SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



SURGILIGHT, INC.
(Exact Name of Company as specified in its charter)


       Florida		    000-24897		   35-1990562
(State Incorporation)   (Commission file No.)  (IRS Employer ID)

12001 Science Drive, Suite 140
Orlando, Florida 32826
 (Address of principal executive offices)


CONSULTING AGREEMENT BETWEEN SURGILIGHT, INC., AND
J. BENNETT GROCOCK
(Full title of the Agreement)

Timothy J. Shea
President
and Chief Operating Officer
SURGILIGHT, INC.
12001 Science Drive, Suite 140
Orlando, Florida 32826
(Name and address of agent for service)

Company's telephone number: (407) 482-4555


CALCULATION OF REGISTRATION FEE

	Title of Securities to be Registered:
	Common shares $0.0001 par value

	Amount to be Registered
	1,500,000

	Proposed Maximum Offering Price Per Share(1)
	$0.03


	Proposed Maximum Aggregate Offering Price(1)
	$117,610


	Amount of Registration Fee
	$20

(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

Note: The document(s) containing the information concerning the
Agreement between SURGILIGHT, INC. (the "Company"), and J.
BENNETT GROCOCK dated February 15, 2005, required by Item 1 of
Form S-8 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and
other information required by Item 2 of Form S-8 will be sent or
given to participants as specified in Rule 428. In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents
are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement
on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions
of Rule 428. Upon request, the Company shall furnish to the Commission
or its staff a copy or copies of all of the documents included in such
file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents, which have been filed by the Company
with the Securities and Exchange Commission, are hereby incorporated
by reference into this Prospectus:

a. The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003;

b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004; and

c. The Company's Current Reports on Forms 8-K subsequent to December 31,
2003, and up to and including the date of filing of this Registration
statement.

	All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

	Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated
by reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

	The Company's authorized capital consists of 60,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which approximately
54,411,958 shares were issued and outstanding as of February 16, 2005, and
10,000,000 shares of preferred stock, par value $0.0001 per share.

	Each share of Common Stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the owners
thereof at a meeting of the shareholders, including the election of directors.
The holders of Common Stock (i) have equal, ratable rights to dividends
rom funds legally available therefor, when, as and if declared by the Board
of Directors of the Company; (ii) are entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common
Stock upon liquidation, dissolution or winding up of the affairs of the
Company; (iii) do not have preemptive or redemption provisions applicable
thereto; and (iv) are entitled to one noncumulative vote per share on
all matters on which shareholders may vote at all meetings of shareholders.

	All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

	The Company has appointed Signature Stock Transfer, 14675 Midway Road,
Suite 221, Dallas, TX  75244, as transfer agent and registrar for the Common
Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

	J. Bennett Grocock, counsel to the Registrant for the purpose of
this Registration Statement, will own 1,500,000 common shares of the Registrant
pursuant to this registration.

ITEM 6. Indemnification of Directors and Officers.

	Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors and officers
against certain liabilities. In general, officers and directors of
Registrant are indemnified against expenses actually and reasonably
incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, and are not
deemed to be liable to Registrant for negligence or misconduct in the
performance of their duties.

ITEM 7. Exemption From Registration Claimed.

	Not applicable.


ITEM 8. Exhibits.

Exhibit Number  		Description

4.1      	Agreement between SurgiLight, Inc., and J. Bennett Grocock
dated February 15, 2005.

5 		Opinion of Counsel

23.1		  Consent of Moore Stephens Lovelace, P.A.,
Independent Certified Public Accountants.

23.2		Consent of Counsel (Included in Exhibit 5).

ITEM 9.  Undertakings

	1. 	The Registrant hereby undertakes:

		(a) 	To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

			(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

			(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the formation set
forth in the registration statement

			(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;

		(b) 	That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bonafide offering thereof.

		(c) 	To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

	2. 	The Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide
offering thereof.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida,
on this 18th day of March, 2005.

SURGILIGHT, INC.

By:
Timothy Shea, President


In accordance with the requirements of the Securities Act of 1933
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.



SIGNATURE	TITLE		DATE

	   	 Director	3/31/05
Colette Cozean


		Director	3/31/05
Stuart E. Michelson


	   	 Director	3/31/05
Louis P. (Dan) Valente, C.P.A.


	   	 Director	3/31/05
Ronald Higgins


EXHIBIT INDEX

Exhibit Number   		Description

4.1      	Agreement between SurgiLight, Inc., and J. Bennett
Grocock dated February 15, 2005.

5		Opinion of Counsel.

23.1		Consent of Moore Stephens Lovelace, P.A.,
Independent Certified Public Accountants.

23.2		Consent of Counsel (Included in Exhibit 5).



Exhibit 4.1
CONSULTING AGREEMENT

	This CONSULTING AGREEMENT ("Agreement") is entered into this
15th day of February, 2005, by and between SURGILIGHT, INC., a Florida
corporation (the "Company"), and J. BENNETT GROCOCK ("Consultant").

1. 	Engagement of Consultant.  The Company hereby engages
Consultant to provide the Company corporate legal services.

2.	Compensation.  As a compensation for his services provided
herein, the Company shall issue to Consultant 1,500,000 shares
("Shares") of the Company's restricted common stock ("Stock"),
par value $.0001 per share.

3.	Expenses. Company shall assume and shall be responsible for
all expenses incurred by Consultant and shall be responsible for all
disbursements made in Consultant's activities.

4.	Relationship of the Parties; Consultant's Limitations of
Authority.  Except as otherwise specifically set forth in this Agreement,
Consultant shall have no authority to represent Company as an agent of
Company. Consultant shall have no authority to bind Company by any
contract, representation, understanding, act, or deed concerning
Company. Except as otherwise specifically set forth herein, neither
the making of this Agreement nor the performance of any part of the
provisions hereof shall be construed to constitute Consultant as an
employee, agent or representative of Company for any purpose, nor
shall this Agreement be deemed to establish a joint venture or partnership.


5.	Miscellaneous Provisions.

	5.1	Entire Agreement; Binding Effect.  This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes any prior agreements or
understandings between the parties. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective
successors and authorized assigns.

	5.2.	Modification.  This Agreement may be modified only
upon the execution of a written agreement signed by both of the parties.

	5.3	Waivers.  No failure on the part of either party hereto
to exercise, and no delay in exercising, any right, power, or remedy
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any right, power, or remedy hereunder preclude
any other or further exercises thereof or the exercise of any other
right, power, or remedy.

	5.4	Governing Law; Venue and Jurisdiction.  This Agreement
shall be deemed to have been entered into in, and for all purposes
shall be governed by, the laws of the State of Florida, without regard
to Florida's choice of law decisions. The parties agree that any action
brought by either party against the other in any court, whether federal or
state, shall be brought within Orange County, Florida, in the applicable
state and federal judicial districts and do hereby waive all questions of
personal jurisdiction or venue for the purpose or carrying out this
provision.


In witness whereof, the parties hereto have executed this Agreement
as of the date and year first above written.

	"COMPANY"
	SURGILIGHT, INC.

	By: Timothy Shea, President


	"CONSULTANT"


	J. Bennett Grocock


Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL

The Business Law Group
Attorneys at Law
455 S. Orange Avenue, Suite 500
Orlando, FL  32801

February 16, 2005

Board of Directors
SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

Gentlemen:

	We have acted as special securities counsel to SurgiLight, Inc.
(the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's common stock, $0.0001 par value
per share (the "Shares"), pursuant to the Consulting Agreement between
SurgiLight, Inc., and J. Bennett Grocock dated February 15, 2005
(the "Agreement"). As such, we have examined the Registration Statement
and such other documents of the Company as we deemed appropriate under
the circumstances.

	Based upon the foregoing, and assuming that the Shares will be
issued as set forth in the Agreement, at a time when effective,
and that there will be full compliance with all applicable securities
laws involved under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
pursuant to said Acts, and in those states in which the Shares may be sold,
we are of the opinion that, upon issuance of the Shares according to the
Registration Statement and receipt of the consideration to be paid for the
Shares, the Shares will be validly issued, fully paid and nonassessable
shares of Common Stock of the Company. This opinion does not cover any
matters related to any re-offer or re-sale of the Shares, once issued
pursuant to the Agreement as described in the Registration Statement.

	This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on our knowledge of the law and facts as of the
date hereof. We assume no duty to communicate with the Company in
respect to any matter, which comes to our attention hereafter.

	Very truly yours,
	/s/ THE BUSINESS LAW GROUP

Consent:

	We consent to the use of our opinion dated February 16, 2005,
as an exhibit to the Registration Statement of SurgiLight, Inc., and to
the reference to our firm in the Registration Statement.

	/s/ THE BUSINESS LAW GROUP


Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Consent of Moore Stephens Lovelace, P.A.
Certified Public Accountants.



SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

         We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, of our report dated February 13, 2004,
with respect to the financial statements of SurgiLight, Inc. included in
its Annual Report on Form 10-KSB for the year ended December 31, 2003,
filed with the Securities and Exchange Commission, which has been
incorporated by reference in its entirety in the Registration Statement
on Form S-8:

February 17, 2004

/s/ Moore Stephens Lovelace, P.A.
Certified Public Accountants.
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{"company-data": {"conformed-name": "SURGILIGHT INC", "cik": "0001070289", "assigned-sic": "3845", "irs-number": "351990562", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123843", "film-number": "05733410"}, "business-address": {"street1": "12001 SCIENCE DRIVE", "street2": "SUITE 140", "city": "ORLANDO", "state": "FL", "zip": "32826", "phone": "4074824555"}, "mail-address": {"street1": "1710 E DIVISION ST", "city": "EVANSVILLE", "state": "IN", "zip": "47711"}, "former-company": {"former-conformed-name": "MAS ACQUISITION III CORP", "date-changed": "19980914"}}
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SURGILIGHT, INC.
(Exact Name of Company as specified in its charter)

       Florida		    000-24897		   35-1990562
(State Incorporation)   (Commission file No.)  (IRS Employer ID)

12001 Science Drive, Suite 140
Orlando, Florida 32826
 (Address of principal executive offices)

CONSULTING AGREEMENT BETWEEN SURGILIGHT, INC., AND
J. BENNETT GROCOCK
(Full title of the Agreement)

Timothy J. Shea
President
and Chief Operating Officer
SURGILIGHT, INC.
12001 Science Drive, Suite 140
Orlando, Florida 32826
(Name and address of agent for service)

Company's telephone number: (407) 482-4555

CALCULATION OF REGISTRATION FEE

	Title of Securities to be Registered:
	Common shares $0.0001 par value

	Amount to be Registered
	1,500,000

	Proposed Maximum Offering Price Per Share(1)
	$0.03

	Proposed Maximum Aggregate Offering Price(1)
	$117,610

	Amount of Registration Fee
	$20

(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

Note: The document(s) containing the information concerning the
Agreement between SURGILIGHT, INC. (the "Company"), and J.
BENNETT GROCOCK dated February 15, 2005, required by Item 1 of
Form S-8 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the statement of availability of
registrant information, employee benefit plan annual reports and
other information required by Item 2 of Form S-8 will be sent or
given to participants as specified in Rule 428. In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents
are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement
on Form S-8 (the "Registration Statement") or as prospectuses or
prospectus supplements pursuant to Rule 424. The Company will
maintain a file of such documents in accordance with the provisions
of Rule 428. Upon request, the Company shall furnish to the Commission
or its staff a copy or copies of all of the documents included in such
file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

	The following documents, which have been filed by the Company
with the Securities and Exchange Commission, are hereby incorporated
by reference into this Prospectus:

a. The Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003;

b. The Company's Quarterly Reports on Form 10-QSB for the fiscal quarters
ended March 31, 2004, June 30, 2004 and September 30, 2004; and

c. The Company's Current Reports on Forms 8-K subsequent to December 31,
2003, and up to and including the date of filing of this Registration
statement.

	All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

	Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document incorporated
by reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed supplement to this
Registration Statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

	The Company's authorized capital consists of 60,000,000 shares of common
stock, par value $0.0001 per share (the "Common Stock"), of which approximately
54,411,958 shares were issued and outstanding as of February 16, 2005, and
10,000,000 shares of preferred stock, par value $0.0001 per share.

	Each share of Common Stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the owners
thereof at a meeting of the shareholders, including the election of directors.
The holders of Common Stock (i) have equal, ratable rights to dividends
rom funds legally available therefor, when, as and if declared by the Board
of Directors of the Company; (ii) are entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common
Stock upon liquidation, dissolution or winding up of the affairs of the
Company; (iii) do not have preemptive or redemption provisions applicable
thereto; and (iv) are entitled to one noncumulative vote per share on
all matters on which shareholders may vote at all meetings of shareholders.

	All shares of Common Stock issued and outstanding are, and those offered
hereby, when issued, will be fully paid and nonassessable, with no personal
liability attaching to the ownership thereof.

Transfer Agent, Registrar and Warrant Agent

	The Company has appointed Signature Stock Transfer, 14675 Midway Road,
Suite 221, Dallas, TX  75244, as transfer agent and registrar for the Common
Stock and Preferred Stock.

ITEM 5. Interests of Named Experts and Counsel.

	J. Bennett Grocock, counsel to the Registrant for the purpose of
this Registration Statement, will own 1,500,000 common shares of the Registrant
pursuant to this registration.

ITEM 6. Indemnification of Directors and Officers.

	Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors and officers
against certain liabilities. In general, officers and directors of
Registrant are indemnified against expenses actually and reasonably
incurred in connection with proceedings, whether civil or criminal,
provided that it is determined that they acted in good faith, and are not
deemed to be liable to Registrant for negligence or misconduct in the
performance of their duties.

ITEM 7. Exemption From Registration Claimed.

	Not applicable.

ITEM 8. Exhibits.

Exhibit Number  		Description

4.1      	Agreement between SurgiLight, Inc., and J. Bennett Grocock
dated February 15, 2005.

5 		Opinion of Counsel

23.1		  Consent of Moore Stephens Lovelace, P.A.,
Independent Certified Public Accountants.

23.2		Consent of Counsel (Included in Exhibit 5).

ITEM 9.  Undertakings

	1. 	The Registrant hereby undertakes:

		(a) 	To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement:

			(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

			(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the formation set
forth in the registration statement

			(iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;

		(b) 	That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bonafide offering thereof.

		(c) 	To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

	2. 	The Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide
offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida,
on this 18th day of March, 2005.

SURGILIGHT, INC.

By:
Timothy Shea, President

In accordance with the requirements of the Securities Act of 1933
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.

SIGNATURE	TITLE		DATE

	   	 Director	3/31/05
Colette Cozean

		Director	3/31/05
Stuart E. Michelson

	   	 Director	3/31/05
Louis P. (Dan) Valente, C.P.A.

	   	 Director	3/31/05
Ronald Higgins

EXHIBIT INDEX

Exhibit Number   		Description

4.1      	Agreement between SurgiLight, Inc., and J. Bennett
Grocock dated February 15, 2005.

5		Opinion of Counsel.

23.1		Consent of Moore Stephens Lovelace, P.A.,
Independent Certified Public Accountants.

23.2		Consent of Counsel (Included in Exhibit 5).

Exhibit 4.1
CONSULTING AGREEMENT

	This CONSULTING AGREEMENT ("Agreement") is entered into this
15th day of February, 2005, by and between SURGILIGHT, INC., a Florida
corporation (the "Company"), and J. BENNETT GROCOCK ("Consultant").

1. 	Engagement of Consultant.  The Company hereby engages
Consultant to provide the Company corporate legal services.

2.	Compensation.  As a compensation for his services provided
herein, the Company shall issue to Consultant 1,500,000 shares
("Shares") of the Company's restricted common stock ("Stock"),
par value $.0001 per share.

3.	Expenses. Company shall assume and shall be responsible for
all expenses incurred by Consultant and shall be responsible for all
disbursements made in Consultant's activities.

4.	Relationship of the Parties; Consultant's Limitations of
Authority.  Except as otherwise specifically set forth in this Agreement,
Consultant shall have no authority to represent Company as an agent of
Company. Consultant shall have no authority to bind Company by any
contract, representation, understanding, act, or deed concerning
Company. Except as otherwise specifically set forth herein, neither
the making of this Agreement nor the performance of any part of the
provisions hereof shall be construed to constitute Consultant as an
employee, agent or representative of Company for any purpose, nor
shall this Agreement be deemed to establish a joint venture or partnership.

5.	Miscellaneous Provisions.

	5.1	Entire Agreement; Binding Effect.  This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter of this Agreement and supersedes any prior agreements or
understandings between the parties. This Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective
successors and authorized assigns.

	5.2.	Modification.  This Agreement may be modified only
upon the execution of a written agreement signed by both of the parties.

	5.3	Waivers.  No failure on the part of either party hereto
to exercise, and no delay in exercising, any right, power, or remedy
hereunder shall operate as a waiver thereof nor shall any single or
partial exercise of any right, power, or remedy hereunder preclude
any other or further exercises thereof or the exercise of any other
right, power, or remedy.

	5.4	Governing Law; Venue and Jurisdiction.  This Agreement
shall be deemed to have been entered into in, and for all purposes
shall be governed by, the laws of the State of Florida, without regard
to Florida's choice of law decisions. The parties agree that any action
brought by either party against the other in any court, whether federal or
state, shall be brought within Orange County, Florida, in the applicable
state and federal judicial districts and do hereby waive all questions of
personal jurisdiction or venue for the purpose or carrying out this
provision.

In witness whereof, the parties hereto have executed this Agreement
as of the date and year first above written.

	"COMPANY"
	SURGILIGHT, INC.

	By: Timothy Shea, President

	"CONSULTANT"

	J. Bennett Grocock

Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL

The Business Law Group
Attorneys at Law
455 S. Orange Avenue, Suite 500
Orlando, FL  32801

February 16, 2005

Board of Directors
SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

Gentlemen:

	We have acted as special securities counsel to SurgiLight, Inc.
(the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement")
covering registration under the Securities Act of 1933, as amended,
of 1,500,000 shares of the Company's common stock, $0.0001 par value
per share (the "Shares"), pursuant to the Consulting Agreement between
SurgiLight, Inc., and J. Bennett Grocock dated February 15, 2005
(the "Agreement"). As such, we have examined the Registration Statement
and such other documents of the Company as we deemed appropriate under
the circumstances.

	Based upon the foregoing, and assuming that the Shares will be
issued as set forth in the Agreement, at a time when effective,
and that there will be full compliance with all applicable securities
laws involved under the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
pursuant to said Acts, and in those states in which the Shares may be sold,
we are of the opinion that, upon issuance of the Shares according to the
Registration Statement and receipt of the consideration to be paid for the
Shares, the Shares will be validly issued, fully paid and nonassessable
shares of Common Stock of the Company. This opinion does not cover any
matters related to any re-offer or re-sale of the Shares, once issued
pursuant to the Agreement as described in the Registration Statement.

	This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on our knowledge of the law and facts as of the
date hereof. We assume no duty to communicate with the Company in
respect to any matter, which comes to our attention hereafter.

	Very truly yours,
	/s/ THE BUSINESS LAW GROUP

Consent:

	We consent to the use of our opinion dated February 16, 2005,
as an exhibit to the Registration Statement of SurgiLight, Inc., and to
the reference to our firm in the Registration Statement.

	/s/ THE BUSINESS LAW GROUP

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Consent of Moore Stephens Lovelace, P.A.
Certified Public Accountants.

SurgiLight, Inc.
12001 Science Drive, Suite 140
Orlando, Florida 32826

         We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8, of our report dated February 13, 2004,
with respect to the financial statements of SurgiLight, Inc. included in
its Annual Report on Form 10-KSB for the year ended December 31, 2003,
filed with the Securities and Exchange Commission, which has been
incorporated by reference in its entirety in the Registration Statement
on Form S-8:

February 17, 2004

/s/ Moore Stephens Lovelace, P.A.
Certified Public Accountants.