EXHIBIT 17.2
------------
February 9, 2005
CERTIFIED MAIL
Mr. Brian Vodicka
1311 Spyglass Drive
Austin, TX 78746
Dear Brian:
We received your letter of resignation on February 7, 2005 and, although we
are sorry you believe at this time you need to resign from the Board of
Directors of DOBI Medical International, Inc., I, as Chairman of the Board,
accept your resignation.
We wish to remind you of your statutory and fiduciary obligations as a
former director of DOBI Medical as expressed by Delaware law and as outlined in
our Corporate Governance Manual that you have twice received. We also wish to
inform you that your obligations of confidentiality to the Company, as contained
in the Confidentiality and Non-Disclosure Agreement executed as of August 24,
2004 (a copy of which is attached), remain in full force and effect through
February 7, 2007.
In accordance with Section 7 of the Confidentiality and Non-Disclosure
Agreement, the Company hereby makes formal request that you promptly return to
the Company (to the attention of Frank M. Puthoff, Esq.) all materials that you
have received from the Company, together with any copies, summaries or notes
that may have been made. In addition, as to any material that you have misplaced
or lost, or which may have been destroyed, attached is an affidavit to be signed
by you, notarized and promptly returned to the Company affirming that you have
returned all materials and copies thereof, in whatever form or media, and which
you may have provided to any Representatives (as such term is defined in the
Confidentiality and Non-Disclosure Agreement) in connection with the limited
purposes of the Confidentiality and Non-Disclosure Agreement.
We would also remind you that you are considered an "affiliate" for a
period of three months after the effective date of your resignation date
pursuant to Rule 144(k). Thus, you still need to comply with applicable SEC
regulations and reporting requirements, and with the Company's Insider Trading
Policy (a copy which you have and which is also available on the Company's
website), until such three-month period has expired.
You may be required to file an exit Form 5 pursuant to Item 1(b) of the
Form 5 General Instructions that Mr. Puthoff had provided you, or Form 4s or 5s
as the applicable rules may so provide. We will file these forms for you
electronically if you wish upon your specific written request. Finally, we
expect you to complete the Directors and Officers Questionnaire for 2004 which
was due by January 26, 2005.
We trust that we can count on your cooperation with respect to these final
matters.
Sincerely yours,
/s/ Robert Machinist
-----------------------------------
Robert Machinist
Chairman of the Board of Directors
DOBI Medical International, Inc.
cc: Frank M. Puthoff, Esq.
1200 MACARTHUR BLVD O MAHWAH, NJ 07430 O (201)760-6464 MAIN O (201)760-8860 FAX
WWW.DOBIMEDICAL.COM
AFFIDAVIT OF COMPLIANCE
I, Brian Vodicka, being duly sworn, depose and say as follows:
1. I am over the age of 21 years and acknowledge that as a nominee to and
as a member of the Board of Directors of DOBI Medical International, Inc., I had
access to and was provided from time to time, both orally and in writing,
confidential, non-public information. I am furnishing this affidavit and
undertaking to DOBI Medical International, Inc. representing that I have either
promptly returned to DOBI Medical all materials and all copies thereof in my
possession or control or which I may have furnished to my Representatives
pursuant to the Confidentiality and Non-Disclosure Agreement, in whatever form
or media, containing any and all such "Confidential Information", as defined and
in compliance with the Confidentiality and Non-Disclosure Agreement executed by
me as of August 24, 2004;
2. As to any such Confidential Information and copies thereof which I have
not returned because it has been misplaced, destroyed, or lost, I have made
diligent search for the any and all such Confidential Information and all copies
thereof, in whatever form or media, including any and all such Confidential
Information which I may have furnished to my Representatives pursuant to the
Confidentiality and Non-Disclosure Agreement, and I have been unable to find or
recover them.
3. I hereby agree that if I find or otherwise recover any such Confidential
Information and copies thereof, I will, without further consideration,
immediately deliver it or cause it to be delivered to DOBI Medical.
___________________________
Brian Vodicka
State of ____________________, County of _______________): ss.:
Sworn to before me this__ day of February, 2005
__________________________________
Notary Public