EXHIBIT 5
AGREEMENT TO BE BOUND BY
JOINT FILING AGREEMENT
AND POWER OF ATTORNEY
The undersigned, XXXXX X. XXXXXXX & ASSOCIATES LLC, hereby agrees to be bound,
as though an original signatory, by the provisions of the Agreement Regarding
Joint Filing Under Section 13(d) of the Exchange Act entered into among Xxxxx X.
Xxxxxxx, Edelman Value Partners, L.P., Edelman Value Fund, Ltd., X.X. Xxxxxxx
Management Company, Inc., Xxxxx Xxxxxxxxx, Kamikaze Trading LLC, Amalgamated
Sludge LLC, and Xxxxxxx Consultants, Inc. (VA) Money Purchase Plan
(collectively, the "Initial Reporting Persons") and the Power of Attorney in
favor of Xxxxx X. Xxxxx executed by the Initial Reporting Persons, in each case
in connection with the filing of a statement of beneficial ownership (and
amendments thereto) with respect to ESC Medical Systems, Inc.
Dated: July 16, 1999
XXXXX X. XXXXXXX & ASSOCIATES LLC
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxx, Managing Member
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