Woodclyffe Grou, LLC Engagement Agreement






	



[COMPANY LOGO]



September 24, 2003 



Woodclyffe Group, L.L.C.

73 Turning Mill Lane

New Canaan, Connecticut 06840

Attn: Jose Ferreira, Jr. 



        This
engagement agreement (this “Agreement”) confirms and sets forth the terms
and conditions of the engagement between Woodclyffe Group, L.L.C., a Connecticut limited
liability company (“Woodclyffe”), and Eos International, Inc., a Delaware
corporation (together with its divisions, subsidiaries, and affiliates, the
“Company”), including the scope of the services to be provided and the
basis of fees for those services. Upon execution by each of the parties below, this
Agreement will constitute an agreement between the Company and Woodclyffe. 



         1.       
          Description of Services. 



             (a)       
          Personnel. Woodclyffe acknowledges that Jose Ferreira, Jr. has agreed to
          serve as President and Chief Executive Officer of the Company
          (“Executive”), reporting to the Board of Directors of the
          Company (the “Board”), pursuant to the terms of a separate
          employment agreement between Executive and the Company, as the same is amended
          from time to time by agreement of the Company and Executive (the
          “Employment Agreement”) attached hereto. Defined terms herein shall
          have the meanings given such terms in the Employment Agreement, unless otherwise
          defined herein. 



             (b)       
          Duties. Executive shall serve as President and Chief Executive Officer of
          the Company and fulfill those duties and responsibilities set forth in the
          Employment Agreement. 



             (c)       
          Employment by Woodclyffe. Notwithstanding his employment by the Company,
          it is understood that Executive will also continue to be employed by Woodclyffe.
          It is further understood that while rendering services to the Company, Executive
          may continue to render services on behalf of Woodclyffe to other personnel and
          clients at Woodclyffe in connection with matters unrelated to the Company,
          provided that the rendering of such services shall (i) be subservient to
          Executive’s duties as President and Chief Executive Officer of the Company,
          and (ii) not unduly interfere with the rendering of services pursuant to the
          Employment Agreement. 



             (d)       
          Additional Responsibilities. Upon request of the Company, Woodclyffe may
          suggest such additional personnel as the Company may request to assist in
          rendering services for the Company described above and such other services. In
          the event the Company retains the services of such additional personnel,
          Woodclyffe will not receive any direct or indirect compensation from the Company
          in connection therewith. 

















	



         2.       
          Fees. Executive will be compensated directly by the Company as provided
          in the Employment Agreement, and the Company will subject all such compensation
          to employee withholding taxes. Woodclyffe acknowledges that it has no interest
          in payments by the Company to Executive under the Employment Agreement. 



         3.       
          Term and Termination. This Agreement shall be effective upon the
          Commencement Date and be in effect until September 30, 2005 (unless terminated
          prior thereto upon the written agreement of the parties to this Agreement),
          provided, however that the earlier termination of the Employment Agreement shall
          terminate this Agreement on the date of termination of the Employment Agreement. 



         4.       
          Conflicts. It is understood that Woodclyffe and Executive
          specialize in assisting direct selling and consumer products companies.
          Woodclyffe and Executive have revealed all of their current activities and the
          parties agree that none are viewed to be in conflict with this engagement.
          Woodclyffe shall require Executive to make every effort to avoid any future
          conflicts and to discuss with the Chairman of the Board of the Company and the
          General Counsel of the Company on a quarterly basis all of Executive’s then
          current activities on behalf of any party other than the Company. 



         5.       
          Confidential Information and Proprietary Interests. 



             (a)       
          Woodclyffe, on behalf of itself, its affiliates, employees, consultants,
          representatives, and agents (collectively, the “Recipients”),
          understands and acknowledges that the Recipients may obtain Confidential
          Information during the course of Executive’s provision of services to the
          Company under the Employment Agreement. Accordingly, Woodclyffe agrees that
          Woodclyffe shall maintain the disclosed information in confidence and shall not,
          either during the Term or at any time within one year after the Date of
          Termination, (i) use or disclose any such Confidential Information outside the
          Company, its Subsidiaries and Affiliates; or (ii) except as required by
          Executive in the proper rendering of his services hereunder, remove or aid in
          the removal of any Confidential Information or any property or material relating
          thereto from the premises of the Company or any Subsidiary or Affiliate. 



             (b)       
          The foregoing confidentiality provision shall cease to be applicable to any
          Confidential Information which becomes generally available to the public (except
          by reason of or as a consequence of a breach by Executive of obligations under
          this Paragraph 5 or under Section 9 of the Employment Agreement or by
          Woodclyffe of obligations under this Paragraph 5). 



             (c)       
          In the event Woodclyffe or Executive is required by law or a court order to
          disclose any such Confidential Information, Woodclyffe shall promptly notify the
          Company of such requirement and provide the Company with a copy of any court
          order or of any law which in Woodclyffe’s opinion requires such disclosure
          and, if the Company so elects, to the extent that Woodclyffe is legally able,
          permit the Company an adequate opportunity, at the Company’s expense, to
          contest such law or court order. 




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             (d)       
          Woodclyffe shall promptly, and without charge, deliver to the Company on the
          termination of Executive’s provision of services to the Company pursuant to
          this Agreement and the Employment Agreement, or at any other time the Company
          may so request, all memoranda, notes, records, reports, manuals, computer disks,
          videotapes, drawings, blueprints and other documents (and all copies thereof)
          relating to the business conducted by the Company or any Subsidiary, directly or
          indirectly, or its Affiliates, and all property associated therewith, which
          Woodclyffe may then possess or have under its control. 



             (e)       
          This Agreement shall constitute an agreement to maintain disclosed information
          in confidence for purposes of Rule 100(b)(ii) of Regulation FD promulgated
          pursuant to the Act. All obligations as to non-disclosure shall cease as to any
          part of such information to the extent that such information is or becomes
          public other than as a result of a breach of this provision. 



         6.       
          Non-Solicitation/Certain Conduct. Each of the parties
          hereto agree not to solicit, recruit or hire any employees of the other party
          during this engagement and for a period of one year subsequent to the
          termination of this engagement. During and after this engagement, each of the
          parties agrees to refrain from making any statements of a defamatory or
          disparaging nature regarding the other party or their officers, directors,
          personnel, products or services, except, in each case, in such party’s
          professional capacity or in connection with the rendering of its duties
          hereunder or in connection with litigation arising out of or relating to this
          Agreement. 



         7.       
          Indemnification. 



             (a)       
          The Company shall indemnify Executive to the same extent as the most favorable
          indemnification it extends to its officers or directors, whether under the
          Company’s bylaws, its certificate of incorporation, by contract or
          otherwise, and no reduction or termination in any of the benefits provided under
          any such indemnities shall affect the benefits provided to Executive. 



             (b)       
          The Company shall indemnify Woodclyffe, its officers, directors, employees,
          agents, members and stockholders as provided in Exhibit A hereto. 




         8.       
          Dispute Resolution. 



             (a)       
          Except as otherwise provided herein, the parties hereby agree that any dispute
          regarding the rights and obligations of any party under this Agreement or under
          any law governing the relationship created by this Agreement, must be resolved
          pursuant to this Section 8. Within seven days after either party’s
          written notice to the other of its desire to submit any arbitrable matter as set
          forth herein to arbitration, the parties will meet to attempt to amicably
          resolve their differences and, failing such resolution, either or both of the
          parties may submit the matter to mandatory and binding arbitration with the
          Center for Public Resources (“CPR”). The issue(s) in dispute
          shall be settled by arbitration in accordance with the Center for Public
          Resources Rules for Non-Administered Arbitration of Business Disputes, by a
          panel of three arbitrators (the “Panel”). The only issue(s) to
          be determined by the Panel will be those issues specifically submitted to the
          Panel. The Panel will not extend, modify or suspend any of the terms of this
          Agreement. The arbitration shall be governed by the United States Arbitration
          Act, 9 U.S.C. §1-16, and judgment upon the award rendered by the Panel may
          be entered by any court having jurisdiction thereof. A determination of the
          Panel shall be by majority vote. 





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             (b)       
          Promptly following receipt of the request for arbitration, CPR shall convene the
          parties in person or by telephone to attempt to select the arbitrators by
          agreement of the parties. If agreement is not reached, the Company shall select
          one arbitrator and Woodclyffe shall select one other arbitrator. These two
          arbitrators shall select a third arbitrator. If these two arbitrators are unable
          to select the third arbitrator by mutual agreement, CPR shall submit to the
          parties a list of not less than 11 candidates. Such list shall include a brief
          statement of each candidate’s qualifications. Each party shall number the
          candidates in order of preference, shall note any objection they may have to any
          candidate, and shall deliver the list so marked back to CPR. Any party failing
          without good cause to return the candidate list so marked within 10 days after
          receipt shall be deemed to have assented to all candidates listed thereon. CPR
          shall designate the arbitrator willing to serve for whom the parties
          collectively have indicated the highest preference and who does not appear to
          have a conflict of interest. If a tie should result between two candidates, CPR
          may designate either candidate. 



             (c)       
          This agreement to arbitrate is specifically enforceable. Judgment upon any award
          rendered by the Panel may be entered in any court having jurisdiction. The
          decision of the Panel within the scope of the submission is final and binding on
          all parties, and any right to judicial action on any matter subject to
          arbitration hereunder hereby is waived (unless otherwise provided by applicable
          law), except suit to enforce this arbitration award or in the event arbitration
          is not available for any reason or in the event the Company shall seek equitable
          relief to enforce Section 5 of this Agreement. If the rules of the CPR
          differ from those of this Section 8, the provisions of this Section
          8 will control. The Company and Woodclyffe shall share equally all the costs
          of arbitration including the fees of the arbitrators. 



         9.       
          Miscellaneous. 



             (a)       
          This Agreement shall be: (i) governed and construed in accordance with the laws
          of the State of Connecticut, regardless of the laws that might otherwise govern
          under applicable principles of conflict of laws thereof; (ii) incorporates the
          entire understanding of the parties with respect to the subject matter thereof;
          and (iii) may not be amended or modified except in writing executed by each of
          the signatories hereto. 



             (b)       
          The Company and Woodclyffe agree to waive trial by jury in any action,
          proceeding or counterclaim brought by or on behalf of the parties hereto with
          respect to any matter relating to or arising out of the performance or
          non-performance of the Company or Woodclyffe hereunder. 



             (c)       
          This Agreement is personal in nature, and neither this Agreement nor any rights
          hereunder may be assigned by Woodclyffe without the prior written consent of the
          Company. Any purported assignment without said consent shall be void. The
          Company may freely assign this Agreement in connection with any merger,
          consolidation, sale of all or substantially all the assets of the Company, or
          the transfer of control of the Company by its stockholders. Absent such
          circumstances, the Company may not assign this Agreement without the prior
          written consent of Woodclyffe. 




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        If
the foregoing is acceptable to you, kindly sign the enclosed copy to acknowledge your
agreement with its terms. 














	 		Very truly yours,

EOS INTERNATIONAL, INC.



By:  PETER A. LUND
——————————————

Name:       Peter A. Lund

Title:       Chairman







	AGREED TO AND ACCEPTED BY:


WOODCLYFFE GROUP, L.L.C.


By:  JOSE FERREIRA, JR.
——————————————

Name:       Jose Ferreira, Jr.

Title:       President and CEO		








	



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Exhibit A 



        This
Exhibit A will confirm that Eos International, Inc., a Delaware Corporation
(“Eos”) has engaged Woodclyffe Group, LLC (“you” or “your”)
to advise and assist Eos in various consulting assignments as provided in the Consulting
Agreement to which this Exhibit A is attached (the “Engagement”). In
consideration of your agreement to act on Eos’ behalf in connection with such
matters, Eos agrees to indemnify and hold harmless you and your affiliates and your and
their respective officers, directors, employees and agents and each other person, if any,
controlling you or any of your affiliates (except Executive) (you and each such other
person being an “Indemnified Person”) from and against any losses, claims,
damages or liabilities related to, arising out of or in connection with the Engagement and
will reimburse each Indemnified Person for all reasonable expenses (including fees and
expenses of counsel) as they are incurred in connection with investigating, preparing,
pursuing or defending any action, claim, suit, investigation or proceeding related to,
arising out of or in connection with the Engagement, whether or not pending or threatened
and whether or not any Indemnified Person is a party. Eos will not, however, be
responsible for any losses, claims, damages or liabilities (or expenses relating thereto)
that have resulted from the bad faith of any Indemnified Person. Eos also agrees that no
Indemnified Person shall have any liability (whether direct or indirect, in contract or
tort or otherwise) to Eos for or in connection with the Engagement except for any such
liability for losses, claims, damages or liabilities incurred by the bad faith of such
Indemnified Person. 



        In
no event, regardless of the legal theory advanced, shall any Indemnified Person be liable
for any consequential, indirect, incidental or special damages of any nature. 



        Eos
will not, without your prior written consent, settle, compromise, consent to the entry of
any judgment in or otherwise seek to terminate any action, claims, suit or proceeding in
respect of which indemnification may be sought hereunder (whether or not any Indemnified
Person is a party thereto) unless such settlement, compromise, consent or termination
includes a release of each Indemnified Person from any liabilities arising out of such
action, claim, suit or proceeding. No Indemnified Person seeking indemnification,
reimbursement or contribution hereunder will, without Eos’ prior written consent,
settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate
any action, claim, suit, investigation or proceeding referred to above. 



        If
the indemnification provided for in the first paragraph hereof is judicially determined to
be unavailable (other than in accordance with the terms hereof) to an Indemnified Person
in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu
of indemnifying such Indemnified Person hereunder, Eos shall contribute to the amount paid
or payable by such Indemnified Person as a result of such losses, claims, damages or
liabilities (and expenses relating thereto) (i) in such proportion as is appropriate to
reflect the relative benefit to you, on the one hand, and Eos, on the other hand, of the
Engagement or (ii) if the allocation provided by clause (i) above is not available, in
such proportion as is appropriate to reflect not only the relative benefits referred to in
such clause (i) but also the relative faults of each of you and Eos, as well as any other
relevant equitable considerations: provided, however, in no event shall your
aggregate contribution to the amount paid or payable exceed the aggregate amount of fees
actually received by you under the Engagement. For the purposes hereof, the relative
benefits to Eos and you of the Engagement shall be deemed to be in the same proportion as
(a) the total value paid or contemplated to be paid or received or contemplated to be
received by Eos, as the case may be, in the transaction or transactions that are the
subject of the Engagement, whether or not any such transaction is consummated, bears to
(b) the fees paid or to be paid by Eos to you under the Engagement. 




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        The
provisions hereof shall apply to the Engagement and any modification thereof and shall
remain in full force and effect regardless of any termination or the completion of your
services with respect to the Engagement 




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