EXHIBIT 10.34 ------------- January 8, 1997 Mark B. Gordon, O.D. Howard H. Levin, O.D. MEC Health Care, Inc. 100 Park Avenue Baltimore, MD 21201 Dear Mark and Howard: This is to confirm our agreement relative to the Agreement and Plan of Merger dated...

                                 EXHIBIT 10.34
                                 -------------

January 8, 1997


Xxxx X. Xxxxxx, O.D.
Xxxxxx X. Xxxxx, O.D.
MEC Health Care, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, XX  00000

Dear Xxxx and Xxxxxx:

This is to confirm our  agreement  relative to the  Agreement and Plan of Merger
dated as of August 28, 1995, as amended as of October 5, 1995, and the extension
of the promissory note dated October 30, 1996:

     1.The original  promissory  note,  currently  with a balance of one million
       dollars ($1,000,000) will be extended to April 1, 1997.

     2.The term of the escrow agreement will be extended to April 16, 1997.

If the foregoing is acceptable to you,  please  execute this letter in the place
provided below.

Sincerely yours,

LASERSIGHT INCORPORATED


By: /s/Xxxxxxx X. Xxxxxx
    --------------------------
    Xxxxxxx X. Xxxxxx


    /s/Xxxx Xxxxxx                                /s/Xxxxxx Xxxxx
    --------------------------                    -------------------------
    Xxxx X. Xxxxxx, O.D.                          Xxxxxx X. Xxxxx, O.D.