Exhibit 1
PRIMEVISION HEALTH, INC.
First Union Capital Center
000 Xxxxxxxxxxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000
As of January 29, 2000
VIA FACSIMILE (000) 000-0000
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Mr. Xxxxxx Xxxxx
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
As you know, PrimeVision Health, Inc. (the "Company") and you are
parties to a voting agreement (the "Agreement") pursuant to which you granted,
for the benefit of the Company, to the Company's representatives a proxy to vote
what are now shares of OptiCare Eye Health Systems, Inc. on all matters to be
submitted to the shareholders of OptiCare Health Systems.
The Agreement was entered into for the Company's benefit in order to
induce it to enter into a certain merger agreement. The Company no longer has
any purpose or reason to retain the voting rights and, accordingly, as of the
date hereof waives any additional benefits it a may have under the agreement and
relinquishes any right it may have to vote or influence the voting of the shares
of the Company's Common Stock which were subject to the Agreement. Accordingly,
the Agreement is hereby terminated.
PRIME VISION HEALTH, INC.
By:
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