Page 22 of 23 Pages
EXHIBIT 15
AGREEMENT
This Agreement is made as of March 31, 2002, by and among ComSor
Venture Fund LDC, a limited duration company having its principal executive
offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ ("ComSor"); ▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; On Lake Investments LLC, a Delaware corporation
having its principal executive offices at ▇.▇. ▇▇▇ ▇▇▇▇, ▇. ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and LanOptics Ltd., an
Israeli company (the "Company") having its principal executive offices at
LanOptics Building, Ramat ▇▇▇▇▇▇▇ Industrial Park, ▇▇▇▇▇▇ ▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇.
WHEREAS the parties to this Agreement executed a Voting Agreement, dated May 16
1999 (the "Voting Agreement");
WHEREAS the parties wish to terminate the Voting Agreement ;
NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:
1. The Preamble constitutes an integral part of this Agreement.
2. The parties to this Agreement, who are all the parties to the Voting
Agreement hereby terminate the Voting Agreement by unanimous consent.
As of the date of this Agreement, the Voting Agreement and all the
terms thereof shall have no effect and shall not bind the parties in
any manner.
3. This Agreement shall be governed by and construed according to the laws
of the State of Israel, without regard to the conflict of laws
provisions thereof. Any dispute arising under this Agreement shall be
resolved exclusively in the competent court for Tel-Aviv, Israel. Each
of the parties hereby submits irrevocably to the jurisdiction of such
court and agrees not to assert any objection to the jurisdiction or
convenience thereof.
4. This Agreement constitutes the entire agreement among the parties with
regard to the subject matter hereof.
Page 23 of 23 Pages
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ComSor Venture Fund LDC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, joint tenants
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------
On Lake Investments LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
▇▇▇ ▇▇▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
----------------
Eli Harry
/s/ Eli Harry
-------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------
LanOptics Ltd.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
----------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
