Consent of SG Cowen Securities Corporation

October 10, 2001

The Board of Directors
TLC Laser Eye Centers Inc.
5280 Solar Drive
Mississauga, Ontario L4W 5M8

We hereby consent to the inclusion of our opinion, dated August 23, 2001, in the
proxy statement-prospectus of TLC Laser Eye Centers Inc. which is a part of this
Registration Statement on Form S-4, File No. 333- -----. In executing this
consent, we do not admit or acknowledge that SG Cowen Securities Corporation is
within the class of persons whose consent is required by Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.

SG COWEN SECURITIES CORPORATION


By: /s/ Peter N. Reikes
    ---------------------------
    Peter N. Reikes
    Managing Director