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Exhibit 12
July 27, 1998
Xx. Xxxxxx Xxxxxxx
0 Xxxxxxx Xxx
Xxxx Xxxxxxxxx, XX 00000
Dear Xx. Xxxxxxx:
Reference is made to the Master Agreement dated as of June 1998 (the
"Master Agreement") among HealthTech Development, Inc., Gemini Biotech L.P.,
Electropharmacology, Inc. ("EPi"), EPi Sub, Inc. and certain stockholders and
partners of such entities named therein. Capitalized terms used herein and not
defined have the meanings ascribed to them in the Master Agreement.
Pursuant to Section 2 of the Master Agreement, the EPi Representatives
have the right to nominate two directors to the Board of Directors of EPi. In
the selection of such nominees pursuant to Section 2 of the Master Agreement,
Xxxxxx Xxxxxxx hereby agrees to support the nomination of, and to vote his
shares of EPi in favor of, a person nominated by Xxxxxx Xxxxxxx, and Xxxxxx
Xxxxxxx hereby agrees to support the nomination of, and to vote his shares of
EPi in favor of, a person nominated by Xxxxxx Xxxxxxx.
Please acknowledge your agreement with the foregoing by signing in the
space provided below and returning a copy to me by fax and overnight courier.
Best regards,
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Agreed and Accepted
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
