State of New York.  The  Company  irrevocably  consents to the
jurisdiction of the United States federal courts and State courts located in the
County of New Castle in the State of  Delaware,  or the Borough of  Manhattan in
the State of New York, in any suit or proceeding  based on or arising under this
Agreement  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 parties hereto further agree that service of process upon the parties hereto
mailed by first class mail shall be deemed in every respect effective service of
process  upon each such  party in any such suit or  proceeding.  Nothing  herein
shall affect either party's right to serve process in any other manner permitted
by law.  The parties  hereto agree that a final  non-appealable  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.

         11.5 This Agreement, the Preferred Stock, the Warrants, the Certificate
of Designation, the Securities Purchase Agreement, the Patent Security Agreement
and Escrow  Agreement  (including  all  schedules  and exhibits  thereto and all
certificates  and opinions  required  thereby)  constitute the entire  agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or referred to herein and therein. This Agreement, the Preferred
Stock, the Warrants and the Securities  Purchase  Agreement  supersede all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

         11.6 Subject to the  requirements of Article IX hereof,  this Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

         11.7 The headings in this  Agreement are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

         11.8 This Agreement may be executed in two or more  counterparts,  each
of which shall be deemed an original but all of which shall  constitute  one and
the same agreement.  This Agreement,  once executed by a party, may be delivered
to the other party hereto, by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

         11.9  Each  party  shall  do and  perform,  or  cause  to be  done  and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.
<PAGE>

         11.10  All  consents  and  other  determinations  to  be  made  by  the
Purchasers or the Initial Purchasers pursuant to this Agreement shall be made by
the Purchasers or the Initial  Purchasers  holding a majority of the Registrable
Securities  (determined as if all Preferred Stock and Warrants then  outstanding
had been converted  into or exercised for  Registrable  Securities)  held by all
Purchasers or Initial Purchasers, as the case may be.

         11.11 The  initial  number of  Registrable  Securities  included on any
Registration Statement and each increase to the number of Registrable Securities
included  thereon shall be allocated pro rata among the Purchasers  based on the
number of  Registrable  Securities  held by each  Purchaser  at the time of such
establishment  or increase,  as the case may be. In the event a Purchaser  shall
sell or otherwise  transfer any of such  Purchaser's  Registrable  Securities in
accordance with Article IX hereof, each transferee shall be allocated a pro rata
portion of the  number of  Registrable  Securities  included  on a  Registration
Statement  for such  transferor.  Any  shares  of  Common  Stock  included  on a
Registration  Statement and which remain allocated to any person or entity which
ceases to hold any Registrable  Securities  (other than by a transfer thereof in
accordance  with  Article  IX  hereof)  shall  be  allocated  to  the  remaining
Purchasers,  pro rata  based on the number of shares of  Registrable  Securities
then  held by such  Purchasers.  Without  implication  that the  contrary  would
otherwise  be true,  for purposes of this  paragraph,  all  Preferred  Stock and
Warrants  then  outstanding  shall be assumed  converted  into or exercised  for
Registrable Securities.

         11.12  If  any  provision  of  this  Agreement   shall  be  invalid  or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction.

                                      * * *


<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.


                                 LASERSIGHT INCORPORATED


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

Initial Purchasers:
                                 CC INVESTMENTS, LDC

                                 By:  /s/ John Ziegelman
                                    -----------------------------
                                    John Ziegelman
                                    Director, CSS Corporation Ltd.
                                    Secretary, CC Investments, LDC

                                 SHEPHERD INVESTMENTS INTERNATIONAL, LTD.

                                 By:  /s/ Michael A. Roth
                                    -----------------------------
                                    Name:  Michael A. Roth
                                    Managing Member, Staro Asset Management, LLC
                                    Investment Manager, Shepherd Investments 
                                    International, Ltd.

                                 SOCIETE GENERALE

                                 By:  /s/ Guillaume Pollet
                                    -----------------------------
                                    Name:  Guillaume Pollet
                                    Title:  First Vice President

                                 STARK INTERNATIONAL

                                 By:  /s/ Michael A. Roth
                                    -----------------------------
                                    Name:  Michael A. Roth
                                    Managing Member, Staro Asset Management, LLC
                                    Investment Manager, Stark International