Exhibit 10.112 - Amended and Restated Registration Rights Agreement





	





AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT 



among 



EOS INTERNATIONAL, INC. 

(formerly dreamlife, inc.) 




DL HOLDINGS I, LLC 



and 



WEICHERT ENTERPRISE LLC 



     



Dated:  as of January
14, 2003 



     


















	




AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT 



        AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2003 (this
“Agreement”), among Eos International, Inc. (formerly dreamlife, inc.), a
Delaware corporation (the “Company”), DL Holdings I, LLC, a Delaware limited
company (“DL Holdings”), and Weichert Enterprise LLC, a Delaware limited
liability company (“Weichert”). 



        WHEREAS,
the Company has issued amended and restated warrants (the “Warrants”) to
purchase an aggregate of 3,000,000 shares, par value $0.01 per share, of common stock of
the Company to DL Holdings and Weichert; and 



        WHEREAS,
in connection with the original issuance of the Warrants, the Company agreed to grant
registration rights and certain other rights with respect to the Warrants and the
Registrable Securities (as hereinafter defined) as set forth in this Agreement. 



        WHEREAS,
the parties hereto wish to amend and restate the terms of the Registration Rights
Agreement among them, dated as of December 14, 2001, as amended. 



        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 hereto agree as follows: 



         1.       
          Definitions. As used in this Agreement, and unless the context requires a
          different meaning, the following terms have the meanings indicated: 



        “Agreement”
mean this Agreement as the same may be amended, supplemented or modified in accordance
with the terms hereof. 



        “Approved
Underwriter” has the meaning set forth in Section 3(f) of this Agreement. 



        “Board
of Directors” means the Board of Directors of the Company. 



        “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial
banks in the State of New York are authorized or required by law or executive order to
close. 



        “Commission”
means the Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act. 



        “Common
Stock” means the Common Stock, par value $0.01 per share, of the Company or any
other capital stock of the Company into which such stock is reclassified or reconstituted
and any other common stock of the Company. 



        “Company”
has the meaning set forth in the preamble to this Agreement. 



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        Company
Underwriter” has the meaning set forth in Section 4(a) of this Agreement. 



        “Demand
Registration” has the meaning set forth in Section 3(a) of this Agreement. 



        “Designated
Holder” means each of DL Holdings, Weichert and any transferee of any of them to
whom Registrable Securities have been transferred, other than a transferee to whom
Registrable Securities have been transferred pursuant to a Registration Statement under
the Securities Act or Rule 144 or Regulation S under the Securities Act (or any successor
rule thereto). 



        “DL
Holdings” has the meaning set forth in the preamble to this Agreement. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder. 



        “Holders’
Counsel” has the meaning set forth in Section 6(a)(i) of this Agreement. 



        “Incidental
Registration” has the meaning set forth in Section 4(a) of this Agreement. 



        “Indemnified
Party” has the meaning set forth in Section 7(c) of this Agreement. 



        “Indemnifying
Party” has the meaning set forth in Section 7(c) of this Agreement. 



        “Initiating
Holders” has the meaning set forth in Section 3(a) of this Agreement. 



        “Inspector”
has the meaning set forth in Section 6(a)(vii) of this Agreement. 



        “Liability” has
the meaning set forth in Section 7(a) of this Agreement. 



        “NASD”
means the National Association of Securities Dealers, Inc. 



        “Person”
means any individual, firm, corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint stock company, limited
liability company, government (or an agency or political subdivision thereof) or other
entity of any kind, and shall include any successor (by merger or otherwise) of such
entity. 



        “Records”
has the meaning set forth in Section 6(a)(vii) of this Agreement. 



        “Registrable
Securities” means each of the following: (a) any and all shares of Common Stock
owned by the Designated Holders or issued or issuable upon the exercise of the Warrants
and any shares of Common Stock issued or issuable upon conversion of any shares of
preferred stock or exercise of any warrants acquired by any of the Designated Holders
after the date hereof and (b) any shares of Common Stock issued or issuable to any of the
Designated Holders with respect to the Registrable Securities by way of stock dividend or
stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise and any shares of Common Stock or
voting common stock issuable upon conversion, exercise or exchange thereof. 


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        “Registration
Expenses” has the meaning set forth in Section 6(d) of this Agreement. 



        “Registration Statement”
means a Registration Statement filed pursuant to the Securities Act. 



        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder. 



        “Valid
Business Reason” has the meaning set forth in Section 3(a) of this Agreement. 



        “Warrants”
has the meaning set forth in the preamble to this Agreement. 



        “Weichert” has
the meaning set forth in the preamble to this Agreement. 



         2.       
          General; Securities Subject to this Agreement. 



         (a)       
          Grant of Rights. The Company hereby grants registration rights to the
          Designated Holders upon the terms and conditions set forth in this Agreement. 



         (b)       
          Registrable Securities. For the purposes of this Agreement, Registrable
          Securities will cease to be Registrable Securities, when (i) a Registration
          Statement covering such Registrable Securities has been declared effective under
          the Securities Act by the Commission and such Registrable Securities have been
          disposed of pursuant to such effective Registration Statement, (ii) (x) the
          entire amount of the Registrable Securities owned by a Designated Holder may be
          sold in a single sale, in the opinion of counsel satisfactory to the Company and
          such Designated Holder, each in their reasonable judgment, without any
          limitation as to volume pursuant to Rule 144 (or any successor provision then in
          effect) under the Securities Act or (y) such Designated Holder owning such
          Registrable Securities owns less than one percent (1%) of the outstanding shares
          of Common Stock on a fully diluted basis, or (iii) the Registrable Securities
          are proposed to be sold or distributed by a Person not entitled to the
          registration rights granted by this Agreement. 



         (c)       
          Holders of Registrable Securities. A Person is deemed to be a holder of
          Registrable Securities whenever such Person owns of record Registrable
          Securities, or holds an option to purchase, or a security convertible into or
          exercisable or exchangeable for, Registrable Securities whether or not such
          acquisition or conversion has actually been effected. If the Company receives
          conflicting instructions, notices or elections from two or more Persons with
          respect to the same Registrable Securities, the Company may act upon the basis
          of the instructions, notice or election received from the registered owner of
          such Registrable Securities. Registrable Securities issuable upon exercise of an
          option or upon conversion of another security shall be deemed outstanding for
          the purposes of this Agreement. 



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         3.       
          Demand Registration. 



         (a)       
          Request for Demand Registration. At any time, commencing on the date the
          Warrant is exercisable in accordance with its terms, any Designated Holder (the
          “Initiating Holders”), may make a written request to the Company to
          register, and the Company shall register, under the Securities Act (other than
          pursuant to a Registration Statement on Form S-4 or S-8 or any successor
          thereto) (a “Demand Registration”), the number of Registrable
          Securities stated in such request; provided, however, that the
          Company shall not be obligated to effect more than two such Demand Registrations
          for DL Holdings and more than two such Demand Registrations for Weichert, nor
          more than four demand registrations in the aggregate. For purposes of the
          preceding sentence, two or more Registration Statements filed in response to one
          demand shall be counted as one Demand Registration. If the Board of Directors,
          in its good faith judgment, determines that any registration of Registrable
          Securities should not be made or continued because it would materially interfere
          with any material financing, acquisition, corporate reorganization or merger or
          other material transaction involving the Company (a “Valid Business
          Reason”), the Company may postpone filing a Registration Statement relating
          to a Demand Registration until such Valid Business Reason no longer exists, but
          in no event for more than ninety (90) days. The Company shall give written
          notice of its determination to postpone a Registration Statement and of the fact
          that the Valid Business Reason for such postponement no longer exists, in each
          case, promptly after the occurrence thereof. Notwithstanding anything to the
          contrary contained herein, the Company may not postpone a filing under this
          Section 3(a) more than once in any twelve (12) month period. Each request for a
          Demand Registration by the Initiating Holders shall state the amount of the
          Registrable Securities proposed to be sold and the intended method of
          disposition thereof. 



         (b)       
          Incidental or “Piggy-Back” Rights with Respect to a Demand
          Registration. Each of the Designated Holders (other than Initiating Holders
          which have requested a registration under Section 3(a)) may offer its or his
          Registrable Securities under any Demand Registration pursuant to this Section
          3(b). Within five (5) days after the receipt of a request for a Demand
          Registration from an Initiating Holder, the Company shall (i) give written
          notice thereof to all of the Designated Holders (other than Initiating Holders
          which have requested a registration under Section 3(a)) and (ii) subject to
          Section 3(e), include in such registration all of the Registrable Securities
          held by such Designated Holders from whom the Company has received a written
          request for inclusion therein within ten (10) days of the receipt by such
          Designated Holders of such written notice referred to in clause (i) above. Each
          such request by such Designated Holders shall specify the number of Registrable
          Securities proposed to be registered. The failure of any Designated Holder to
          respond within such 10-day period referred to in clause (ii) above shall be
          deemed to be a waiver of such Designated Holder’s rights under this Section
          3 with respect to such Demand Registration. Any Designated Holder may waive its
          rights under this Section 3 prior to the expiration of such 10-day period by
          giving written notice to the Company, with a copy to the Initiating Holders. 



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         (c)       
          Effective Demand Registration. The Company shall use its best efforts to
          cause any such Demand Registration to become and remain effective not later than
          sixty (60) days after it receives a request under Section 3(a) hereof. A
          registration shall not constitute a Demand Registration until it has become
          effective and remains continuously effective for the lesser of (i) the period
          during which all Registrable Securities registered in the Demand Registration
          are sold and (ii) 120 days; provided, however, that a registration
          shall not constitute a Demand Registration if (x) after such Demand Registration
          has become effective, such registration or the related offer, sale or
          distribution of Registrable Securities thereunder is interfered with by any stop
          order, injunction or other order or requirement of the Commission or other
          governmental agency or court for any reason not attributable to the Initiating
          Holders and such interference is not thereafter eliminated or (y) the conditions
          specified in the underwriting agreement, if any, entered into in connection with
          such Demand Registration are not satisfied or waived, other than by reason of a
          failure by the Initiating Holders. 



         (d)       
          Expenses. The Company shall pay all Registration Expenses in connection
          with a Demand Registration, whether or not such Demand Registration becomes
          effective. 



         (e)       
          Underwriting Procedures. If the Company or the Initiating Holders holding
          a majority of the Registrable Securities held by all of the Initiating Holders
          so elect, the Company shall use its best efforts to cause such Demand
          Registration to be in the form of a firm commitment underwritten offering and
          the managing underwriter or underwriters selected for such offering shall be the
          Approved Underwriter selected in accordance with Section 3(f). In connection
          with any Demand Registration under this Section 3 involving an underwritten
          offering, none of the Registrable Securities held by any Designated Holder
          making a request for inclusion of such Registrable Securities pursuant to
          Section 3(b) hereof shall be included in such underwritten offering unless such
          Designated Holder accepts the terms of the offering as agreed upon by the
          Company, the Initiating Holders and the Approved Underwriter, and then only in
          such quantity as will not, in the opinion of the Approved Underwriter,
          jeopardize the success of such offering by the Initiating Holders. If the
          Approved Underwriter advises the Company that the aggregate amount of such
          Registrable Securities requested to be included in such offering is sufficiently
          large to have a material adverse effect on the success of such offering, then
          the Company shall include in such registration only the aggregate amount of
          Registrable Securities that the Approved Underwriter believes may be sold
          without any such material adverse effect and shall reduce the amount of
          Registrable Securities to be included in such registration, First as to
          the Company, Second as to the Designated Holders (who are not Initiating
          Holders and who requested to participate in such registration pursuant to
          Section 3(b) hereof) as a group, if any, and Third as to the Initiating
          Holders as a group, pro rata within each group based on the number of
          Registrable Securities owned by each such Designated Holder or Initiating
          Holder, as the case may be. 



         (f)       
          Selection of Underwriters. If any Demand Registration of Registrable
          Securities is in the form of an underwritten offering, the Company shall select
          and obtain an investment banking firm of national reputation to act as the
          managing underwriter of the offering (the “Approved Underwriter”);
          provided, however, that the Approved Underwriter shall, in any
          case, also be approved by the Initiating Holders. 


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         4.       
          Incidental or “Piggy-back” Registration. 



         (a)       
          Request for Incidental Registration. At any time, commencing on the date
          the Warrant is exercisable in accordance with its terms, if the Company proposes
          to file a Registration Statement under the Securities Act with respect to an
          offering by the Company for its own account (other than a Registration Statement
          on Form S-4 or S-8 or any successor thereto) or for the account of any
          stockholder of the Company other than the Designated Holders, then the Company
          shall give written notice of such proposed filing to each of the Designated
          Holders at least twenty (20)-days before the anticipated filing date, and such
          notice shall describe the proposed registration and distribution and offer such
          Designated Holders the opportunity to register the number of Registrable
          Securities as each Such Designated Holder may request (an “Incidental
          Registration”). The Company shall use its best efforts (within twenty (20)
          days of the notice provided for in the preceding sentence) to cause the managing
          underwriter or underwriters in the case of a proposed underwritten offering (the
          “Company Underwriter”) to permit each of the Designated Holders who
          have requested in writing to participate in the Incidental Registration to
          include its or his Registrable Securities in such offering on the same terms and
          conditions as the securities of the Company or the account of such other
          stockholder, as the case may be, included therein. In connection with any
          Incidental Registration under this Section 4(a) involving an underwritten
          offering, the Company shall not be required to include any Registrable
          Securities in such underwritten offering unless the designated Holders thereof
          accept the terms of the underwritten offering as agreed upon between the
          Company, such other stockholders, if any, and the Company Underwriter, and then
          only in such quantity as the Company Underwriter believes will not jeopardize
          the success of the offering by the Company. If the Company Underwriter
          determines that the registration of all or part of the Registrable Securities
          which the Designated Holders have requested to be included would materially
          adversely affect the success of such offering, then the Company shall be
          required to include in such Incidental Registration, to the extent of the amount
          that the Company Underwriter believes may be sold without causing such adverse
          effect, First, all of the securities to be offered for the account of the
          Company; Second, the Registrable Securities to be offered for the account
          of the Designated Holders pursuant to this Section 4, pro rata based on the
          number of Registrable Securities owned by each such Designated Holder; and
          Third, any other securities requested to be included in such offering. 



         (b)       
          Expenses. The Company shall bear all Registration Expenses in connection
          with any Incidental Registration pursuant to this Section 4, whether or not such
          Incidental Registration becomes effective. 



         5.       
          Restrictions on Public Sale by the Company. The Company agrees not to
          effect any public sale or distribution of any of its securities, or any
          securities convertible into or exchangeable or exercisable for such securities
          (except pursuant to registrations on form S-4 or S-8 or any successor thereto),
          during the period beginning on the effective date of any Registration Statement
          in which the Designated Holders of Registrable Securities are participating and
          ending on the earlier of (i) the date on which all Registrable Securities
          registered on such Registration Statement are sold and (ii) 120 days after the
          effective date of such Registration Statement (except as part of such
          registration). 


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         6.       
          Registration Procedures. 



         (a)       
          Obligations of the Company. Whenever registration of Registrable
          Securities has been requested pursuant to Section 3 or Section 4 of this
          Agreement, the Company shall use its best efforts to effect the registration and
          sale of such Registrable Securities in accordance with the intended method of
          distribution thereof as quickly as practicable, and in connection with any such
          request, the Company shall, as expeditiously as possible: 



         (i)       
          prepare and file with the Commission a Registration Statement on any form for
          which the Company then qualifies or which counsel for the Company shall deem
          appropriate and which form shall be available for the sale of such Registrable
          Securities in accordance with the intended method of distribution thereof, and
          cause such Registration Statement to become effective; provided,
          however, that (x) before filing a Registration Statement or prospectus or
          any amendments or supplements thereto, the Company shall provide counsel
          selected by the Designated Holders holding a majority of the Registrable
          Securities being registered in such registration (“Holders’
          Counsel”) and any other Inspector with an adequate and appropriate
          opportunity to review and comment on such Registration Statement and each
          prospectus included therein (and each amendment or supplement thereto) to be
          filed with the Commission, and (y) the Company shall notify the Holders’
          Counsel and each seller of Registrable Securities of any stop order issued or
          threatened by the Commission and take all action required to prevent the entry
          of such stop order or to remove it if entered; 



         (ii)       
          prepare and file with the Commission such amendments and supplements to such
          Registration Statement and the prospectus used in connection therewith as may be
          necessary to keep such Registration Statement effective for the lesser of (x)
          120 days and (y) such shorter period which will terminate when all Registrable
          Securities covered by such Registration Statement have been sold; and comply
          with the provisions of the Securities Act with respect to the disposition of all
          securities covered by such Registration Statement during such period in
          accordance with the intended methods of disposition by the sellers thereof set
          forth in such Registration Statement; 



         (iii)       
          furnish to each seller of Registrable Securities, prior to filing a Registration
          Statement, at least one copy of such Registration Statement as is proposed to be
          filed, and thereafter such number of copies of such Registration Statement, each
          amendment and supplement thereto (in each case including all exhibits thereto),
          and the prospectus included in such Registration Statement (including each
          preliminary prospectus) and any prospectus filed under Rule 424 under the
          Securities Act as each such seller may reasonably request in order to facilitate
          the disposition of the Registrable Securities owned by such seller; 



         (iv)       
          register or qualify such Registrable Securities under such other securities or
          “blue sky” laws of such jurisdictions as any seller of Registrable
          Securities may request, and to continue such qualification in effect in such
          jurisdiction for as long as permissible pursuant to the laws of such
          jurisdiction, or for as long as any such seller requests or until all of such
          Registrable Securities are sold, whichever is shortest, and do any and all other
          acts and things which may be reasonably necessary or advisable to enable any
          such seller to consummate the disposition in such jurisdictions of the
          Registrable Securities owned by such seller; provided, however,
          that the Company shall not be required to (x) qualify generally to do business
          in any jurisdiction where it would not otherwise be required to qualify but for
          this Section 6(a)(iv), (y) subject itself to taxation in any such jurisdiction
          or (z) consent to general service of process in any such jurisdiction; 


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         (v)       
          notify each seller of Registrable Securities at any time when a prospectus
          relating thereto is required to be delivered under the Securities Act, upon
          discovery that, or upon the happening of any event as a result of which, the
          prospectus included in such Registration Statement contains an untrue statement
          of a material fact or omits to state any material fact required to be stated
          therein or necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading and the Company shall
          promptly prepare a supplement or amendment to such prospectus and furnish to
          each seller of Registrable Securities a reasonable number of copies of such
          supplement to or an amendment of such prospectus as may be necessary so that,
          after delivery to the purchasers of such Registrable Securities, such prospectus
          shall not contain an untrue statement of a material fact or omit to state any
          material fact required to be stated therein or necessary to make the statements
          therein, in light of the circumstances under which they were made, not
          misleading; 



         (vi)       
          enter into and perform customary agreements (including an underwriting agreement
          in customary form with the approved Underwriter or Company Underwriter, if any,
          selected as provided in Section 3 or Section 4, as the case may be) and take
          such other actions as are prudent and reasonably required in order to expedite
          or facilitate the disposition of such Registrable Securities, including causing
          its officers to participate in “road shows” and other information
          meetings organized by the Approved Underwriter or Company Underwriter; 



         (vii)       
          make available at reasonable times for inspection by any seller of Registrable
          Securities, any managing underwriter participating in any disposition of such
          Registrable Securities pursuant to a Registration Statement, Holders’
          Counsel and any attorney, accountant or other agent retained by any such seller
          or any managing underwriter (each, an “Inspector” and collectively,
          the “Inspectors”), all financial and other records, pertinent
          corporate documents and properties of the Company and its subsidiaries
          (collectively, the “Records”) as shall be necessary to enable them to
          exercise their due diligence responsibility, and cause the Company’s and
          its subsidiaries’ officers, directors and employees, and the independent
          public accountants of the Company, to supply all information reasonably
          requested by any such Inspector in connection with such Registration Statement.
          Records that the Company determines, in good faith, to be confidential and which
          it notifies the Inspectors are confidential shall not be disclosed by the
          Inspectors (and the Inspectors shall confirm their agreement in writing in
          advance to the Company if the Company shall so request) unless (x) the
          disclosure of such Records is necessary, in the Company’s judgment, to
          avoid or correct a misstatement or omission in the Registration Statement, (y)
          the release of such Records is ordered pursuant to a subpoena or other order
          from a court of competent jurisdiction after exhaustion of all appeals therefrom
          or (z) the information in such Records was known to the Inspectors on a
          non-confidential basis prior to its disclosure by the Company or has been made
          generally available to the public. Each seller of Registrable Securities agrees
          that it shall, upon learning that disclosure of such records is sought in a
          court of competent jurisdiction, give notice to the Company and allow the
          Company, at the Company’s expense, to undertake appropriate action to
          prevent disclosure of the Records deemed confidential; 


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         (viii)       
          if such sale is pursuant to an underwritten offering, obtain “cold
          comfort” letters dated the effective date of the Registration Statement and
          the date of the closing under the underwriting agreement from the Company’s
          independent public accountants in customary form and covering such matters of
          the type customarily covered by “cold comfort” letters as
          Holders’ Counsel or the managing underwriter reasonably requests; 



         (ix)       
          furnish, at the request of any seller of Registrable Securities on the date such
          securities are delivered to the underwriters for sale pursuant to such
          registration or, if such securities are not being sold through underwriters, on
          the date the Registration Statement with respect to such securities becomes
          effective, an opinion, dated such date, of counsel representing the Company for
          the purposes of such registration, addressed to the underwriters, if any, and to
          the seller making such request, covering such legal matters with respect to the
          registration in respect of which such opinion is being given as the
          underwriters, if any, and such seller may reasonably request and are customarily
          included in such opinions; 



         (x)       
          comply with all applicable rules and regulations of the Commission, and make
          available to its security holders, as soon as reasonably practicable but no
          later than fifteen (15) months after the effective date of the Registration
          Statement, an earnings statement covering a period of twelve (12) months
          beginning after the effective date of the Registration Statement, in a manner
          which satisfies the provisions of Section 11(a) of the Securities Act and Rule
          158 thereunder; 



         (xi)       
          cause all such Registrable Securities to be listed on each securities exchange
          on which similar securities issued by the Company are then listed, provided that
          the applicable listing requirements are satisfied; 



         (xii)       
          keep Holders’ Counsel advised in writing as to the initiation and progress
          of any registration under Section 3 or Section 4 hereunder; 



         (xiii)       
          cooperate with each seller of Registrable Securities and each underwriter
          participating in the disposition of such Registrable Securities and their
          respective counsel in connection with any filings required to be made with the
          NASD; and 



         (xiv)       
          take all other steps reasonably necessary to effect the registration of the
          Registrable Securities contemplated hereby. 



         (b)       
          Seller Information. The Company may require each seller of Registrable
          Securities as to which any registration is being effected to furnish, and such
          seller shall furnish, to the Company such information regarding the distribution
          of such securities as the Company may from time to time reasonably request in
          writing. 



         (c)       
          Notice to Discontinue. Each Designated Holder agrees that, upon receipt
          of any notice from the Company of the happening of any event of the kind
          described in Section 6(a)(v), such Designated Holder shall forthwith discontinue
          disposition of Registrable Securities pursuant to the Registration Statement
          covering such Registrable Securities until such Designated Holder’s receipt
          of the copies of the supplemented or amended prospectus contemplated by Section
          6(a)(v) and, if so directed by the Company, such Designated Holder shall deliver
          to the Company (at the Company’s expense) all copies, other than permanent
          file copies then in such Designated Holder’s possession, of the prospectus
          covering such Registrable Securities which is current at the time of receipt of
          such notice. If the Company shall give any such notice, the Company shall extend
          the period during which such Registration Statement shall be maintained
          effective pursuant to this Agreement (including, without limitation, the period
          referred to in Section 6(a)(ii)) by the number of days during the period from
          and including the date of the giving of such notice pursuant to Section 6(a)(v)
          to and including the date when sellers of such Registrable Securities under such
          Registration Statement shall have received the copies of the supplemented or
          amended prospectus contemplated by and meeting the requirements of Section
          6(a)(v). 


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         (d)       
          Registration Expenses. The Company shall pay all expenses arising from or
          incident to its performance of, or compliance with, this Agreement, including,
          without limitation, (i) Commission, stock exchange and NASD registration and
          filing fees, (ii) all fees and expenses incurred in complying with securities or
          “blue sky” laws (including reasonable fees, charges and disbursements
          of counsel to any underwriter incurred in connection with “blue sky”
          qualifications of the Registrable Securities as may be set forth in any
          underwriting agreement), (iii) all printing, messenger and delivery expenses,
          (iv) the fees, charges and expenses of counsel to the Company and of its
          independent public accountants and any other accounting fees, charges and
          expenses incurred by the Company (including, without limitation, any expenses
          arising from any “cold comfort” letters or any special audits incident
          to or required by any registration or qualification) and any legal fees, charges
          and expenses incurred, in the case of a Demand Registration, the Initiating
          Holders and (v) any liability insurance or other premiums for insurance obtained
          in connection with any Demand Registration or piggy-back registration thereon or
          Incidental Registration pursuant to the terms of this Agreement, regardless of
          whether such Registration Statement is declared effective. All of the expenses
          described in the preceding sentence of this Section 6(d) are referred to herein
          as “Registration Expenses.” The Designated Holders of Registrable
          Securities sold pursuant to a Registration Statement shall bear the expense of
          any broker’s commission or underwriter’s discount or commission
          relating to registration and sale of such Designated Holders’ Registrable
          Securities and, subject to clause (iv) above, shall bear the fees and expenses
          of their own counsel. 



         7.       
          Indemnification; Contribution. 



         (a)       
          Indemnification by the Company. The Company agrees to indemnify and hold
          harmless each Designated Holder, its partners, directors, officers, affiliates
          and each Person who controls (within the meaning of Section 15 of the Securities
          Act) such Designated Holder from and against any and all losses, claims,
          damages, liabilities and expenses (including reasonable costs of investigation)
          (each, a “Liability” and collectively, “Liabilities”),
          arising out of or based upon any untrue, or allegedly untrue, statement of a
          material fact contained in any Registration Statement, prospectus or preliminary
          prospectus or notification or offering circular (as amended or supplemented if
          the Company shall have furnished any amendments or supplements thereto) or
          arising out of or based upon any omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the statements
          therein not misleading under the circumstances such statements were made, except
          insofar as such Liability arises out of or is based upon any untrue statement or
          alleged untrue statement or omission or alleged omission contained in such
          Registration Statement, preliminary prospectus or final prospectus in reliance
          and in conformity with information concerning such Designated Holder furnished
          in writing to the Company by such Designated Holder expressly for use therein,
          including, without limitation, the information furnished to the Company pursuant
          to Section 7(b). The Company shall also provide customary indemnities to any
          underwriters of the Registrable Securities, their officers, directors and
          employees and each Person who controls such underwriters (within the meaning of
          Section 15 of the Securities Act) to the same extent as provided above with
          respect to the indemnification of the Designated Holders of Registrable
          Securities. 


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         (b)       
          Indemnification by Designated Holders. In connection with any
          Registration Statement in which a Designated Holder is participating pursuant to
          Section 3 or Section 4 hereof, each such Designated Holder shall promptly
          furnish to the Company in writing such information with respect to such
          Designated Holder as the Company may reasonably request or as may be required by
          law for use in connection with any such Registration Statement or prospectus and
          all information required to be disclosed in order to make the information
          previously furnished to the Company by such Designated Holder not materially
          misleading or necessary to cause such Registration Statement not to omit a
          material fact with respect to such Designated Holder necessary in order to make
          the statements therein not misleading. Each Designated Holder agrees to
          indemnify and hold harmless the Company, any underwriter retained by the Company
          and each Person who controls the Company or such underwriter retained by the
          Company and each Person who controls the Company or such underwriter (within the
          meaning of Section 15 of the Securities Act) to the same extent as the foregoing
          indemnity from the Company to the Designated Holders, but only if such statement
          or alleged statement or omission or alleged omission was made in reliance upon
          and in conformity with information with respect to such Designated Holder
          furnished in writing to the Company by such Designated Holder expressly for use
          in such Registration Statement or prospectus, including, without limitation, the
          information furnished to the Company pursuant to this Section 7(b);
          provided, however, that the total amount to be indemnified by such
          Designated Holder pursuant to this Section 7(b) shall be limited to the net
          proceeds (after deducting the underwriters’ discounts and commissions)
          received by such Designated Holder in the offering to which the Registration
          Statement or prospectus relates. 



         (c)       
          Conduct of Indemnification Proceedings. Any Person entitled to
          indemnification hereunder (the “Indemnified Party”) agrees to give
          prompt written notice to the indemnifying party (the “Indemnifying
          Party”) after the receipt by the Indemnified Part of any written notice of
          the commencement of any action, suit, proceeding or investigation or threat
          thereof made in writing for which the Indemnified Party intends to claim
          indemnification or contribution pursuant to this Agreement; provided,
          however, that the failure so to notify the Indemnifying Party shall not
          relieve the Indemnifying Party of any Liability that it may have to the
          Indemnified Party hereunder (except to the extent that the Indemnifying Party is
          materially prejudiced or otherwise forfeits substantive rights or defenses by
          reason of such failure). If notice of commencement of any such action is given
          to the Indemnifying Party as above provided, the Indemnifying Party shall be
          entitled to participate in and, to the extent it may wish, jointly with any
          other Indemnifying Party similarly notified, to assume the defense of such
          action at its own expense, with counsel chosen by it and reasonably satisfactory
          to such Indemnified Party. The Indemnified Party shall have the right to employ
          separate counsel in any such action and participate in the defense thereof, but
          the fees and expenses of such counsel shall be paid by the Indemnified Party
          unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying
          Party fails to assume the defense of such action with counsel reasonably
          satisfactory to the Indemnified Party or (iii) the named parties to any such
          action (including any impleaded parties) include both the Indemnifying Party and
          the Indemnified Party and such parties have been advised by such counsel that
          either (x) representation of such Indemnified Party and the Indemnifying Party
          by the same counsel would be inappropriate under applicable standards of
          professional conduct or (y) there may be one or more legal defenses available to
          the Indemnified Party which are different from or additional to those available
          to the Indemnifying Party. In any of such cases, the Indemnifying Party shall
          not have the right to assume the defense of such action on behalf of such
          Indemnified Party, it being understood, however, that the Indemnifying Party
          shall not be liable for the fees and expenses of more than one separate firm of
          attorneys (in addition to any local counsel) for all Indemnified Parties. No
          Indemnifying Party shall be liable for any settlement entered into without its
          written consent, which consent shall not be unreasonably withheld. No
          Indemnifying Party shall, without the consent of such Indemnified Party, effect
          any settlement of any pending or threatened proceeding in respect of which such
          Indemnified Party is a party and indemnity has been sought hereunder by such
          Indemnified Party, unless such settlement includes an unconditional release of
          such Indemnified Party from all liability for claims that are the subject matter
          of such proceeding. 


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         (d)       
          Contribution. If the indemnification provided for in this Section 7 from
          the Indemnifying Party is unavailable to an Indemnified Party hereunder in
          respect of any Liabilities referred to herein, then the Indemnifying Party, in
          lieu of indemnifying such Indemnified Party, shall contribute to the amount paid
          or payable by such Indemnified Party as a result of such Liabilities in such
          proportion as is appropriate to reflect the relative fault of the Indemnifying
          Party and Indemnified Party in connection with the actions which resulted in
          such Liabilities, as well as any other relevant equitable considerations. The
          relative faults of such Indemnifying Party and Indemnified Party shall be
          determined by reference to, among other things, whether any action in question,
          including any untrue or alleged untrue statement of a material fact or omission
          or alleged omission to state a material fact, has been made by, or relates to
          information supplied by, such Indemnifying Party or Indemnified Party, and the
          parties’ relative intent, knowledge, access to information and opportunity
          to correct or prevent such action. The amount paid or payable by a party as a
          result of the Liabilities referred to above shall be deemed to include, subject
          to the limitations set forth in Section 7(a), 7(b) and 7(c), any legal or other
          fees, charges or expenses reasonably incurred by such party in connection with
          any investigation or proceeding; provided that the total amount to be
          contributed by such Designated Holder shall be limited to the net proceeds
          (after deducting the underwriters’ discounts and commissions) received by
          such Designated Holder in the offering. 



        The
parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. 


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         8.       
          Rule 144. The Company covenants that from and after the date hereof it
          shall (a) file any reports required to be filed by it under the Exchange Act and
          (b) take such further action as each Designated Holder may reasonably request
          (including providing any information necessary to comply with Rule 144 under the
          Securities Act), all to the extent required from time to time to enable such
          Designated Holder to sell Registration Securities without registration under the
          Securities Act within the limitation of the exemptions provided by (i) Rule 144
          under the Securities Act, as such rule may be amended from time to time, or
          Regulation S under the Securities Act or (ii) any similar rules or regulations
          hereafter adopted by the Commission. The Company shall, upon the request of any
          Designated Holder, deliver to such Designated Holder a written statement as to
          whether it has complied with such requirements. 



         9.       
          Miscellaneous. 



         (a)       
          Recapitalizations, Exchanges, Etc. The provisions of this Agreement shall
          apply to the full extent set forth herein with respect to (i) the shares of
          Common Stock, (ii) any and all shares of voting common stock of the Company into
          which the shares of Common Stock are converted, exchanged or substituted in any
          recapitalization or other capital reorganization by the Company and (iii) any
          and all equity securities of the Company or any successor or assign of the
          Company (whether by merger, consolidation, sale of assets or otherwise) which
          may be issued in respect of, in conversion of, in exchange for or in
          substitution of, the shares of Common Stock and shall be appropriately adjusted
          for any stock dividends, splits, reverse splits, combinations, recapitalizations
          and the like occurring after the date hereof. The Company shall cause any
          successor or assign (whether by merger, consolidation, sale of assets or
          otherwise) to enter into a new registration rights agreement with the Designated
          Holders on terms substantially the same as this Agreement as a condition of any
          such transaction. 



         (b)       
          No Inconsistent Agreements. The Company has not entered into and shall
          not enter into, any agreement with respect to its securities that is
          inconsistent with the rights granted to the Designated Holders in this Agreement
          or grant any additional registration rights to any Person or with respect to any
          securities which are not Registrable Securities which are prior in right to or
          inconsistent with the rights granted in this Agreement, other than agreements
          which were previously entered into or which are entered into simultaneously with
          this Agreement and in each case which are set forth on Exhibit A hereto. 



         (c)       
          Remedies. The Designated Holders, in addition to being entitled to
          exercise all rights granted by law, including recovery of damages, shall be
          entitled to specific performance of their rights under this Agreement. The
          Company agrees that monetary damages would not be adequate compensation for any
          loss incurred by reason of a breach by it of the provisions of this Agreement
          and hereby agrees to waive in any action for specific performance the defense
          that a remedy at law would be adequate. 



         (d)       
          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 (i) the Company and (ii) holders of
          Registrable Securities representing (after giving effect to any adjustments) at
          least a majority of the aggregate number of Registrable Securities owned by all
          of the Designated Holders (but shall always include DL Holdings and Weichert as
          long as they hold any Registrable Securities). Any such written consent shall be
          binding upon the Company and all of the Designated Holders. 


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         (e)       
          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 Company:	
	                           
	                           Eos International, Inc.
	                           888 Seventh Avenue
	                           New York, New York 10106
	                           Telecopy: 212-554-9873
	                           Attention: Peter A. Lund
	                           Chairman
	                  
	                  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, Esq.
	                  
	        
          (ii)   if to DL Holdings, at its address as it
                           appears on the record books of the Company.	
	                  
	                  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, Esq.
	
         
         (iii)  
if to Weichert, at its address as it appears
                           on the record books of the Company.
	
	
	







	


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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 9(e) designate another address or Person for
receipt of notices hereunder. 



         (f)       
          Successors and Assigns; Third Party Beneficiaries. This Agreement shall
          inure to the benefit of and be binding upon the successors and permitted assigns
          of the parties hereto as hereinafter provided. The Demand Registration rights
          contained in Section 3 hereof and the incidental or “piggy-back”
          registration rights of the Designated Holders contained in Sections 3(b) and 4
          hereof shall be, with respect to any Warrant and Registrable Security,
          automatically transferred to any Person who is the transferee of such Warrant
          and Registrable Security. All of the obligations of the Company hereunder shall
          survive any such transfer. Except as provided in Section 7, no Person other than
          the parties hereto and their successors and permitted assigns is intended to be
          a beneficiary of this Agreement. 



         (g)       
          Counterparts. This Agreement may be executed in any number of
          counterparts and by the parties hereto 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. 



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



         (i)       
          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. 



         (j)       
          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. 



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



         (l)       
          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. 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. 


15



















	




         (m)       
          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. 



         (n)       
          Confidentiality. The Company covenants and agrees with each Designated
          Holder that, except as may be required to be disclosed on the advice of counsel
          by applicable laws, rules or regulations, it will not (and will cause its
          officers, directors, shareholders, employees, agents and representatives to not)
          disclose to any Person in any circumstances (whether or not related to a
          financing by the Company) the terms, conditions or provisions of the Warrants
          and this Agreement or the identity of the Designated Holders, without the prior
          written consent of the Designated Holders. 



[Remainder
of page intentionally left blank] 









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        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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