Exhibit 10.111 - Agreement





	



AGREEMENT 



        AGREEMENT,
dated as of January 14, 2003 (this “Agreement”), among Eos International, Inc.,
a Delaware corporation (the “Corporation”), DL Holdings I, LLC, a Delaware limited
company (“DL Holdings”), and Weichert Enterprise LLC, a Delaware limited
liability company (“Weichert”). 



        WHEREAS,
prior to the execution of this Agreement, DL Holdings and Weichert were the holders of (i)
Secured Bridge Loan Promissory Notes, dated December 14, 2001 as amended, (the
“Notes”), in the aggregate principal amount of $6,500,000 issued by the
Corporation and (ii) common stock purchase warrants, dated December 14, 2001, as amended,
with respect to 2,600,000 shares of common stock, par value $0.01 per share, of the
Corporation (the “Old Warrants”); and 



        WHEREAS,
on the date hereof, the Corporation is paying $4,000,000 of the principal amount of the
Notes from $7,500,000 of proceeds the Corporation is receiving from the sale of its
capital stock to certain investors for cash (the “Issuance Proceeds”); and 



        WHEREAS,
the principal amount of the Notes, and accrued interest thereon, not being paid by the
Corporation on the date hereof is being exchanged for 1,000 shares of Series D
Preferred Stock of the Corporation (the “Series D Preferred Stock”), the
terms and conditions of which are set forth in the Certificate of Designations (the
“Certificate of Designations”), a copy of which is attached hereto; and 



        WHEREAS,
the Corporation is segregating $1,200,000 of the Issuance Proceeds into an account
selected with the approval of DL Holdings and Weichert (the “Redemption
Account”) to be used for the purposes specified herein; and 



        WHEREAS,
the Corporation has amended and restated the Old Warrants by issuing warrants (the
“Warrants”) to purchase an aggregate of 3,000,000 shares, par value $0.01 per
share, of common stock of the Corporation to DL Holdings and Weichert, and the Old
Warrants are thereby replaced by the Warrants; and 



        WHEREAS,
the Corporation, DL Holdings and Weichert (together, the “parties”) entered into
an Amended and Restated Registration Rights Agreement (the “Registration Rights
Agreement”), dated the date hereof; and 



        WHEREAS,
the parties wish to set forth certain agreements among the parties related to the Series D
Preferred Stock which agreements are specific to the parties and therefore are not
included among the terms and conditions set forth in the Certificate of Designations; 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows: 


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         1.       
          Definitions. Capitalized terms used in this Agreement and not otherwise
          defined herein have the meanings assigned to them in the Certificate of
          Designations. 



         2.       
          Issuance and Restrictions. 



         (A)       
          On the date hereof, the Corporation is issuing to (i) DL Holdings, certificates
          representing 538.5 shares of Series D Preferred Stock, and (ii) Weichert,
          certificates representing 461.5 shares of Series D Preferred Stock. All of such
          shares are referred to collectively as the “Issued Shares.” The
          Corporation represents and warrants to DL Holdings and Weichert that (1) the
          Corporation has all requisite corporate power and authority to issue the Issued
          Shares and to perform its obligations hereunder, under the Registration Rights
          Agreement, and under the Certificate of Designations (collectively, the
          “Operative Documents”), (2) upon issuance, the Issued Shares will be
          duly and validly issued, fully paid and non-assessable and entitled to the
          rights and preferences set forth in the Certificate of Designations, (3) the
          execution, delivery and performance by the Corporation of the Operative
          Documents does not contravene or conflict with any law, regulation, order,
          judgment, contract, agreement or other instrument binding on or otherwise
          affecting the Corporation, (4) there are no approvals, authorizations, permits,
          consents or other actions required to be obtained or undertaken by the
          Corporation with respect to the issuance and delivery of the Issued Shares or
          the execution, delivery, and performance by the Corporation of the Operative
          Documents, (5) each of the Operative Documents constitutes the legal, valid and
          binding obligation of the Corporation, enforceable against the Corporation in
          accordance with its terms, and (6) as of the date hereof, the Series D Preferred
          Stock is the only class of preferred stock of the Corporation of which shares
          are outstanding. 



         (B)       
          So long as any shares of the Series D Preferred Stock remain outstanding
          (subject to Section 4(d) hereof), the Corporation shall not pay management fees
          to insiders other than those set forth on Schedule A hereto, or make any
          payment to any Director, Executive Officer, or Known 10% Holder of the
          Corporation, other than as compensation as an employee or director, unless such
          payment is at market rates, terms and conditions determined in the good faith
          judgment of the Board of Directors, except in those instances where such payment
          is required by law or by an agreement in effect on the date hereof by which the
          Corporation is obligated to make such payment. “Executive Officer” for
          purposes of the foregoing shall have the meaning set forth by the Securities and
          Exchange Commission in Rule 3b-7 under the Securities Exchange Act of 1934, as
          amended, on the date hereof, as interpreted in good faith by the Board of
          Directors. “Director” for purposes of the foregoing means an
          individual serving as a director of the Corporation with the right to vote at
          meetings of the Board of Directors and does not include advisory or honorary
          directors. “Known 10% Holder” for purposes of the foregoing means any
          Person or group which at the time the obligation to make such payment is
          incurred is known by a majority of the Board of Directors to own, directly or
          indirectly, 10% or more of the Common Stock of the Corporation. 



         (C)       
          If at any time between the date hereof and the first anniversary of the date
          hereof the Corporation receives a cash dividend or other cash distribution from
          any Subsidiary of the Corporation, then 50% of the Net Dividend (as defined
          below) shall be applied to the redemption of outstanding shares of Series D
          Preferred Stock (to the extent that shares of Series D Preferred Stock are then
          outstanding), with such redemption to take effect as promptly as reasonably
          practical following receipt of the Net Dividend by the Corporation, but in no
          event later than 20 Business Days after receipt of such dividend or
          distribution. “Net Dividend” means the cash amount of the dividend or
          distribution actually received by the Corporation from its Subsidiary, less (x)
          that portion of the dividend or distribution, if any, as to which application to
          redemption of outstanding shares of Series D Preferred Stock would violate any
          agreement with a lender by which the Corporation or any of its Subsidiaries is
          bound, and (y) that portion of the dividend or distribution, if any, which is
          applied by the Corporation (or is intended to be applied by the Corporation, as
          determined in good faith by the Board of Directors) to one or more of the
          following purposes: (i) payments to holders of Series D Preferred Stock, (ii)
          payment of directors and officers insurance or any other corporate insurance
          premiums, (iii) payment of taxes, or (iv) payment of audit, accounting,
          and/or legal fees. 


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         3.       
          Redemption. 



        Funds
on deposit in the Redemption Account shall be used by the Corporation solely for the
purpose of (i) paying Qualified Expenses (as defined below) or (ii) redeeming outstanding
shares of Series D Preferred Stock in accordance with the terms of this Section 3. At any
time prior to the 10th day prior to the 18-month anniversary of the date hereof
(such 18-month anniversary being the “Partial Redemption Date”), upon prior
approval of the Board of Directors, the Corporation may withdraw funds from the Redemption
Account to pay Qualified Expenses. Subject to Section 4(a) hereof, all funds remaining in
the Redemption Account on the Partial Redemption Date shall be applied by the Corporation
on the Partial Redemption Date to the redemption of shares of Series D Preferred Stock.
Procedures for a redemption contemplated by this Section 3 shall be as set forth in
Section 7(C) of the Certificate of Designations. 



        “Qualified
Expenses” mean amounts approved by the Board of Directors and actually expended, or
contractually committed to be expended, by the Corporation during the period beginning on
the date hereof and ending on that date which is 10 days prior to the Partial Redemption
Date, for one or more of the following purposes: (a) compensation (including any
“moving allowances,” or other one-time or sign on bonuses or payments) for
a Chief Executive Officer of the Corporation, for a Chief Financial Officer of the
Corporation, or for accounting staff or consultants, (b) recruiting fees for the
foregoing positions, (c) up-front fees and out-of-pocket costs of acquisitions of
businesses by the Corporation or any Subsidiary, (d) up-front fees and out-of-pocket
costs of refinancing of the bank debt of Subsidiaries of the Corporation, (e) investment
banking fees and costs incurred by the Corporation to raise or attempt to raise additional
funds or for strategic initiatives or acquisitions or proposed acquisitions of businesses,
(f) payments required to be made to avoid an event of default by the Corporation or any
Subsidiary on the debt of the Corporation or any Subsidiary, or (g) any expenditures upon
which the parties mutually agree. On the 90th, 180th,
270th, 360th, and 450th day after the date hereof and on
the tenth day prior to the Partial Redemption Date, the Corporation shall furnish to each
of DL Holdings and Weichert a report setting forth, in reasonable detail, each Qualified
Expense made by the Corporation since the date of the last such report (or since the date
hereof with respect to the first of such reports). The redemption rights provided in this
Section 3 shall be in addition to the rights set forth in the Certificate of Designations. 


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         4.       
          Miscellaneous. 



         (a)       
          Prohibitions on Redemption. Notwithstanding Sections 2(C) or 3
          hereof, the Corporation shall not be required to redeem shares of Series D
          Preferred Stock in violation of any law to which the Corporation is subject or
          in circumstances in which such redemption would violate any agreement between
          the Corporation and holders of Senior Debt of the Corporation. “Senior
          Debt” means indebtedness of the Corporation or any of its Subsidiaries for
          borrowed money incurred after the date hereof, but does not include indebtedness
          of Subsidiaries of the Corporation for borrowed money for which the Corporation
          is not also obligated. After the date hereof, the Corporation shall not incur
          Senior Debt that specifically prevents the Corporation from redeeming Series D
          Preferred Stock as provided in this Agreement or the Certificate of Designations
          of Series D Preferred Stock without the approval of the holders of a majority of
          Series D Preferred Stock. 



         (b)       
          Amendments and Waivers. Except as otherwise provided herein, the
          provisions of this Agreement may not be amended, modified or supplemented, and
          waivers or consents to departures from the provisions hereof may not be given
          unless consented to in writing by each of the parties. 



         (c)       
          Notices. All notices, demands and other communications provided for or
          permitted hereunder shall be made in writing and shall be made by registered or
          certified first-class mail, return receipt requested, telecopier, courier
          service or personal delivery: 











		
	         
         (i)  
if to the Corporation:	
	                           
	                           Eos International, Inc.
	                           888 Seventh Avenue
	                           New York, New York 10106
	                           Telecopy: 212-554-9873
	                           Attention: James M. Cascino
	                           Chief Executive Officer
	                  
	                  with a copy to:
	                  
	                           Pitney, Hardin, Kipp & Szuch LLP
	                           Park Avenue at Morris County
	                           P.O. Box 1945
	                           Morristown, New Jersey 07962
	                           Telecopy:  973-966-1550	
	                           Attention:  Frank E. Lawatsch
	                  
	        
          (ii)   if to DL Holdings, at its address as it
                           appears on the record books of the Corporation.	
	                  
	                  with a copy to:
	                  
	                           Paul, Weiss, Rifkind, Wharton & Garrison
	                           1285 Avenue of the Americas
	                           New York, New York 10019-6064
	                           Telecopy:  (212) 757-3990
	                           Attention:  Carl Reisner
	
         
         (iii)  
if to Weichert, at its address as it appears
                           on the record books of the Corporation.
	                  
	
	







	


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All such notices, demands and other
communications shall be deemed to have been duly given when delivered by hand, if
personally delivered; when delivered by courier, if delivered by commercial courier
service; five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 4(b) designate another address or Person for
receipt of notices hereunder. 



         (d)       
          Successors; Third Party Beneficiaries; No Assignment or Transfer of
          Rights.   This Agreement shall inure to the benefit of and be binding upon the
          successors of the parties hereto. No person other than the parties hereto and
          their successors is intended to be a beneficiary of this Agreement. If either
          Weichert or DL Holdings shall sell or otherwise transfer all or a portion of
          their shares of Series D Preferred Stock to any Person other than (i) as part of
          a sale or transfer of the entire business of Weichert or DL Holdings, as the
          case may be, or (ii) a sale or transfer to an entity with respect to which
          Weichert or DL Holdings holds all Voting Power, then this Agreement shall
          automatically terminate with respect to the party (Weichert or DL Holdings)
          making such transfer, and such party shall have no further rights hereunder and
          its transferee shall have no rights hereunder and shall not be deemed to be a
          third party beneficiary hereof. 



         (e)       
          Counterparts.   This Agreement may be executed in any number of
          counterparts and by the parties in separate counterparts, each of which when so
          executed shall be deemed to be an original and all of which taken together shall
          constitute one and the same agreement. 



         (f)       
          Headings.   The headings in this Agreement are for convenience of reference
          only and shall not limit or otherwise affect the meaning hereof. 



         (g)       
          GOVERNING LAW.   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
          PRINCIPLES OF CONFLICTS OF LAW THEREOF. 



         (h)       
          Severability.   If any one or more of the provisions contained herein, or
          the application thereof in any circumstance, is held invalid, illegal or
          unenforceable in any respect for any reason, the validity, legality and
          enforceability of any such provision in every other respect and of the remaining
          provisions hereof shall not be in any way impaired, unless the provisions held
          invalid, illegal or unenforceable shall substantially impair the benefits of the
          remaining provisions hereof. 



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         (i)       
          Rules of Construction.   Unless the context otherwise requires, references
          to sections or subsections refer to sections or subsections of this Agreement. 



         (j)       
          Entire Agreement.   This Agreement is intended by the parties as a final
          expression of their agreement and intended to be a complete and exclusive
          statement of the agreement and understanding of the parties hereto with respect
          to the subject matter contained herein as a supplement to the Certificate of
          Designations applicable to Weichert and DL Holdings. There are no restrictions,
          promises, representations, warranties or undertakings with respect to the
          subject matter contained herein, other than those set forth or referred to
          herein. This Agreement supersedes all prior agreements and understandings among
          the parties with respect to such subject matter. 



         (k)       
          Further Assurances.   Each of the parties shall execute such documents and
          perform such further acts as may be reasonably required or desirable to carry
          out or to perform the provisions of this Agreement. 



         (l)       
          Investor Representations.   Each of Weichert or DL Holdings makes to the
          Corporation on its own behalf the representations and warranties set forth on
          Schedule B hereto (the “Investor Representations”). Each of
          Weichert or DL Holdings acknowledge that the Corporation is relying on the
          Investor Representations in issuing the Series D Preferred Stock to it without
          registration under federal and state securities laws. 



        IN
WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this
Registration Rights Agreement on the date first written above. 













			EOS INTERNATIONAL, INC.



By:  PETER A. LUND
——————————————

Name:  Peter A. Lund

Title:    Chairman
       







			DL HOLDINGS I, LLC



By:  MARC SCHWARTZ
——————————————

Name:  Marc Schwartz

Title:    Vice President
       






			WEICHERT ENTERPRISE LLC



By:  GERALD CROTTY
——————————————

Name:  Gerald Crotty

Title:    President
       








	


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Schedule A 



MANAGEMENT AGREEMENTS 



See attached. 






[Attachments to Schedule A, which have
been filed with the SEC as exhibits
 to prior Company filings, are omitted.] 







































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Schedule B 



INVESTOR
REPRESENTATIONS AND WARRANTIES 



        Each
of DL Holdings and Weichert (each, a “Purchaser”) for itself hereby represents
and warrants to the Corporation that: 



        Purchase
Entirely for Own Account.  The Series D Preferred Stock and Warrants to be
received by the Purchaser and the Common Stock issuable upon conversion of the Warrants
(collectively, the “Securities”) will be acquired for investment for the
Purchaser’s own account, not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof, and that the Purchaser has no present intention of
selling, granting any participation in, or otherwise distributing the same in violation of
the Securities Act of 1933, as amended (the “Act”). The Purchaser does not
presently have any contract, undertaking, agreement or arrangement with any person to
sell, transfer or grant participation’s to such person or to any third person, with
respect to any of the Securities. 



        Disclosure
of Information.  The Purchaser has: (i) received the information it
considers necessary or appropriate for deciding whether to acquire the Securities; and
(ii) had an opportunity to ask questions and receive answers from the Corporation
regarding the terms and conditions of the offering of the Securities and the business,
properties, prospects and financial condition of the Corporation. 



        Investment
Experience.  The Purchaser is an investor in securities of companies in the
development stage and acknowledges that it is able to fend for itself, can bear the
economic risk of its investment, and has such knowledge and experience in financial or
business matters that it is capable of evaluating the merits and risks of the investment
in the Securities. The Purchaser has not been organized for the purpose of acquiring the
Securities. 



        Accredited
Investor.  Weichert is an “accredited investor” within the meaning
of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as
presently in effect and DL Holdings has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of investing in the
Securities. 



        Restricted
Securities.  The Purchaser understands that the Securities it is purchasing
are characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Corporation in a transaction not involving a
public offering and that under such laws and applicable regulations such Securities may be
resold without registration under the Act, only in certain limited circumstances. In this
connection, the Purchaser represents that the Purchaser is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations imposed thereby and by the
Act. 



        Further
Limitations on Disposition.  Without in any way limiting the representations
set forth above, the Purchaser further agrees not to make any disposition of all or any
portion of the Securities unless and until 




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         (a)       
          There is then in effect a registration statement under the Act covering such
          proposed disposition and such disposition is made in accordance with such
          registration statement; or 



         (b)       
          (i) The Purchaser shall have notified the Corporation of the proposed
          disposition and shall have furnished the Corporation with a detailed statement
          of the circumstances surrounding the proposed disposition, and (ii) if
          reasonably requested by the Corporation, the Purchaser shall have furnished the
          Corporation with an opinion of counsel, reasonably satisfactory to the
          Corporation, that such disposition will not require registration under the Act. 



        Legends.  The
Purchaser understands that the Securities, and any securities issued in respect thereof or
exchange therefor, may bear one or all of the following legends: 



         (a)       
          “These securities have not been registered under the Securities Act of
          1933. 



They may not be sold, offered for
sale, pledged or hypothecated in the absence of a registration statement in effect with
respect to the securities under such Act or an opinion of counsel satisfactory to the
Corporation that such registration is not required or unless sold pursuant to Rule 144 of
such Act.” 



         (b)       
          Any legend required by the Blue Sky laws of any state to the extent such laws
          are applicable to the shares represented by the certificate so legended. 



        Securities
Speculative in Nature. The Purchaser is aware that an investment in the Securities is
speculative and involves a high degree of risk. The Purchaser has assumed that it may have
to bear the entire economic risk of its investment in the Securities for an indefinite
period of time. The Purchaser understands that an investment in the Securities should only
be made by an investor who can afford the loss of its entire investment and whose
financial condition would not be materially adversely effected if such loss is actually
sustained, and the Purchaser represents and warrants that it is that type of investor. The
Purchaser acknowledges that it does not anticipate that the Securities will achieve,
initially or over time, a specific rate of return of appreciation in value. 



        No
Advertising. The Purchaser is not participating in the purchase of the Securities as a
result of or subsequent to any advertisement, article, notice or communication published
in any newspaper, magazine, the internet or similar media or broadcast over television,
radio or the internet, or any seminar or meeting whose attendees have been invited by
general solicitation or advertising. 



        Questions
and Other Matters. The Purchaser has had full opportunity to ask questions of and to
receive satisfactory answers from the Corporation about the Corporation, the Securities
and the operations of the Corporation, and all questions have been answered to the
satisfaction of the Purchaser. The Purchaser has been provided with an adequate
opportunity to obtain any additional information concerning the Corporation, the
Securities and the operations of the Corporation as it has requested. 


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