EXHIBIT 10.32 ------------- August 12, 1996 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 10.32
                                 -------------

August 12, 1996


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 June 27, 1996:

     1.The original  promissory  note,  currently  with a balance of one million
       dollars  ($1,000,000)  plus accrued  interest from July 1, 1996,  will be
       extended to November 15, 1996.

     2.The term of the escrow agreement will be extended to November 30, 1996.

If the foregoing is acceptable to you,  please  execute this letter in the place
provided below, and we will formalize the relevant documents.

Sincerely yours,

LASERSIGHT INCORPORATED


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


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