Consent of SG Cowen Securities Corporation

February 27, 2002

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
Amendment No. 3 to the Registration Statement on Form S-4, File No. 333-71532.
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