Exhibit 10.109 - Agreement between Eos and DL Holdings dated December 31, 2002





	



AGREEMENT



This Agreement (this “Agreement”)
is made as of December 31, 2002, by and between EOS International, Inc., a Delaware
corporation (formerly dreamlife, inc.) (“EOS”) and DL Holdings I, L.L.C. a
Delaware limited liability company (“DL”). 





RECITALS



     A.
Reference is made to the Secured $3,500,000 Bridge Loan Promissory Note dated as of
December 14, 2001, as amended, issued by EOS to DL (the “Note”) and the Secured
$3,000,000 Bridge Loan Promissory Note dated as of December 14, 2001, as amended, issued
by EOS to Weichert Enterprises, LLC (the “Weichert Note”).  



     B.
Reference is made to the Warrant to purchase common stock of EOS dated as of December 14,
2001, as amended, issued by EOS to DL (the “Warrant”). 



     C. EOS
and DL desire to further amend the Note and the Warrant on the terms set forth herein. 



     EOS
and DL hereby agree as follows:  











			1.  		The
Note Amendments. 







	



     Extension
of Maturity Date. The reference to “December 31, 2002” in the definition of “Maturity
Date” set forth in Section 1 of the Note, as amended, is hereby deleted and in its
place inserted “January 31, 2002.” 



     Reference
to Warrant. The reference to “January 1, 2003” in Section 2(b) of the Note, as
amended, is hereby deleted and in its place inserted “February 1, 2003.” 












			2.  		The
Warrant Amendments. 








	



     Amendments
Relating to Section 5. If the Note and the Weichert Note are repaid in full on or
prior to January 31, 2003, then Section 5.2 of the Warrant is deleted in its entirety and in
its place inserted “[intentionally omitted]” and the reference to Section 5.2 in
Section 5.4 is deleted without any further action by the parties hereto in each case
effective April 15, 2002. Notwithstanding Section 5.2, no adjustment provided for therein
shall be made during the period of April 15, 2002 through and including January 31, 2003 but
if the Note and the Weichert Note are not paid in full on or before January 31, 2003, then
any adjustment which would have been made pursuant to Section 5.2 but for this sentence
shall thereupon be made effective February 1, 2003.  



     Deletion
of Definitions. If the Note and the Weichert Note are repaid in full on or prior to
January 31, 2003, then Section 9 of the Warrant is amended by deleting therefrom the
following definitions: “Fair Market Value,” “Issue Date,” “New
Issuance,” “New Issue Price” and “Relevant Date” in each case
effective April 15, 2002.  



     Amendment
of Exercise Period. The definition of “Exercise Period” set forth in Section
9 of the Warrant is hereby amended to mean the period from February 1, 2003 to February 1,
2008.  














     Amendment
of Introductory Paragraph. The introductory paragraph of the Warrant is amended by
adding after the words “$2.95 per share”, the following words “, provided
however, that if the Company sells any Common Stock for its own account during the period
from April 15, 2002 through and including January 31, 2003 for cash in a private placement
or public offering (a “Qualifying Sale”), then the exercise price per share
shall be the weighted average cash price paid for each share of Common Stock (without
reduction for any fees or expenses including placement agent fees and expenses and/or
underwriters’ discounts or commissions and without allocation of any cash
consideration received by the Company in such a transaction to any warrants or options to
purchase Common Stock or any registration rights granted by the Company in any Qualifying
Sale) (except in no event will sales under written agreements by the Company to sell the
Common Stock existing on April 15, 2002 be a Qualifying Sale).” 



[SIGNATURE PAGE
FOLLOWS]
















     IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first above written.  










	DL HOLDINGS I, L.L.C.



By:        MARC SCHWARTZ 
——————————————

Name:    Marc Schwartz

Title:      Vice President		EOS INTERNATIONAL, INC.



By:        JAMES M. CASCINO
——————————————

Name:    James M. Cascino
Title:      President and CEO