BeaconEye Inc. — M&A Activity 1998

Apr 13, 1998

This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, broker, bank manager, financial planner, lawyer or other professional advisor. No securities commission or similar authority in Canada or the United States has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence. Information has been incorporated by reference in this Notice, the Offer and Circular from the documents filed with securities commissions or similar authorities in Canada (the permanent information record in Quebec), copies of which may be obtained on request without charge from the Secretary of TLC The Laser Center Inc. at 5600 Explorer Drive, Suite 301, Mississauga, Ontario L4W 4Y2 (905-602-2020).

NOTICE OF EXTENSION

by TLC THE LASER CENTER INC.

in respect of its OFFER TO PURCHASE

all of the outstanding Common Shares of

BeaconEye Inc.

in exchange for $1.50 for each common share of BeaconEye Inc., to be satisfied with common shares of TLC The Laser Center Inc., determined in accordance with the Exchange Ratio (as defined in the Offer and Circular dated March 18, 1998)

The offer to purchase (the “Offer”) common shares (the “Shares”) of BeaconEye Inc. (“BeaconEye”) by TLC The Laser Center Inc. (the “Offeror”) is amended in accordance with this Notice to extend the time during which Shares may be deposited pursuant to the Offer from 4:00 p.m. (Toronto time) on April 9, 1998 to 4:00 p.m. (Toronto time) on April 24, 1998 (the "Expiry Time"), unless withdrawn or further extended.

Holders of Shares (“Shareholders”) who wish to accept the Offer must properly complete and execute the Letter of Transmittal (printed on pink paper) that accompanied the Offer or a manually signed facsimile thereof and deposit it, together with certificates representing the Shares being deposited and all other documents required by the Letter of Transmittal, to the office of CIBC Mellon Trust Company (the “Depositary”) in Toronto, in accordance with the instructions in the Letter of Transmittal, so as to arrive there not later than the Expiry Time. Alternatively, Shareholders may follow the procedures for guaranteed delivery described under Section 3 of the Original Offer, "Manner of Acceptance - Procedure for Guaranteed Delivery", using the Notice of Guaranteed Delivery (printed on yellow paper).

Questions and requests for assistance may be directed to the Depositary. Additional copies of this Notice, the Offer and Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained without charge on request from the Depositary at its offices shown on the last page of this Notice.

Persons whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact such registered holder for assistance if they wish to accept the Offer.

All dollar references in this Notice and in the Offer and Circular are in Canadian dollars, except where otherwise indicated.

April 9, 1998

(continued from cover)

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS NOTICE, THE OFFER OR CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Offer is made for securities of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Notice and the Offer and Circular in accordance with the disclosure requirements of Canada. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated in the Offer and Circular have been prepared in accordance with Canadian generally accepted accounting principles and are subject to Canadian auditing and auditor independence standards and, thus, may not be comparable to financial statements of United States companies.

Prospective investors should be aware that acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be fully described herein. Such investors should consult their own tax advisors for advice with respect to tax consequences to them of accepting the Offer.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Offeror is incorporated under the laws of Ontario, Canada, that some or all of its officers and directors are residents of Canada, that the experts named in the Offer and Circular are residents of Canada, and that all or a substantial portion of the assets of the Offeror and said persons are located outside the United States.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in their sole discretion, take such action as they may deem necessary to extend the Offer to holders of Shares in any such jurisdiction.

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April 9, 1998

NOTICE OF EXTENSION

TO: THE HOLDERS OF COMMON SHARES OF BEACONEYE INC.

By notice to the Depositary given on April 9, 1998, the Offeror has taken up and paid for all Shares properly deposited to its offer dated March 18, 1998, pursuant to which the Offeror is offering to purchase all of the issued and outstanding Shares. The offer dated March 18, 1998, is referred to herein as the "Original Offer". By notice given to the Depositary on April 9, 1998, the Offeror has extended the Original Offer as contemplated hereby. The circular which accompanied the Original Offer is referred to herein as the "Circular". The Original Offer and the Circular, and the defined terms which are used therein, as varied by this Notice, are collectively referred to herein as the "Offer".

Except as otherwise set forth in this Notice, the information, terms and conditions contained in the Original Offer, Circular and the defined terms which are used therein continue to be applicable in all respects and this Notice should be read in conjunction therewith. Unless the context otherwise requires, terms denoted by initial capital letters and not defined herein have the respective meanings set forth in the Original Offer and the Circular, as the case may be.

1. Extension Of The Offer

The Offeror has amended the Original Offer by extending the time during which the Offer is open for acceptance from 4:00 p.m. (Toronto time) on April 9, 1998 to 4:00 p.m. (Toronto time) on April 24, 1998 unless the Offer is withdrawn or further extended. Accordingly, the Expiry Time shall be 4:00 p.m. (Toronto time) on April 24, 1998.

2. Recent Developments

Take Up Under the Offer

As at 4:00 p.m. (Toronto time) on April 9, 1998, all of the conditions to the Original Offer were satisfied or waived. Accordingly the Offeror has taken up and paid for all Shares properly tendered to the Offer, being approximately 10,544,347 Shares representing approximately 97% of the outstanding Shares held by the public.

3. Withdrawal Of Deposited Shares

Section 7 of the Original Offer, "Withdrawal of Deposited Shares" is hereby amended to provide that Shareholders will have the right to withdraw Shares tendered to the Offer after the date hereof at any time prior to the take up by the Offeror of any such Shares. Any withdrawals must conform with the procedure for withdrawals set forth in Section 7 of the Original Offer, “Withdrawal of Deposited Shares”.

4. Variation Of The Offer

The Offeror reserves the right, in its sole discretion, at any time and from time to time, to extend the Expiry Time or to vary the Offer by giving written notice, or other communication confirmed in writing, of such extension or variation to the Depositary at its principal office in Toronto, and by causing the Depositary as soon as practicable thereafter to communicate such notice in the manner set forth in Section 9 of the Original Offer, "Notice" to all Shareholders whose Shares have not been taken up prior to the extension or variation. The Offeror shall, forthwith after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation and provide a copy of the notice to the TSE and the WSE. Any notice of extension or

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variation will be deemed to have been given and to be effective at the time at which it is delivered or otherwise communicated in writing to the Depositary at its principal office in Toronto.

During any such extension or in the event of any variation, all Shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror. An extension of the Expiry Time or a variation of the Offer does not constitute a waiver by the Offeror of its rights under Section 4 of the Original Offer, "Conditions of the Offer".

5. Amendments To Original Offer, the Circular and Notice Of Guaranteed Delivery

The Original Offer, the Circular, the Definitions, the Letters of Transmittal and the Notice of Guaranteed Delivery shall be amended mutatis mutandis to reflect the amendments made by this Notice. Without limiting the generality of the foregoing, such amendments would include the amendment of the Letter of Transmittal and Notice of Guaranteed Delivery to refer to 4:00 p.m. (Toronto time) on April 24, 1998.

6. Statutory Rights

Securities legislation in certain of the provinces and territories of Canada provides Shareholders with, in addition to any other rights that they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or a notice that is required to be delivered to the Shareholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

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APPROVAL AND CERTIFICATE

The contents of the Original Offer, the Circular and this Notice of Extension have been approved and the sending, communication or delivery thereof to the Shareholders of BeaconEye has been authorized by the board of directors of the Offeror. The Offer (i) contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made; (ii) does not contain any misrepresentation likely to affect the value or the market price of the Shares which are the subject of the Offer; and (iii) constitutes full, true and plain disclosure of all material facts which relate to the TLC common shares as required by the securities laws of all of the provinces and territories of Canada .

DATED: April 9, 1998

TLC THE LASER CENTER INC.

(Signed) ELIAS VAMVAKAS Chief Executive Officer

(Signed) PETER KASTELIC Chief Financial Officer

On behalf of the Board of Directors

(Signed) JEFFREY J. MACHAT (Signed) JOHN F. RIEGERT Director Director

The Depositary for the Offer is CIBC Mellon Trust Company

The Depositary for the Offer is CIBC Mellon Trust Company

By Mail

P.O. Box 1036 Adelaide Street Postal Station Toronto, Ontario M5C 2K4

By Hand, Courier or Facsimile Transmission

93 University Avenue (Lower Level) Toronto, Ontario M5G 2M7 Tel: (416) 813-4600 Toll Free: (800) 387-0825 Fax: (416) 813-4555

Any questions and requests for assistance may be directed by Shareholders to the Depositary at the telephone numbers and location set out above.