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Exhibit
10.8
[OIS Letterhead]
June 24, 2009
Corporate Banking Division
Mizrahi Tefahot Bank Ltd.
Letter Agreement
We would like to inform Mizrahi
Tefahot Bank Ltd. (“ MTB ”) that
Ophthalmic Imaging Systems (“ OIS ”) and
MediVision Medical Imaging, Ltd. (“ MediVision
”) plan to enter into an asset purchase agreement (the
“ Asset Purchase Agreement ”), pursuant
to which MediVision will sell substantially all of its assets to
OIS, except approximately, 9.3 million OIS shares. A portion of the
purchase price will consist of OIS’ assumption of the
indebtedness owed by MediVision to MTB in account number 035576 in
branch number 461. We would also like to inform you that OIS
intends to enter into a purchase agreement (the “
Purchase Agreement ”) with U.M AccelMed,
Limited Partnership (“ AccelMed ”),
pursuant to which OIS will issue to AccelMed shares of OIS and
AccelMed (i) will invest $4,000,000 in the 1st installment (the “ 1st
Installment ”), and (ii) have the option to invest an
additional $2,000,000 in the
2nd installment (the “ 2nd Installment ”). A
condition precedent to the closing of the 1st Installment is the
execution of this letter by MTB and OIS which sets forth the
material terms of a new loan agreement (the “ New Loan
Agreement ”) to be entered into by MTB and OIS as
soon as practicable following the execution of the Asset Purchase
Agreement. By affixing their signatures to this letter, MTB and OIS
affirm that they have reached a meeting of the minds on the binding
terms and conditions of the subject matter of this letter and agree
to implement these binding understandings in a definitive New Loan
Agreement in accordance with the terms hereof.
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The conditions and/or precedent
conditions to the New Loan Agreement will be as follows:
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1.
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OIS will be the sole borrower and
therefore will sign the customary loan documents of MTB.
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2.
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The existing charges in favor of MTB
over assets of MediVision and OIS will be amended so they both
secure OIS’ debt to MTB. As a condition to the transferring
of Medivision’s Intellectual Property to OIS, an amendment to
the OIS charge will be made in such manner that the charge will
include such Intellectual Property purchased from MediVision. OIS
will bear all cost with regards to the charges amendments and
executions.
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3.
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Within 14 days following the signing
of the Purchase Agreement, OIS will open a bank account with
MTB’s Main Business Center in Tel Aviv (branch no. 461). A
$750,000 cash deposit will be maintained in such bank account
until June 30, 2010, after which OIS must maintain at least
$375,000 in such account. The deposit shall bear customary
interest.
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4.
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Financial Covenants. (Cash
plus Accounts
Receivables) divided by the amount of indebtedness outstanding under
the New Loan Agreement must be not less than 150%. The meeting of
the covenants will be determined on a quarterly basis based on
quarterly financial reports and yearly audited financials
reports.
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5.
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Principal repayments will be made in
18 equal monthly installments beginnin
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