EXHIBIT 1
AGREEMENT REGARDING JOINT FILING UNDER
SECTION 13(d) OF THE EXCHANGE ACT
FOR VALUE RECEIVED, the undersigned, effective as of March 17, 1999,
hereby agree as follows:
1. Joint Filing Authorization. Each party hereto authorizes XXXXX X.
XXXXXXX to file on their behalf with the Securities & Exchange Commission (the
"SEC"), all appropriate exchanges and other appropriate parties, as a joint
filing for all of the undersigned parties pursuant to Rule 13d-1(k), a statement
of their beneficial ownership of the Ordinary Shares, par value NIS 0.10 per
share of ESC MEDICAL SYSTEMS, LTD. (the "Company") on Schedule 13D as
promulgated by the SEC, including any pertinent amendments thereto, and
including, where applicable, additions or deletions to the group represented by
the undersigned.
2. Power of Attorney.
(a) Each of Edelman Value Partners, L.P., Edelman Value Fund, Ltd.,
and X.X. Xxxxxxx Company, Inc., individually and in its capacity as General
Partner of Edelman Value Partners, L.P., hereby designates and appoints XXXXX X.
XXXXXXX as their attorney-in-fact, to take all actions and to execute all
documentation in their stead and on their behalf necessary or prudent to
effectuate the joint filings relating to the Company contemplated by this
Agreement, until revoked in writing by the party.
(b) Each of Kamikaze Trading LLC, Amalgamated Sludge LLC and Xxxxxxx
Consultants, Inc. (VA) Money Purchase Plan hereby designates and appoints XXXXX
XXXXXXXXX as their attorney-in-fact, to take all actions and to execute all
documentation in their stead and on their behalf necessary or prudent to
effectuate the joint filings relating to the Company contemplated by this
Agreement, until revoked in writing by the party.
3. Binding on Heirs, Representatives, Successors and Assigns. This
Agreement shall be binding upon the undersigned and their respective heirs,
representatives, successors and assigns.
/s/ Xxxxx X. Xxxxxxx
---------------------------------------------------
Xxxxx X. Xxxxxxx
EDELMAN VALUE PARTNERS, L.P.,
a Delaware limited partnership
By: X.X. Xxxxxxx Management Company, Inc., a
New York corporation, General Partner
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, President
Page 15 of 18
EDELMAN VALUE FUND, LTD.,
a British Virgin Islands corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, Investment Manager
X.X. XXXXXXX MANAGEMENT COMPANY, INC.,
a New York corporation
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------------
Xxxxx X. Xxxxxxx, President
/s/ Xxxxx Xxxxxxxxx
---------------------------------------------------
Xxxxx Xxxxxxxxx
KAMIKAZE TRADING LLC,
a Virginia limited liability company
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxxxx, Managing Member
AMALGAMATED SLUDGE LLC ,
a Nevada limited liability company
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxxxx, Managing Member
XXXXXXX CONSULTANTS, INC. (VA) MONEY
PURCHASE PLAN, a Virginia corporation
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------------------
Xxxxx Xxxxxxxxx, President
Page 16 of 18
