Exhibit 10.110 - Agreement between Eos, Weichert and DL 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”), Weichert Enterprises, LLC, a
Delaware limited liability company (“Weichert”) and DL Holdings I, LLC, a
Delaware limited liability company (“DL Holdings”).  



RECITALS



     A.
Reference is made to the Registration Rights Agreement by and among EOS, Weichert and DL
Holdings dated as of December 14, 2001, as amended (the “Registration Rights Agreement”). 



     B.
EOS, Weichert and DL Holdings desire to further amend the Registration Rights Agreement
on the terms set forth herein. 



     EOS,
Weichert and DL Holdings hereby agree as follows:  



The Registration
Rights Agreement Amendments.



     Amendments
to Section 9(c). The next to last sentence of Section 9(c) shall be amended to add at
the end thereof the words “, provided, however, that if the Call Notice is given
prior to January 31, 2003, the Call Notice may be given on at least one (1) day’s prior
written notice (which notice shall be irrevocable) of the Company’s intention to
exercise its repurchase right set forth in this Section 9(c), specifying the Call Closing
Date which in such event shall be not less than one (1) day nor more than ten (10) days
after the date of the Call Notice.” 



     Amendments
Relating to Section 9(e). Section 9(e) is deleted in its entirety and replaced with
the following: “Subject to the provisions of Section 9(g), the repurchase price (the
“Repurchase Price”) for the Warrants which are to be repurchased by the Company
pursuant to Section 9(a) or Section 9(c) shall be (i) $0.30 per share, if the repurchase
occurs on or prior to June 7, 2002; (ii) $0.45 per share, if the repurchase occurs after
June 7, 2002 but prior to June 28, 2002; (iii) $0.60 per share, if the repurchase occurs
after June 28, 2002 but prior to July 19, 2002; (iv) $0.75 per share, if the repurchase
occurs after July 19, 2002 but prior to August 14, 2002; and (v) $0.90 per share, if the
repurchase occurs after August 14, 2002; provided, that, the Company shall
not be required to make any such repurchase prior to the earlier of (i) the date on which
the Notes are paid in full, and (ii) February 1, 2003.” 



     Amendments
to Section 9(g). The first sentence of Section 9(g) shall be deleted in its entirety and
replaced with the following: “If all amounts owing under the Notes have not been paid in
full on or prior to January 31, 2003, the Company absolutely, unconditionally and irrevocably
promises to authorize, issue, sell and deliver to the Designated Holders on such date, and on
each 30th day thereafter that such payment has not occurred, warrants to purchase an aggregate
of 16,667 shares of Common Stock (with 53.8461% of such warrants being issued to DL Holdings,
and the balance being issued to Weichert) for each day after January 31, 2003 that all amounts
owing under the Notes remain unpaid.” 






[SIGNATURE PAGE
FOLLOWS]
















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












	WEICHERT ENTERPRISES, LLC



By:         GERALD C. CROTTY 
——————————————

Name:    Gerald C. Crotty

Title:      President		EOS INTERNATIONAL, INC.



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

Name:    James M. Cascino
Title:      President and CEO 







	DL HOLDINGS I, L.L.C.



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

Name:    Marc Schwartz

Title:      Vice President