Exhibit 10.14


    
      

    

    Exhibit
      10.14

     

     

    


    CONSULTING
      AGREEMENT

    


    THIS
      AGREEMENT, made as of January 17, 2004, between EYE
      CARE INTERNATIONAL, INC.,
      a
      Delaware corporation with offices located at 1511 N. Westshore Boulevard, Suite
      925, Tampa, Florida 33607 (hereinafter referred to as the “Company”), and Jana
      Corporation, whose address is 770 SE 19th
      Avenue,
      Suite 1, Deerfield Beach, FL 33441, (hereinafter referred to as
“Consultant”).

    W
      I T N E S S E T H

    WHEREAS,
      the
      Company is desirous of entering into an agreement with Consultant that will
      assure the Company of services of Consultant for an extended period of time;
      and

    WHEREAS,
      Consultant is willing to enter into such an agreement.

    NOW,
      THEREFORE,
      intending to be legally bound hereby, it is agreed by and between the parties
      hereto as follows:

    1.         
      Term
      and Duties:

    (a)         
      The
      Company agrees to retain the services of Consultant, and Consultant agrees
      to
      provide services as Consultant, in accordance with the terms of this Agreement.
      The term of this Agreement shall be for yearly periods commencing on the date
      hereof and continuing for a yearly period thereafter, unless terminated by
      either party hereto upon thirty (30) days written notice.

    (b)         
      During
      the term as stated above, Consultant shall provide such services to the Company,
      as may be requested by the Company; shall cooperate with the management of
      the
      Company in the advancement of the Company’s best interests and report directly
      and be responsible 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    to
      the
      Chief Executive Officer (CEO) of the Company. Consultant shall faithfully
      perform the duties, within his fields of expertise, including, without
      limitation, advice in connection with development and expansion of the Company’s
      sales and marketing program and merger and acquisition targets and market public
      relations and strategies. In consideration for Consultant’s undertaking,
      Consultant shall be paid four (4) million shares of the Company’s common stock
      no later than June 30, 2004, and a monthly stipend as may be mutually agreed
      upon.

    Consultant
      shall provide the services to the Company as set forth hereinabove as an
      independent contractor.

    2.         
      Non-Competition
      and Confidentiality:

    (a)         
      Consultant
      covenants and agrees that neither it nor its employees will, during the term
      of
      this Agreement, and for a period three (3) years thereafter, except with the
      express prior written consent of the Company, directly or indirectly, whether
      as
      employee, owner, partner, director or officer, for its own account or for the
      benefit of any person in a business in competition with the Company or
      producing, distributing or marketing a product the same as or similar to a
      product either existing or in the development phase of the Company.

    (1)         
      Solicit,
      divert or otherwise take away or interfere with any client of the Company,
      including all clients directly or indirectly produced or generated by
      Consultant.

    (2)         
      Solicit,
      divert or induce any of the Company’s employees to leave the Company or to work
      for Consultant or any person with whom Consultant is connected.

    (b)         
      If
      any
      portion of the covenants or agreements contained herein, or the application
      thereof, is construed to be invalid or unenforceable, then the other portions
      of
      such covenant(s) or agreement(s) or the application thereof shall not be
      affected and shall be given full 


    
      
        
        

      

      
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    force
      and
      effect without regard to the invalid or unenforceable portions. If any covenant
      or agreement herein is held to be unenforceable because of the area covered,
      the
      duration thereof, or the scope thereof, then the court making such determination
      shall have the power to reduce the area and/or duration and/or limit the scope
      thereof, and the covenant or agreement shall then be enforceable in its reduced
      form.

    (c)         
      Consultant
      acknowledges that its services to the Company will enable it to obtain
      confidential information concerning the Company, its affiliates, if any, and
      information about the trade secrets of the Company and its employees, including
      but not limited to, the following: customer lists; provider lists; marketing
      and
      new product development plans; work in progress by the Company, whether or
      not
      developed; operational methods and other business affairs and methods, including
      plans for future developments, not known or available to the general public
      (collectively the “Confidential Information”). Consultant further acknowledges
      that the services to be performed under this Agreement are of a special, unique,
      unusual and extraordinary character, and that the expertise, reputation and
      standing of Consultant will be developed and enhanced as a result of the
      opportunities afforded to Consultant by reasons of its employment by the
      Company. Accordingly, Consultant agrees that it shall not, during or subsequent
      to the term of this Agreement, knowingly reveal, divulge or make known to any
      person (other than the Company or any affiliate of the Company) any of the
      Confidential Information.

    The
      Consultant shall not use for itself or disclose to others, directly or
      indirectly, except to its employees on a “need-to-know” basis, any Confidential
      Information and shall retain any and all Confidential Information acquired
      or
      developed by it during the Service Period in the strictest of confidence and
      in
      trust for the sole benefit of the Company, its affiliates, if any, and their
      successors 


    
      
        
        

      

      
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    and
      assigns and shall deliver promptly to the Company upon expiration or termination
      of this Agreement, or at any other time the Company requests, all memoranda,
      notes, records, reports and other documents (and all copies thereof) relating
      to
      the business of the Company, or its customers which Consultant obtained while
      employed by, or otherwise serving or acting on behalf of the Company and which
      the Consultant may then possess or have under his control.

    For
      purposes of this Agreement, in addition to the items referred to above as being
      “Confidential Information,” any document designated by the Company as being
“Confidential” shall be automatically deemed to be so, and said election by the
      Company shall be deemed binding, final and conclusive upon Consultant.


    The
      provisions of this Article 2 shall survive the termination or expiration of
      this
      Agreement.

    5.         
      Miscellaneous:

    (a)         
      Indulgences.
      Neither
      the failure nor any delay on the part of either party to exercise any right,
      remedy, power or privilege under this Agreement shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, remedy, power
      or
      privilege with respect to any occurrence by construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence.

    (b)         
      Controlling
      Law.
      This
      Agreement and all questions relating to its validity, interpretation,
      performance and enforcement shall be governed by and construed in accordance
      with the laws of the State of Florida, other than conflicting choice-of-law
      provisions.

    


    



    
      
        
        

      

      
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    (c) Notices.
      All
      notices, requests, demands and other communications required or permitted under
      this Agreement and the transactions contemplated herein, shall be in writing
      and
      shall be deemed to have been duly given, made and received when delivered
      against receipt, or when sent by United States Postal Service registered mail,
      return receipt requested, postage prepaid, addressed as set forth
      below: 

    


    (1) If
      to the
      Company or its Board of Directors:

     

    EYE
      CARE
      INTERNATIONAL, INC.

    1511
      N.
      Westshore Blvd., Suite 925

    Tampa,
      Florida 33607

    


    Attention:
      The CEO

    


    
      	(2)  	
              If
                to the Consultant:

            


    

     

    Jana
      Corporation

    770
      SE
      19th
      Ave.,
      Suite 1

    Deerfield
      Beach, FL 33441

    


    Attention:
      Steven Kaye

    


    Any
      party
      may change the address to which communications or copies are to be sent by
      giving notice of such change of address in conformity with the provisions of
      this paragraph for the giving of notice.

    (d)         
      Earlier
      Termination
      Either
      party may terminate this Agreement, with or without cause, at any time, by
      giving the other party thirty days written notice of such termination, the
      termination date being thirty days following receipt of such notice. The
      provisions of Paragraph 2 above shall survive termination of this Agreement
      for
      any reason.


    
      
        
        

      

      
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    (e)         
      Binding
      Nature of Agreement.
      This
      Agreement shall be binding upon and inure to the benefit of the Company and
      it
      successors and assigns, and shall be binding upon Consultant and its successors
      in interest.

    (f)         
      Provisions
      Separable.
      The
      provisions of this Agreement are independent of and separable from each other,
      and no provisions shall be affected nor rendered invalid or unenforceable by
      virtue of the fact that for any reason any other or others of them may be
      invalid or unenforceable, in whole or in part.

    (g)         
      Paragraph
      Headings.
      The
      paragraph headings in this Agreement are for convenience only, and they form
      no
      part of this Agreement and shall not affect its interpretation.

    (h)         
      Assignment.
      This
      Agreement shall be deemed fully assignable by the Company.

    (i)         
      Each
      party hereto acknowledges receipt of an executed copy of this
      Agreement.

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed and delivered as of
      the
      date first above written.

    The
      foregoing Agreement is subject to the approval of the Company’s Board of
      Directors.

    


    
      	
              JANA
                CORPORATION

            	
              EYE
                CARE INTERNATIONAL, INC.
                

            
	 	 
	 	 
	 	 
	
              By:
                __________________________________

            	
              By:
                ________________________________

            
	
                    
                Steven Kaye 

            	
                    
                Clark A. Marcus, President and CEO

            


    

    
 

     

     

     

     

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