EXHIBIT 99
[December 17, 1997]
Xx. Xxxxxxx Xxxxxx
Premier Laser Systems, Inc.
0 Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Re: Interest in Ophthalmic Imaging Systems, Inc. ("OISI")
Dear Xxxxxxx:
This letter agreement is to confirm our telephonic agreement
and to supplement our Investment Banking Agreement and Indemnification
Agreement, each dated July 31, 1997, whereby Josephthal & Co., Inc.
("Josephthal") shall assist Premier Laser Systems, Inc. (the "Company") in
connection with its potential interest in OISI (the "Letter Agreement"). The
Company shall pay Josephthal an initial retainer of $50,000 upon execution of
this Letter Agreement.
In the event that the Company determines to and does (i)
commence a tender or exchange offer for outstanding shares of OISI; or (ii) make
a formal proposal to acquire control of OISI; or (iii) commence a proxy contest,
consent solicitation or other similar transaction relating to OISI, then the
Company shall pay Josephthal an additional seventy five thousand dollars
($75,000) upon the first to occur of an action listed in (i), (ii) or (iii)
above ("Action Fee").
In the event that the Company determines to and does obtain
majority representation on the Board of Directors of OISI or in the event that
the Company determines to and does achieve ownership of more than 50% of the
outstanding shares of the Common Stock of OISI, the Company shall pay Josephthal
a fee of two hundred thousand dollars ($200,000) ("Investment Fee") within ten
(10) business days after the consummation of such event. Notwithstanding the
foregoing, if at any time during the term of our engagement hereunder, the
Company sells all or substantially all of its position in OISI, the Company
shall to Josephthal pay within ten (10) business days after the completion of
such sale a fee ("Sale Fee") equal to the lesser of (x) 50% of the excess of the
sales price of the shares it sells over the Company's purchase price of such
shares or (y) one hundred thousand dollars ($100,000); provided, however, that
in no event shall the Sale Fee be less than $25,000. Xxxxxxxxxx shall not be
entitled to both the Investment Fee and the Sale Fee. If the events giving rise
to such fees occur more than 12 months following either party's termination of
this Letter Agreement, Xxxxxxxxxx shall not be entitled to either the Investment
Fee or Sale Fee. Either party shall be entitled to cancel Xxxxxxxxxx's
engagement under this Letter Agreement by giving written notice of cancellation
to the other party, however, in the event that the Company achieves any of the
actions mentioned above that would entitle Josephthal to an Action Fee and
either a Success Fee or a Sale Fee, within 12 months of such cancellation, then
Josephthal shall still be entitled to such Action Fee, and either a Success Fee
or Sale Fee.
This Letter Agreement shall supplement each of the Investment
Banking Agreement and the Indemnification Agreement, each of which shall remain
in full force and effect. The fee structure set forth above applies only to the
Company's actions in connection with OISI. All other transactions remain subject
to the fee structure contained in Sections 2-6 of the Investment Banking
Agreement. By executing
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this Agreement, the Company acknowledges and agrees that this Letter Agreement
shall be incorporated into and made a part of each of the Investment Banking
Agreement and the Indemnification Agreement, copies of which are attached hereto
as Exhibit A. Please acknowledge our mutual agreement by signing this Letter
Agreement in duplicate, returning one original to us and retaining the other for
your records.
Sincerely,
JOSEPHTHAL & CO. INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Managing Director
Acknowledged and agreed:
PREMIER LASER SYSTEMS, INC.
By: /s/ Xx. Xxxxxxx Xxxxxx
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Xx. Xxxxxxx Xxxxxx, President
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