Semiconductor Laser International Corp Watch

from S-3/A 1 page Form of Voting Proxy

from S-3/A 1 page Amendment to Option Agreement

from S-3/A 1 page [Letterhead of Rubin Baum Levin Constant & Friedman] October 27, 1997 Frank R. Cohen, Esq. Cohen & Cohen 445 Park Avenue - 15th Floor New York, New York 10022 Re: Semiconductor Laser International Corporation ("Sli") Dear Frank: Reference Is Made to My Letter to You Dated October 24, 1997. Pursuant to the Terms of That Letter, $500,000 Was Wired to Sli on October 24, 1997. the Initial Closing With Respect to the Private Placement of 2,000,000 Shares of Convertible Preferred Stock Is Taking Place Today, October 27, 1997, So That the Total Raised in the Initial Closing Is $1,487,500.00. the Amount Due at the Second Closing Is Also $1,487,500.00. It Has Been Agreed That the Option to Increase the Private Placement From 2,000,000 Shares of Convertible Preferred Stock to 3,000,000 Shares of Convertible Preferred Stock Has Been Terminated. in Lieu of Such Option It Has Been Agreed That Your Clients Will Have the Option, Exercisable During the 90 Day Period Following the Completion of the Second Closing to Purchase Up to 1,000,000 Shares of Sli Common Stock at a Price of $1.75 Per Share. Such Shares Will Not Be Registered but Will Have Piggy Back Registration Rights. Exercise of This Option Can Be Effected by Notice to Sli Accompanied by the Wire Transfer of Immediately Available Funds to Sli. <page> Rubin Baum Levin Constant & Friedman Frank R. Cohen, Esq. October 27, 1997 Page 2 Will You Please Acknowledge the Terms of This Agreement on Behalf of Your Clients by Signing in the Space Indicated Below and Return It to Me. Sincerely, Walter M. Epstein Gtb/Vjb the Undersigned on Behalf of Investors of State Street Securities, Inc. Hereby Agrees to and Acknowledges the Terms of This Letter By: Frank R. Cohen the Undersigned on Behalf of Semiconductor Laser International Corporation Hereby Agrees to and Acknowledges the Terms of This Letter By: Geoffrey T. Burnham

from S-3/A ~10 pages Subscription Agreement

from S-3/A ~5 pages Common Stock Purchase Warrant

from S-3/A 1 page Certificate of Correction

from S-3 ~5 pages Form of MDC Warrant

from S-3 1 page Indenture or similar

from S-3 1 page Ceritificate of Correction of Certificate of Designations of Series a 8% Convertible Preferred Stock of Semiconductor Laser International Corporation Pursuant to Sections 103(f) and 151 of the General Corporation Law of the State of Delaware Semiconductor Laser International Corporation, a Corporation Organized Under the Laws of Delaware, Hereby Certifies as Follows: 1. That the Certificate of Designations of Series a 8% Convertible Preferred Stock of Semiconductor Laser International Corporation, a Delaware Corporation, Which Was Filed With the Secretary of State of the State of Delaware on October 16, 1997 at 9:00 A.M., as Corrected on October 24, 1997, Is an Inaccurate Record in Certain Respects of the Corporate Action Referred to Therein and Said Certificate of Designations Requires Correction as Permitted by Subsection (F) of Section 103 of the General Corporation Law of the State of Delaware. 2. That Said Certificate of Designations Was Inaccurate in That the Phrase Conversion Date Set Forth in Section 3(a)(ii) Thereof Is Incorrect and Section 3(a)(ii) in Its Correct Form Is as Follows: "(II) After December 5, 1997, the Number of Shares of Series a Preferred Stock Equal to the Number of Shares of Series a Preferred Stock Being Converted Divided by the Average Market Price of the Common Stock for the Five (5) Consecutive Trading Days Immediately Prior to the Conversion Date, Multiplied by 70%." <page> in Witness Whereof, Semiconductor Laser International Corporation Has Caused This Certificate to Be Signed on Its Behalf by Geoffrey T. Burnham, Its President, This 4th Day of November , 1997. Semiconductor Laser International Corporation By: /S/ Geoffrey T. Burnham Name: Geoffrey T. Burnham Title: President Attest: /S/ Walter M. Epstein - Name: Walter M. Epstein Title: Assistant Secretary - 2

from S-3 ~10 pages Corrected Certificate of Designations