ex9915to13da807434002

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of LCA-Vision Inc., a Delaware corporation (the “Company”);

WHEREAS, Dr. Stephen N. Joffe, Craig P.R. Joffe, Alan H. Buckey, Jason Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman wish to form a group for the purpose of soliciting written consents or proxies to elect Dr. Stephen N. Joffe, Jason Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman, or any other person designated by the undersigned (collectively, the “Nominees”), as directors of the Company and taking all other action necessary or advisable to achieve the foregoing.

NOW, IT IS AGREED, this 16th day of January 2009 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of soliciting written consents or proxies to elect the Nominees, or any other person designated by The LCA-Vision Full Value Committee, as directors of the Company, and taking all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

4. Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey agree to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in the Solicitation. Notwithstanding the foregoing, Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without prior written approval; or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or threatened litigation without prior written approval.

5. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he deems appropriate, in his sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and for Dr. Stephen N. Joffe, Craig P.R. Joffe and Alan H. Buckey relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	*
	DR. STEPHEN N. JOFFE

	*
	CRAIG P.R. JOFFE

	*
	ALAN H. BUCKEY

	/s/ Andrew Freedman
	*By: Andrew Freedman, as Attorney-in-Fact



	/s/ Jason T. Mogel
	JASON T. MOGEL



	/s/ Robert Probst
	ROBERT PROBST



	/s/ Edward J. VonderBrink
	EDWARD J. VONDERBRINK



	/s/ Robert H. Weisman
	ROBERT H. WEISMAN