Exhibit 10.13


    
      

    

     

    Exhibit
      10.13


    


     

    SECURITIES
      PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (the
“Agreement”), dated as of __________ ____, 2005, is entered into by and among
Eye
      Care International, Inc.,
      a
      Delaware corporation (the “Company”), having its address at 1511 North Westshore
      Boulevard, Suite 925, Tampa, Florida 33607, and each entity named on the
      signature page hereto as a buyer and the permitted assigns of such entity (each,
      a “Buyer”) (each agreement with a Buyer being deemed a separate and independent
      agreement between the Company and such Buyer, except that each Buyer
      acknowledges and consents to the rights granted to each other Buyer under this
      Agreement and the Transaction Documents (as defined below)).

     

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Company and the Buyers are executing and delivering this Agreement in accordance
      with and in reliance upon the exemption from securities registration afforded,
      inter
      alia,
      by Rule
      506 under Regulation D (“Regulation D”) as promulgated by the United States
      Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
      as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act;
      and

     

    WHEREAS,
      the
      Buyers severally, and not jointly, wish to purchase, upon the terms and subject
      to the conditions of this Agreement, a minimum aggregate amount of $250,000
      and
      a maximum aggregate amount of $1,000,000 of convertible debentures of the
      Company (the “Debentures”), which will be convertible into shares of the
      Company’s Class A Common Stock, par value $0.001 per share (the “Common Stock”),
      upon the terms and subject to the conditions of the Debentures, and subject
      to
      acceptance of this Agreement by the Company;

     

    NOW
      THEREFORE,
      in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties agree as follows:

     

    1. AGREEMENT
      TO PURCHASE; PURCHASE PRICE.

     

    a.       
      Purchase.

     

    (i)      
      The
      undersigned Buyers hereby severally agree to purchase the Debentures from the
      Company on the terms and conditions set forth below in this Agreement and the
      other Transaction Documents (as defined below).

     

    (ii)       
      Subject
      to the terms and conditions of this Agreement and the other Transaction
      Documents the Buyers will purchase the Debentures at one or more closings (each,
      a “Closing”) to be held on the respective Closing Dates (as defined below).


     

    (iii)       
      The
      purchase price to be paid respectively by the Buyers shall equal 100% of the
      face amount of the Debentures being purchased on the Closing Date by each Buyer
      as set forth on the signature page to this Agreement.

     


    
      
        
        

      

      
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    b.       
      Certain
      Definitions.

     

    As
      used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:

     

    (i)       
      “Affiliate”
      means, with respect to a specific Person referred to in the relevant provision,
      another Person who or which controls or is controlled by or is under common
      control with such specified Person.

     

    (ii)       
      “Certificates”
      means the relevant Debentures duly executed on behalf of the Company and issued
      in the name of the respective Buyer. 

     

    (iii)       
      “Closing
      Date” means the respective dates on which the Closings referred to in this
      Agreement are held.

     

    (iv)       
      “Conversion
      Shares” means the shares of Common Stock issuable upon conversion of the
      Debentures.

     

    (v)       
      “Effective
      Date” means the effective date of the Registration Statement covering the
      Registrable Securities (as those terms are defined in the Registration Rights
      Agreement defined below) for the Debentures issued on the Closing
      Date.

     

    (vi)       
      “Escrow”
      means the Divine Capital Markets LLC EYCI Special Escrow Account maintained
      at
      JP Morgan / Chase Manhattan Bank.

     

    (vii)       
      “Final
      Closing Date” shall have the meaning ascribed to such term in Section
      6(d).

     

    (viii)       
      “Person”
      means any living person or any entity, such as, but not necessarily limited
      to,
      a corporation, partnership or trust.

     

    (ix)       
      “Placement
      Agent” means Divine Capital Markets, LLC.

     

    (x)       
      “Purchase
      Price” means the purchase price for the Debentures.

     

    (xi)       
      “Securities”
      means the Debentures and Conversion Shares. 

     

    (xii)      
      “Shares”
      means the Conversion Shares and the shares issued to the Placement Agent or
      any
      of its designees in connection with its services in connection with this
      offering of Debentures.

     

    c.       
      Form
      of Payment; Delivery of Certificates. 

     

    (i)       
      Each
      of
      the Buyers shall pay the Purchase Price for the Debentures to be purchased
      by
      such Buyer by delivering immediately available good funds in United States
      Dollars to the Escrow prior to the respective Closing on the applicable Closing
      Date, determined as provided in Section 6.

     

    (ii)       
      Promptly
      following payment to the Company from the Escrow of the Purchase Price to be
      paid for the purchase of the Debentures being purchased by such Buyer, the
      Company shall deliver to the Buyers the Certificates purchased at such Closing.
      

     


    
      
        
        

      

      
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    d.       
      Payment
      to the Escrow. All
      payments to the Escrow for the purchase of the Debentures shall be made at
      or
      prior to the Closing by wire transfer of funds to the Escrow, as
      follows:

     

    
      	
            	
              Beneficiary
                Account Name:

            	
               Divine
                Capital Markets LLC

              EYCI
                Special Escrow Account

            


    

    


    
      	
            	
              Beneficiary
                Account No.: 

            	
              217-633
                623 1-65

            


    

     

    FBO:
      EYCI, Special Account for Exclusive Benefit of Clients of DCM

    


    
      	
            	
              ABA/Transit
                No.: 

            	
              021-000-021

            


    

    


    
      	
            	
              Beneficiary
                Bank:

            	
              JP
                Morgan / Chase Manhattan Bank

              
                1
                  Chase Manhattan Plaza

                New
                  York, New York 10004

              

            


    

     

    2.       
      BUYERS
      REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT
      INVESTIGATION.

     

    Each
      Buyer represents and warrants to, and covenants and agrees with, the Company
      as
      follows:

     

    a.       
      Without
      limiting any Buyer’s right to sell the Common Stock pursuant to the Registration
      Statement, each Buyer is purchasing the Debentures and will be acquiring the
      Conversion Shares for its own account for investment only and not with a view
      towards the public sale or distribution thereof and not with a view to or for
      sale in connection with any distribution thereof.

     

    b.       
      Each
      Buyer is (i) an “accredited investor” as that term is defined in Rule 501 of the
      General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3),
      (ii) experienced in making investments of the kind described in this Agreement
      and the related documents, (iii) able, by reason of the business and financial
      experience of its officers (if an entity) and professional advisors (who are
      not
      affiliated with or compensated in any way by the Company or any of its
      affiliates or selling agents), to protect its own interests in connection with
      the transactions described in this Agreement, and the related documents, and
      (iv) able to afford the entire loss of its investment in the
      Securities.

     

    c.       
      All
      subsequent offers and sales of the Securities by each Buyer shall be made
      pursuant to registration of the Shares under the 1933 Act or pursuant to an
      exemption from registration and compliance with applicable states’ securities
      laws.

     

    d.       
      Each
      Buyer understands that the Securities are being offered and sold to it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying upon
      the truth and accuracy of, and the Buyer’s compliance with, the representations,
      warranties, agreements, acknowledgments and understandings of the Buyers set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Buyers to acquire the Securities.

     


    
      
        
        

      

      
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    e.       
      Each
      Buyer and its advisors, if any, have been furnished with all materials relating
      to the business, finances and operations of the Company and materials relating
      to the offer and sale of the Securities which have been requested by the Buyer.
      Each Buyer and its advisors, if any, have been afforded the opportunity to
      ask
      questions of the Company and have received complete and satisfactory answers
      to
      any such inquiries. Without limiting the generality of the foregoing, each
      Buyer
      has also had the opportunity to obtain and to review the Company’s (1) Annual
      Report on Form 10-KSB for the fiscal year ended December 31, 2003, filed April
      28, 2004, (2) Quarterly Report on Form 10-QSB for the period ended March 31,
      2004 filed May 24, 2004, (3) Quarterly Report on Form 10-QSB for the period
      ended June 30, 2004 filed September 8, 2004, (4) Amendment to Quarterly Report
      on Form 10-QSB for the period ended June 30, 2004 filed October 19, 2004, (5)
      Quarterly Report on Form 10-QSB for the period ended September 30, 2004 filed
      November 23, 2004 and (6) Registration Statement on Form SB-2/A filed February
      10, 2005 (the “Pending SB-2” and together with the other documents referred to
      in the preceding clauses (1) through (5), the “Company’s SEC
      Documents”).

     

    f.       
      Each
      Buyer understands that its investment in the Securities involves a high degree
      of risk, including the risk of the loss of the Buyer’s entire
      investment.

     

    g.       
      Each
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities.

     

    h.       
      Each
      Buyer is duly organized, validly existing and in good standing under the laws
      of
      the jurisdiction of its organization. This Agreement and the other Transaction
      Documents have been duly and validly authorized, executed and delivered on
      behalf of the Buyer and create a valid and binding agreement of the Buyer
      enforceable in accordance with its terms, subject as to enforceability to
      general principles of equity and to bankruptcy, insolvency, moratorium and
      other
      similar laws affecting the enforcement of creditors’ rights
      generally.

     

    i.       
      Such
      Buyer has not employed any broker or finder in connection with the transactions
      contemplated by this Agreement.

     

    j.       
      The
      state
      in which any offer to purchase shares hereunder was made to or accepted by
      such
      Buyer is the state shown as the Buyer’s address on Schedule I
      hereto.

     

    k.       
      Each
      Buyer was not formed for the purpose of investing solely in the Securities
      which
      may be acquired hereunder.

     

    l.       
      Each
      Buyer is able to bear the complete loss of such Buyer’s investment in the
      Securities.

     

    m.       
      Each
      Buyer’s execution, delivery and performance under this Agreement will not breach
      the provisions of any agreement to which such Buyer is a party.

     


    
      
        
        

      

      
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    3.       
      COMPANY
      REPRESENTATIONS, ETC.

     

    The
      Company represents and warrants to the Buyers that:

     

    a.       
      Concerning
      the Debentures and the Shares. There
      are
      no preemptive rights of any stockholder of the Company to acquire the Debentures
      or the Shares. 

     

    b.       
      Reporting
      Company Status. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has the requisite corporate power
      to
      own its properties and to carry on its business as now being conducted. The
      Company is duly qualified as a foreign corporation to do business and is in
      good
      standing in the State of Florida and in each other jurisdiction where the nature
      of the business conducted or property owned by it makes such qualification
      necessary, other than those jurisdictions in which the failure to so qualify
      would not have a material adverse effect on the business, operations or
      condition (financial or otherwise) or results of operation of the Company and
      its subsidiaries taken as a whole (a “Material Adverse Effect”). The Company has
      registered its Common Stock pursuant to Section 12 of the Securities Exchange
      Act of 1934, as amended (the “1934 Act”), and the Common Stock is listed and
      traded on the OTC Bulletin Board Market of the National Association of
      Securities Dealers, Inc. (trading symbol: EYCI). The Company has received no
      notice, either oral or written, with respect to the continued eligibility of
      the
      Common Stock for such listing, and the Company has maintained all requirements
      for the continuation of such listing.

     

    c.       
      Authorized
      Shares. The
      authorized capital stock of the Company consists of 120,000,000 shares of
      capital stock, of which 80,000,000 shares are designated as Class A Common
      Stock, par value $0.001 per share (the “Common Stock”), 20,000,000 shares are
      designated Class B Common Stock, par value $0.001 per share and 20,000,000
      shares are designated as Preferred Stock. As of the date hereof, assuming the
      conversion or exercise of certain currently outstanding common stock equivalents
      of the Company into underlying shares of Common Stock, 23,807,147 shares of
      Common Stock (excluding an additional approximately 2,676,344 shares of Common
      Stock to be issued upon conversion of certain currently outstanding debentures
      and exercise of certain currently outstanding warrants), 5,302,802 shares of
      Class B Common Stock and 155 Series A Convertible Preferred Shares and 86 Series
      C Mandatory Convertible Preferred Shares of stock are issued and outstanding.
      All issued and outstanding shares of Common Stock have been duly authorized
      and
      validly issued and are fully paid and nonassessable. The Company has sufficient
      authorized and unissued shares of Common Stock as may be necessary to effect
      the
      issuance of the Shares. The Shares have been duly authorized and, when issued
      upon conversion of, or as interest on, the Debentures will be duly and validly
      issued, fully paid and non-assessable and will not subject the holder thereof
      to
      personal liability by reason of being such holder. At all times, the Issuer
      shall keep available and reserved for issuance to the holders of the Debentures
      Common Stock duly authorized for issuance against the Debentures.

     

    d.       
      Securities
      Purchase Agreement; Registration Rights Agreement. This
      Agreement and the Registration Rights Agreement, between the Company and the
      Buyers, substantially in the form of Exhibit C annexed hereto (the “Registration
      Rights Agreement”), and the transactions contemplated thereby, have been duly
      and validly authorized by the Company, this Agreement has been duly executed
      and
      delivered by the Company. Each of this Agreement, the Debentures and the
      Registration Rights Agreement, when executed and delivered by the

     

     

    
      
        
        

      

      
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    Company,
      are and will be, valid, legal and binding agreements of the Company enforceable
      in accordance with their respective terms, subject as to enforceability to
      general principles of equity and to bankruptcy, insolvency, moratorium, and
      other similar laws affecting the enforcement of creditors’ rights
      generally.

     

    e.       
      Non-contravention.
      The
      execution and delivery of this Agreement, the Debentures and the Registration
      Rights Agreement by the Company, the issuance of the Securities, and the
      consummation by the Company of the other transactions contemplated by this
      Agreement, the Registration Rights Agreement, and the Debentures do not and
      will
      not conflict with or result in a breach by the Company of any of the terms
      or
      provisions of, or constitute a default under (i) the Certificate of
      Incorporation or by-laws of the Company, each as currently in effect, (ii)
      any
      indenture, mortgage, deed of trust, or other material agreement or instrument
      to
      which the Company is a party or by which it or any of its properties or assets
      are bound, including any listing agreement for the Common Stock, except as
      herein set forth or an event which results in the creation of any lien, charge
      or encumbrance upon any assets of the Company or of any of its subsidiaries
      or
      the triggering of any preemptive or anti-dilution rights or rights of first
      refusal or first offer on the part of holders of the Company’s securities, (iii)
      to its knowledge, any existing applicable law, rule, or regulation or any
      applicable decree, judgment, or order of any court, United States federal or
      state regulatory body, administrative agency, or other governmental body having
      jurisdiction over the Company or any of its properties or assets, or (iv) the
      Company’s listing agreement for its Common Stock, except such conflict, breach
      or default which would not have a Material Adverse Effect. 

     

    f.       
      Approvals.
      No
      authorization, approval or consent of any court, governmental body, regulatory
      agency, self-regulatory organization, or stock exchange or market or the
      stockholders of the Company is required to be obtained by the Company for the
      issuance and sale of the Securities to the Buyers as contemplated by this
      Agreement, except such authorizations, approvals and consents that have been
      obtained, or such authorizations, approvals and consents, the failure of which
      to obtain would not have a Material Adverse Affect.

     

    g.       
      SEC
      Filings. To
      the
      best of the Company's knowledge, none of the Company’s SEC Documents contained,
      at the time they were filed, any untrue statement of a material fact or omitted
      to state any material fact required to be stated therein or necessary to make
      the statements made therein in light of the circumstances under which they
      were
      made, not misleading. Except as set forth on Schedule
      3(g)
      to this
      Agreement, the Company has since January 1, 2003 timely filed all requisite
      forms, reports and exhibits thereto with the SEC. The Company is not aware
      of
      any event occurring on or prior to a Closing Date or the Delivery Date (other
      than the transactions effected hereby) that would require the filing of, or
      with
      respect to which the Company intends to file, a Form 8-K after such date.


     

    h.       
      Absence
      of Certain Changes. Since
      December 31, 2003, there has been no material adverse change and no material
      adverse development in the business, properties, operations, condition
      (financial or otherwise), or results of operations of the Company or any of
      its
      subsidiaries, except as disclosed in the Company’s SEC Documents. Since December
      31, 2003, except as provided in the Company’s SEC Documents, neither the Company
      nor any of its subsidiaries has (i) incurred or become subject to any material
      liabilities (absolute or contingent) except liabilities incurred in the ordinary
      course of business consistent with past practices; (ii) discharged or satisfied
      any material lien or encumbrance or paid any material obligation or


     

     

    
      
        
        

      

      
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    liability
      (absolute or contingent), other than current liabilities paid in the ordinary
      course of business consistent with past practices; (iii) declared or made any
      payment or distribution of cash or other property to stockholders with respect
      to its capital stock, or purchased or redeemed, or made any agreements to
      purchase or redeem, any shares of its capital stock; (iv) sold, assigned or
      transferred any other tangible assets, or canceled any debts or claims, except
      in the ordinary course of business consistent with past practices; (v) suffered
      any substantial losses or waived any rights of material value, whether or not
      in
      the ordinary course of business, or suffered the loss of any material amount
      of
      existing business; (vi) made any changes in employee compensation, except in
      the
      ordinary course of business consistent with past practices; or (vii) experienced
      any material problems with labor or management in connection with the terms
      and
      conditions of their employment.

     

    i.       
      Full
      Disclosure. There
      is
      no fact known to the Company (other than general economic conditions known
      to
      the public generally or as disclosed in the Company’s SEC Documents) that has
      not been disclosed in writing to the Buyers that (i) would reasonably be
      expected to have a Material Adverse Effect, (ii) would reasonably be expected
      to
      materially and adversely affect the ability of the Company to perform its
      obligations pursuant to this Agreement or any of the agreements contemplated
      hereby (collectively, including this Agreement, the “Transaction Documents”), or
      (iii) would reasonably be expected to materially and adversely affect the value
      of the rights granted to the Buyers in the Transaction Documents.

     

    j.       
      Absence
      of Litigation. There
      is
      no action, suit, proceeding, inquiry or investigation before or by any court,
      public board or body pending or, to the knowledge of the Company, threatened
      against or affecting the Company or any of its subsidiaries, wherein an
      unfavorable decision, ruling or finding would have a Material Adverse Effect
      or
      which would adversely affect the validity or enforceability of, or the authority
      or ability of the Company and its subsidiaries taken as a whole to perform
      its
      obligations under, any of the Transaction Documents. Neither the Company nor
      any
      of its subsidiaries is a party to or subject to the provisions of, any order,
      writ, injunction, judgement or decree of any court or government agency or
      instrumentality which could reasonably be expected to have a Material Adverse
      Effect. 

     

    k.       
      Absence
      of Events of Default. Except
      as
      disclosed in the Company’s SEC Documents, no Event of Default (or its equivalent
      term), as defined in the respective agreement, indenture, mortgage, deed of
      trust or other instrument to which the Company or any of its subsidiaries is
      a
      party, and no event which, with the giving of notice or the passage of time
      or
      both, would become an Event of Default (or its equivalent term) (as so defined
      in such document), has occurred and is continuing, which would have a Material
      Adverse Effect. 

     

    l.       
      Prior
      Issues. Except as
      set
      forth in the Company’s SEC Documents, during the twelve (12) months preceding
      the date hereof, the Company has not issued any convertible securities or any
      shares of the Common Stock. 

     

    m.       
      No
      Undisclosed Liabilities or Events. The
      Company has no liabilities or obligations other than those disclosed in the
      Company’s SEC Documents or those incurred in the ordinary course of the
      Company’s business since December 31, 2003, and which individually or in the
      aggregate, do not or would not have a Material Adverse Effect. No event or
      circumstances has occurred or exists with respect to the Company or its
      properties, business, condition (financial or otherwise), or results of
      operations, which, under applicable law, rule or regulation, 

     

     

    
      
        
        

      

      
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    requires
      public disclosure or announcement prior to the date hereof by the Company but
      which has not been so publicly announced or disclosed. There are no proposals
      currently under consideration or currently anticipated to be under consideration
      by the Board of Directors or the executive officers of the Company which
      proposal would (x) change the Certificate of Incorporation, by-laws or any
      other
      charter document of the Company, each as currently in effect, with or without
      shareholder approval, which change would reduce or otherwise adversely affect
      the rights and powers of the shareholders of the Common Stock or (y) materially
      or substantially change the business, assets or capital of the Company,
      including its interests in subsidiaries. 

     

    n.       
      Intentionally
      Omitted.

     

    o.       
      No
      Integrated Offering. Neither
      the Company nor any of its affiliates nor any person acting on its or their
      behalf has, directly or indirectly, at any time since December 31, 2003 made
      any
      offer or sales of any security or solicited any offers to buy any security
      under
      circumstances that would eliminate the availability of the exemption from
      registration under Rule 506 of Regulation D in connection with the offer and
      sale of the Securities as contemplated hereby.

     

    p.       
      Dilution.
      The
      number of Shares issuable upon conversion of the Debentures may increase
      substantially in certain circumstances, including, but not necessarily limited
      to, the circumstance wherein the market price of the Common Stock declines
      prior
      to the conversion of the Debentures. The Company’s executive officers and
      directors have studied and fully understand the nature of the securities being
      sold hereby and recognize that they have a potential dilutive effect and further
      that the conversion of the Debentures and/or sale of the Conversion Shares
      may
      have an adverse effect on the market price of the Common Stock. The board of
      directors of the Company has concluded, in its good faith business judgment,
      that such issuance is in the best interests of the Company. The Company
      specifically acknowledges that its obligation to issue the Conversion Shares
      upon conversion of the Debentures is binding upon the Company and enforceable
      regardless of the dilution such issuance may have on the ownership interests
      of
      other shareholders of the Company.

     

    q.       
      Regulatory Permits.
      The
      Company has all such permits, easements, consents, licenses, franchises and
      other governmental and regulatory authorizations from all appropriate federal,
      state, local or other public authorities (“Permits”) as are necessary to own and
      lease its properties and conduct its businesses in all material respects in
      the
      manner described in the Registration Statement and as currently being conducted.
      All such Permits are in full force and effect and the Company has fulfilled
      and
      performed all of its material obligations with respect to such Permits, and
      no
      event has occurred that allows, or after notice or lapse of time would allow,
      revocation or termination thereof or will result in any other material
      impairment of the rights of the holder of any such Permit, subject in each
      case
      to such qualification as may be disclosed in the Prospectus. Such Permits
      contain no restrictions that would materially impair the ability of the Company
      to conduct businesses in the manner consistent with its past practices. The
      Company has not received notice or otherwise has knowledge of any proceeding
      or
      action relating to the revocation or modification of any such
      Permit.

     


    
      
        
        

      

      
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    r.       
      Hazardous
      Materials.
      The
      Company is in compliance with all applicable Environmental Laws in all respects
      except where the failure to comply does not have and could not reasonably be
      expected to have a Material Adverse Effect. For purposes of the foregoing:
      

     

    “Environmental
      Laws”
      means,
      collectively, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended, the Superfund Amendments and Reauthorization
      Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances
      Control Act, as amended, the Clean Air Act, as amended, the Clean Water Act,
      as
      amended, any other “Superfund” or “Superlien” law or any other applicable
      federal, state or local statute, law, ordinance, code, rule, regulation, order
      or decree regulating, relating to, or imposing liability or standards of conduct
      concerning, the environment or any Hazardous Material. 

    


    “Hazardous
      Material” means
      and includes any hazardous, toxic or dangerous waste, substance or material,
      the
      generation, handling, storage, disposal, treatment or emission of which is
      subject to any Environmental Law.

    


    s.       
      Independent
      Public Accountants. Brimmer,
      Burek & Keelan, LLP, who has certified the consolidated financial statements
      of the Company, including the notes thereto, included in the Company’s Annual
      Report on Form 10-KSB for the year ended December 31, 2003, is an independent
      public accountant with respect to the Company, as required by the 1934 Act
      and
      the 1934 Act, the 1933 Act and the rules and regulations promulgated
      thereunder.

     

    t.       
      Internal
      Accounting Controls. The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurances that (1) transactions are executed in accordance with
      management’s general or specific authorization; (2) transactions are recorded as
      necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles and to maintain accountability for
      assets; (3) access to assets is permitted only in accordance with management’s
      general or specific authorization; and (4) the recorded accountability for
      assets is compared with existing assets at reasonable intervals and appropriate
      action is taken with respect to any differences.

     

    u.       
      No
      Brokers.
      The
      Company has not engaged any person to act on its behalf in connection with
      the
      purchase and sale of the Debentures to the Buyers hereunder other than Divine
      Capital Markets, LLC, and no person is entitled to receive any consideration
      from the Company or any Buyer arising from any finder’s agreement, brokerage
      agreement or other agreement to which the Company is a party.

     

    4.       
      CERTAIN
      COVENANTS AND ACKNOWLEDGMENTS.

     

    a.       
      Transfer
      Restrictions. The
      Buyers acknowledge that (1) the Debentures have not been and are not being
      registered under the provisions of the 1933 Act and, except as provided in
      the
      Registration Rights Agreement, the Shares have not been and are not being
      registered under the 1933 Act, and may not be transferred unless (A)
      subsequently registered thereunder or (B) the Buyers shall have delivered to
      the
      Company an opinion of counsel, reasonably satisfactory in form, scope and
      substance to the Company, to the effect that the Securities to be sold or
      transferred may be sold or transferred pursuant to an exemption from such
      registration; (2) any sale of the Securities made in reliance on Rule 144
      promulgated under the 1933 Act may be made only in accordance with the terms
      of
      said Rule and further, if said 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Rule
      is
      not applicable, any resale of such Securities under circumstances in which
      the
      seller, or the person through whom the sale is made, may be deemed to be an
      underwriter, as that term is used in the 1933 Act, may require compliance with
      some other exemption under the 1933 Act or the rules and regulations of the
      SEC
      thereunder and (4) neither the Company nor any other person is under any
      obligation to register the Securities (other than pursuant to the Registration
      Rights Agreement) under the 1933 Act or to comply with the terms and conditions
      of any exemption thereunder.

     

    b.       
      Restrictive
      Legend. The
      Buyers acknowledge and agree that the Debentures and, until such time as the
      Shares have been registered under the 1933 Act as contemplated by the
      Registration Rights Agreement and sold in accordance with an effective
      Registration Statement, certificates and other instruments representing any
      of
      the Securities shall bear a restrictive legend in substantially the following
      form (and a stop-transfer order may be placed against transfer of any such
      Securities):

     

    THESE
      SECURITIES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE
      AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER
      EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
      REQUIRED.

     

    c.       
      Registration
      Rights Agreement. The
      parties hereto agree to enter into the Registration Rights Agreement on or
      before the Closing Date. 

     

    d.       
      Filings.
      The
      Company undertakes and agrees to make all necessary filings in connection with
      the sale of the Securities to the Buyers required under any United States laws
      and regulations applicable to the Company (including without limitation state
      “blue sky” laws), or by any domestic securities exchange or trading market, and
      to provide a copy thereof to the Buyers promptly after such filing.

     

    e.       
      Reporting
      Status.
      So long
      as any of the Buyers beneficially own any of the Securities, the Company shall
      timely file prior to or on the date when due all reports required to be filed
      with the SEC pursuant to Section 13 or 15(d) of the 1934 Act, and the Company
      shall not terminate its status as an issuer required to file reports under
      the
      1934 Act even if the 1934 Act or the rules and regulations thereunder would
      permit such termination. Except as otherwise set forth in this Agreement and
      the
      Transaction Documents, the Company will take all reasonable action under its
      control to obtain and to continue the listing and trading of its Common Stock
      (including, without limitation, all Registrable Securities) on the OTC Bulletin
      Board Market of the National Association of Securities Dealers, Inc. and will
      comply in all material respects with the Company’s reporting, filing and other
      obligations under the by-laws or rules of the National Association of Securities
      Dealers, Inc. (“NASD”).

     

    f.       
      Use
      of Proceeds.
      Subject
      to the best interest of the Company, it is the intention of the Company to
      use
      the proceeds from the sale of the Debentures (excluding 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    amounts
      paid by the Company for legal fees in connection with the sale of the
      Debentures) for operating expenses and working capital purposes. 

     

    g.       
      Available
      Shares.
      The
      Company shall have at all times authorized and reserved for issuance, free
      from
      preemptive rights, shares of Common Stock equal to three hundred percent (300%)
      of the number of shares of Common Stock issuable upon conversion of the
      then-outstanding Debentures (including accrued interest thereon) as may be
      required to satisfy the conversion rights of the Buyers pursuant to the terms
      and conditions of the Debentures. If at any time, the Company does not have
      available an amount of authorized and non-issued Shares necessary to satisfy
      full Conversion of the then outstanding amount of the Debentures, the Company
      shall, without notice or demand by the Buyers, call within thirty (30) days
      of
      such occurrence and hold within sixty (60) days of such occurrence a special
      meeting of shareholders, for the sole purpose of increasing the number of shares
      authorized. Management of the Company shall recommend to shareholders to vote
      in
      favor of increasing the number of Common Stock authorized. Members of the
      Company’s Management shall also vote all of their own shares in favor of
      increasing the number of Common Stock authorized. Alternatively, to the extent
      permitted by applicable law, the Company may procure the written consent of
      stockholders to increase the number of shares authorized, and provide the
      stockholders with notice thereof as may be required under applicable law
      (including without limitation Section 14(c) of the 1934 Act and Regulation
      14C
      thereunder). Upon obtaining stockholder approval as aforesaid, the Company
      shall
      cause the appropriate increase in its authorized shares of Common
      Stock.

     

    h.       
      Reimbursement.
      If
      (i)
      any Buyer, other than by reason of its gross negligence, willful misconduct
      or
      breach of law, becomes a party defendant in any capacity in any action or
      proceeding brought by any stockholder of the Company, in connection with or
      as a
      result of the consummation of the transactions contemplated by the Transaction
      Documents, or if such Buyer is impleaded in any such action, proceeding or
      investigation by any Person, or (ii) any Buyer, other than by reason of its
      gross negligence, willful misconduct or breach of law, becomes a party defendant
      in any capacity in any action or proceeding brought by the SEC against or
      involving the Company or in connection with or as a result of the consummation
      of the transactions contemplated by the Transaction Documents, or if such Buyer
      is impleaded in any such action, proceeding or investigation by any Person,
      then
      in any such case, the Company will reimburse such Buyer for its reasonable
      legal
      and other expenses (including the cost of any investigation and preparation)
      incurred in connection therewith. The reimbursement obligations of the Company
      under this paragraph shall be in addition to any liability which the Company
      may
      otherwise have, shall extend upon the same terms and conditions to any
      affiliates of the Buyers who are actually named in such action, proceeding
      or
      investigation, and partners, directors, agents, employees and controlling
      persons (if any), as the case may be, of the Buyers and any such Affiliate,
      and
      shall be binding upon and inure to the benefit of any successors, assigns,
      heirs
      and personal representatives of the Company, the Buyers and any such Affiliate
      and any such Person. Except as otherwise set forth in the Transaction Documents,
      the Company also agrees that neither any Buyer nor any such Affiliate, partners,
      directors, agents, employees or controlling persons shall have any liability
      to
      the Company or any person asserting claims on behalf of or in right of the
      Company in connection with or as a result of the consummation of the Transaction
      Documents except to the extent that any losses, claims, damages, liabilities
      or
      expenses incurred by the Company result from the gross negligence or willful
      misconduct of 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    such
      Buyer or from a breach of the representations, covenants and conditions
      contained herein or from a breach of law. 

     

    5.       
      TRANSFER
      AGENT INSTRUCTIONS.

     

    a.       
      Promptly
      following the purchase by the Buyers of the Debentures in accordance with
      Section 1(c) hereof, the Company will irrevocably instruct its transfer agent
      to
      issue Common Stock from time to time upon conversion of the Debentures in such
      amounts as specified from time to time by the Company to the transfer agent,
      bearing the restrictive legend specified in Section 4(b) of this Agreement
      prior
      to registration of the Shares under the 1933 Act, registered in the name of
      the
      respective Buyer or its permitted assigns and in such denominations to be
      specified by such Buyer in connection with each conversion of the Debentures.
      The Company warrants that if the Buyer is not in breach of the representations
      and warranties contained in this Agreement, no instruction other than such
      instructions referred to in this Section 5 and stop transfer instructions to
      give effect to Section 4(a) hereof prior to registration and sale of the
      Converted Shares under the 1933 Act will be given by the Company to the transfer
      agent and that the Converted Shares shall otherwise be freely transferable
      on
      the books and records of the Company as and to the extent provided in this
      Agreement, the Registration Rights Agreement, and applicable law. Nothing in
      this Section shall affect in any way the Buyers’ obligations and agreement to
      comply with all applicable securities laws upon resale of the Securities. If
      any
      Buyer provides the Company with an opinion of counsel reasonably satisfactory
      to
      the Company that registration of a resale by such Buyer of any of the Securities
      in accordance with clause (1)(B) of Section 4(a) of this Agreement is not
      required under the 1933 Act, the Company shall (except as provided in clause
      (2)
      of Section 4(a) of this Agreement) permit the transfer of the Securities and,
      in
      the case of the Converted Shares, instruct the Company’s transfer agent to issue
      one or more certificates for Common Stock without legend in such name and in
      such denominations as specified by the Buyer.

     

    b.       
      (i) The
      Company will permit the Buyers to exercise their rights to convert the
      Debentures by telecopying or delivering an executed and completed Notice of
      Conversion to the Company. The Company will within two (2) Business Days respond
      with its endorsement so as to confirm the outstanding principal amount of any
      Debenture submitted for conversion or shall reconcile any difference with the
      Buyer promptly after receiving such Notice of Conversion.

     

    (ii)       
      The
      term
“Conversion Date” means, with respect to any conversion elected by the holder of
      the Debentures, the date specified in the Notice of Conversion, provided the
      copy of the Notice of Conversion is given either via mail or facsimile to or
      otherwise delivered to the Company in accordance with the provisions hereof
      so
      that it is received by the Company on or before such specified date.


     

    (iii)       
      The
      Company will transmit the certificates representing the Converted Shares
      issuable upon conversion of any Debentures (together, unless otherwise
      instructed by the Buyer, with Debentures not being so converted) to the Buyer
      at
      the address specified in the Notice of Conversion (which may be the Buyer’s
      address for notices as contemplated by Section 12 hereof or a different address)
      via express courier, by electronic transfer or otherwise, within five (5)
      business days if the address for delivery is in the United States and within
      seven (7) business days if the address for delivery is outside the United States
      (such fifth business day or seventh business day, as the case may be, the
“Delivery Date”) after (A) the business day on 

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    which
      the
      Company has received both of the Notice of Conversion (by facsimile or other
      delivery) and the original Debentures being converted (and if the same are
      not
      delivered to the Company on the same date, the date of delivery of the second
      of
      such items) or (B) the date an interest payment on the Debentures, which the
      Company has elected to pay by the issuance of Common Stock, as contemplated
      by
      the Debentures, was due.

     

    c.       
      From
      and
      after the date on which the Shares have been registered under the 1933 Act
      as
      contemplated by the Registration Rights Agreement, the failure to issue
      unrestricted, freely tradable Conversion Shares to the Buyers upon Conversion
      shall be considered an Event of Default, which if not cured after ten (10)
      days
      prior written notice, shall
      entitle the Buyers (or
      any
      of them) to demand
      that the Debentures held
      by
      them be immediately redeemed by a cash payment equal to 131% of the principal
      amount and accrued interest on such Debentures (whether or not the terms of
      such
      Debentures expressly
      permit the redemption thereof).
      The
      Company acknowledges that the failure to honor a Notice of Conversion shall
      cause quantifiable economic injury to the Buyer whose Notice of Conversion
      is
      not honored.

     

    d.       
      The
      Company will authorize its transfer agent to give information to a Buyer or
      such
      Buyer’s representative relating to the transfer of the Company’s shares of
      Common Stock to the Buyer, upon the reasonable request of the Buyer or any
      such
      representative. The Company will provide such Buyer with a copy of the
      authorization so given to the transfer agent.

     

    e.       
      Each
      Buyer shall be entitled to exercise its conversion privilege with respect to
      the
      Debentures notwithstanding the commencement of any case under 11 U.S.C. §101
et
      seq.
      (the
“Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy
      Code, the Company hereby waives, to the fullest extent permitted, any rights
      to
      relief it may have under 11 U.S.C. §362 in respect of such Buyer’s conversion
      privilege. The Company hereby waives, to the fullest extent permitted, any
      rights to relief it may have under 11 U.S.C. §362 in respect of the conversion
      of the Debentures. The Company agrees, without cost or expense to such Buyer,
      to
      take or to consent to any and all action necessary to effectuate relief under
      11
      U.S.C. §362.

     

    6.       
      CLOSING
      DATE.

     

    a.       
      The
      purchases and sales of Debentures will occur at one or more closings under
      this
      Agreement, the first of which will occur when Buyers have deposited not less
      than $250,000 of the Purchase Price in the Escrow for the transactions
      contemplated under this Agreement. The next Closing under this Agreement will
      occur on the earlier of (x) the date on which the Buyers who will purchase
      the
      balance of the Debentures to be purchased and sold under this Agreement have
      deposited the full amount of their purchase prices in the Escrow and (y) such
      earlier date as the Company and the Buyers purchasing at such Closing shall
      agree. If a Closing occurs under (y) of the preceding sentence, then the next
      or
      final Closing shall occur on the date on which the Buyers who will purchase
      the
      balance of the Debentures to be purchased and sold under this Agreement have
      deposited the full amount of their purchase prices in the Escrow.

     

    b.       
      In
      the
      case of each Closing, the Closing Date shall occur on the date which is the
      first trading day after each of the conditions contemplated by Sections 7 and
      8
      hereof shall have either been satisfied or been waived by the party in whose
      favor such conditions run.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    c.       
      In
      the
      case of each Closing, the Closing of the purchase and issuance of Debentures
      shall occur on the Closing Date at the offices of the Placement Agent’s counsel,
      McGuireWoods LLP, 1345 Avenue of the Americas, 7th
      Floor,
      New York, NY 10105 and
      shall
      take place no later than 3:00 P.M., New York time, on such day or such other
      time as is mutually agreed upon by the Company and the Buyers.

     

    d.       
      The
      Final
      Closing Date shall be the Closing Date of the purchase and sale of Debentures
      in
      the aggregate principal amount of $1,000,000, or such earlier Closing Date
      as
      the Placement Agent may specify to the Company in writing or the effective
      date
      of the termination for any reason of the Placement Agent’s engagement as the
      Company’s placement agent in connection with the offering of Debentures
      hereunder and under the other Transaction Documents, or at the Company's
      discretion after June 30, 2005.

     

    7.       
      CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL.

     

    The
      Company’s obligation to sell the Debentures to the Buyer pursuant to this
      Agreement on each Closing Date is conditioned upon:

     

    a.       
      Delivery
      from the Escrow to the Company of good funds as payment in full of an amount
      equal to the Purchase Price for the Debentures in accordance with this
      Agreement; 

     

    b.       
      The
      accuracy on the Closing Date of the representations and warranties of the Buyers
      contained in this Agreement, each as if made on such date, and the performance
      by the Buyers on or before such date of all covenants and agreements of the
      Buyers required to be performed on or before such date; and

     

    c.       
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the transactions contemplated hereby, or requiring any consent or approval
      which
      shall not have been obtained.

     

    8.       
      CONDITIONS
      TO THE BUYERS’ OBLIGATION TO PURCHASE.

     

    The
      Buyer’s obligation of those Buyers who are purchasing Debentures at a particular
      closing to purchase the Debentures on the applicable Closing Date is conditioned
      upon:

     

    a.       
      The
      execution and delivery of this Agreement and the Registration Rights Agreement
      by the Company;

     

    b.       
      Delivery
      by the Company to the Buyers of the Debentures to be purchased in accordance
      with this Agreement;

     

    c.       
      Delivery
      by the Company to the Buyers of an opinion of counsel to the Company,
      substantially in the form attached hereto as Exhibit C and dated as of the
      Closing Date; 

     

    d.       
      The
      accuracy in all material respects on the Closing Date of the representations
      and
      warranties of the Company contained in this Agreement, each as if made on such
      date, and the performance by the Company on or before such date of all covenants
      and agreements of the Company required to be performed on or before such
      date;

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


     

    e.       
      There
      shall not be in effect any law, rule or regulation prohibiting or restricting
      the transactions contemplated hereby, or requiring any consent or approval
      which
      shall not have been obtained; and

     

    f.       
      From
      and
      after the date hereof to and including the Closing Date, the trading of the
      Common Stock shall not have been suspended by the SEC or the NASD and trading
      in
      securities generally on the New York Stock Exchange or The NASDAQ/National
      Market System shall not have been suspended or limited, nor shall minimum prices
      been established for securities traded on The NASDAQ/National Market System,
      nor
      shall there be any outbreak or escalation of hostilities involving the United
      States or any material adverse change in any financial market that in either
      case in the reasonable judgment of the Buyers makes it impracticable or
      inadvisable to purchase the Debentures.

     

    9.       
      GOVERNING
      LAW; MISCELLANEOUS. 

     

    a.       
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York for contracts to be wholly performed in such state and
      without giving effect to the principles thereof regarding the conflict of laws.
      Each of the parties consents to the jurisdiction of the federal courts whose
      districts encompass any part of the City of New York or the state courts of
      the
      State of New York sitting in the City and County of New York in connection
      with
      any dispute arising under this Agreement and hereby waives, to the maximum
      extent permitted by law, any objection, including any objection based on
forum
      non conveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Buyers for any reasonable legal
      fees and disbursements incurred by the Buyers in enforcement of or protection
      of
      any of its rights under any of the Transaction Documents.

     

    b.       
      Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    c.       
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto.

     

    d.       
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

     

    e.       
      A
      facsimile transmission of this signed Agreement shall be legal and binding
      on
      all parties hereto. 

     

    f.       
      This
      Agreement may be signed in one or more counterparts, each of which shall be
      deemed an original. 

     

    g.       
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement. 

     

    h.       
      If
      any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of 

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    the
      remainder of this Agreement or the validity or enforceability of this Agreement
      in any other jurisdiction. 

     

    i. This
      Agreement may be amended only by the written consent of a majority in interest
      of the holders of the Debentures and an instrument in writing signed by the
      Company.

     

    j. This
      Agreement supersedes all prior agreements and understandings among the parties
      hereto with respect to the subject matter hereof. 

     

    10. NOTICES.

     

    Any
      notice required or permitted hereunder shall be given in writing (unless
      otherwise specified herein) and shall be deemed effectively given on the
      earliest of:

     

    a.       
      the
      date
      delivered, if delivered by personal delivery as against written receipt therefor
      or by confirmed facsimile transmission,

     

    b.       
      the
      seventh business day after deposit, postage prepaid, in the United States Postal
      Service by registered or certified mail, or 

     

    c.       
      the
      third
      business day after mailing by next-day express courier, with delivery costs
      and
      fees prepaid, in each case, addressed to each of the other parties thereunto
      entitled at the following addresses (or at such other addresses as such party
      may designate by ten (10) days’ advance written notice similarly given to each
      of the other parties hereto):

     

    
      	
              COMPANY:
                

            	
              Eye
                Care International, Inc.

            
	 	
              1511
                North Westshore Boulevard, Suite 925

            
	 	
              Tampa,
                FL 33607

            
	 	
              Attn:
                Clark A. Marcus, President and Chief Executive Officer

            
	 	
              Telecopier
                No. 813-289-5553

               

              with
                a copy to:

               

              Holland
                & Knight

              Attn:
                George Parnell, Esq.

              195
                Broadway, 24th
                Floor

              New
                York, NY 10007

              Telecopier
                No. 212-385-9010

            


    

    


    
      	
              BUYERS:
                

            	
              At
                the address set forth on the signature page of this
                Agreement

            
	 	 
	 	
              With
                a copy to:

            
	 	
              Divine
                Capital Markets, LLC

              Attn:
                Jason Goldstein

              39
                Broadway, 36th
                Floor

              New
                York, NY 100006

              Telecopier
                No. 212-509-5867

            
	 	 


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


     

    11.      
      SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES.
      The
      Company’s and the Buyers’ representations and warranties herein shall survive
      for a period of fifteen (15) months after the execution and delivery of this
      Agreement and shall inure to the benefit of the Buyers and the Company and
      their
      respective successors and assigns.

     

    12.       
      FEES;
      EXPENSES.

     

    a.       
      At
      each
      Closing, the Placement Agent shall receive cash compensation equal to thirteen
      percent (13%) of the gross proceeds of the Debentures (payable at each Closing),
      and in addition, at the first Closing under this Offering, the Company shall
      cause 1,000,000 shares of Common Stock (in the form of restricted securities
      and
      appropriately legended) to be issued to the Placement Agent or to such persons
      as the Placement Agent shall designate to the Company in writing. The Company
      shall also reimburse the Placement Agent for expenses it incurs in connection
      with its services to the Company in its capacity as Placement Agent in
      accordance with the terms of the agreement, dated February 22, 2005 between
      the
      Company and the Placement Agent. The cash compensation and expenses shall be
      deducted from the proceeds of the sale of the Debentures at each
      Closing.

     

    b.       
      The
      Company will pay the legal fees of the Placement Agent in the amount of $10,000
      and will pay the 100% of the disbursements actually incurred by counsel to
      the
      Placement Agent. The Company will pay $10,000 to such counsel at the first
      Closing, and in that connection hereby authorizes the Placement Agent to deduct
      such amount from the proceeds of the first Closing and transmit same to the
      Placement Agent’s legal counsel. The Company will pay disbursements of the
      Placement Agent’s legal counsel within ten (10) days of invoice therefor. The
      $10,000 in respect of fees of the Placement Agent’s counsel shall include only
      those fees paid for services rendered up to the Final Closing Date, and any
      other reasonable legal fees incurred by the Placement Agent’s counsel in
      connection with the Transaction Documents (including enforcement of the
      Company’s obligations or the exercise of the Placement Agent’s or the Buyers’
      remedies thereunder) or, if requested by the Placement Agent, review of the
      Registration Statement (as defined in the Registration Rights Agreement)
      (including review and comment on drafts thereof and advice concerning sales
      of
      Registrable Securities (as defined in the Registration Rights Agreement) shall
      be payable by the Company to such counsel within ten (10) days of the invoice
      therefor. 

     

    [Signature
      page follows]

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed by the Buyers and the Company as of the date
      set forth below.

     

    Date: __________
      ____, 2005

     

    
      	 	
              COMPANY:

            
	 	 
	 	
              Eye
                Care International, Inc.

               

               

            
	 	
              By:
                _______________________

            
	 	
              Name:
                Clark A. Marcus

              Title:
                President and Chief Executive Officer

            
	 	 
	 	 
	 	
              BUYER:
                

            
	 	 
	 	
              Name:
                

            
	 	 
	 	
              By:
                _____________________________

            
	 	
                             (Signature
                of Authorized Person)

            
	 	
              Printed
                Name: 

            
	 	 
	 	
              Address: 

            
	 	 
	 	
              Telephone:

            
	 	
              Facsimile: 

            
	 	 
	 	
              Principal
                Amount of Debentures to be Purchased:

               

              $_______________

            
	 	
              Tax
                ID No.:

            


    

    



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
              Exhibit
                A

            	
              FORM
                OF DEBENTURE

            


    

     

    
      	Exhibit
              B	
              REGISTRATION
                RIGHTS AGREEMENT

            


    

     

    
      	Exhibit
              C	
               OPINION
                OF COUNSEL

            


    

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    


    EXHIBIT
      A

    


     

    DEBENTURE

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN
      REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED
      OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION
      REQUIREMENTS THEREOF OR EXEMPTION THEREFROM. 

     

     

    
      	
              No.
                __

               

            	
              $_____________

               

            


    

    EYE
      CARE INTERNATIONAL, INC. 

     

    CONVERTIBLE
      DEBENTURE DUE [__________
      ____, 2008] 

    [THIRD
      ANNIVERSARY OF FINAL CLOSING DATE]

     

    Date
      of
      Issuance: [__________
      ____, 2005] [CLOSING DATE OF THIS BUYER’S FUNDING]

    


    FOR
      VALUE RECEIVED, EYE CARE INTERNATIONAL, INC.,
      a
      corporation organized and existing under the laws of the State of Delaware
      (the
      "Company"), hereby promises to pay to [________________],
      having
      its address at [_________________________________________]
      or
      its
      assigns (the "Holder" and together with the other holders of Debentures issued
      pursuant to the Securities Purchase Agreement (as defined below), the
      "Holders"), the principal sum of [SPELL-OUT
      NUMBER]
      and
      00/100 Dollars ($_______________)
      on
[__________
      ____, 2005] [FINAL CLOSING DATE],
      2008
      (the "Maturity Date") and to pay simple interest on the principal sum
      outstanding from time to time in arrears (i) upon conversion as provided herein
      or (ii) on the Maturity Date, at the rate of 6% per annum. Interest shall
      commence to accrue on this Debenture on the first such business day to occur
      after the date hereof and shall continue on a daily basis until payment in
      full
      of the principal sum has been made or duly provided for or until the full
      outstanding amount of this Debenture has been converted in accordance with
      the
      provisions hereof. The Company has the option to redeem this Debenture prior
      to
      the Maturity Date pursuant to Section 2(b). All unpaid principal and interest
      due and payable on the Maturity Date shall be paid in the form of Class A Common
      Stock of the Company, par value $0.001 per share ("Common Stock") pursuant
      to
      Section 3. The Holder has the option to cause any outstanding principal and
      interest on this Debenture to be converted into Common Stock at any time prior
      to the Redemption Date (as defined below) or the Maturity Date pursuant to
      Section 2(a).

     

    This
      Debenture is the Debenture referred to in the Securities Purchase Agreement
      (the
      "Securities Purchase Agreement") dated [________
      ____, 2005],
      between
      the Company and the Holder, is subject to the provisions of the Securities
      Purchase Agreement and further is subject to the following additional
      provisions:

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    


     

    1.       
      This
      Debenture has been issued subject to investment representations of the original
      purchaser hereof and may be transferred or exchanged only (a) with the Company’s
      prior written consent, which consent the Company may grant or withhold, in
      its
      sole discretion, and (b) in compliance with the Securities Act and other
      applicable state and foreign securities laws. In the event of any proposed
      transfer of this Debenture to which the Company has granted its consent, the
      Company may require, prior to issuance of a new Debenture in the name of such
      other person, that it receive reasonable transfer documentation including legal
      opinions that the issuance of the Debenture in such other name does not and
      will
      not cause a violation of the Securities Act or any applicable state or foreign
      securities laws. Prior to due presentment for transfer of this Debenture to
      which the Company has consented, the Company and any agent of the Company may
      treat the person in whose name this Debenture is duly registered on the
      Company's Debenture Register as the owner hereof for the purpose of receiving
      payment as herein provided and for all other purposes, whether or not this
      Debenture be overdue, and neither the Company nor any such agent shall be
      affected by notice to the contrary.

     

    2.       
      Conversion
      at Holder’s Option; Redemption at Company’s Option.

     

    a.       
      The
      Holder is entitled to, at any time or from time to time, convert the Conversion
      Amount into shares of Common Stock, at a conversion price for each share of
      Common Stock (the “Conversion Price") equal to 75% of the lowest closing bid
      price per share (as reported by Bloomberg, LP) of the Company's Common Stock
      for
      the twenty (20) Trading Days immediately preceding the date of conversion.
      Notwithstanding the foregoing, the Holder shall not be entitled to convert
      any
      part of this Debenture as to which the Company has previously issued to the
      Holder a Redemption Notice in accordance with Section 2(b). The Conversion
      Price
      will be adjusted as provided in Section 6. For purposes of this Debenture,
      the
      following terms have the meanings indicated below:

     

    (i)       
      “Conversion
      Amount” shall mean the sum of (A) all or any portion of the outstanding
      principal amount of this Debenture, as designated by the Holder upon exercise
      of
      its right of conversion and (B) all interest that has accrued on the portion
      of
      the principal amount that has been designated for payment pursuant to
      (A).

     

    (ii)       
      “Market
      Price of the Common Stock” means (x) the closing bid price of the Common Stock
      for the period indicated in the relevant provision hereof (unless a different
      relevant period is specified in the relevant provision), as reported by
      Bloomberg, LP or, if not so reported, as reported on the over-the-counter market
      or (y) if the Common Stock is listed on a stock exchange, the closing price
      on
      such exchange, as reported in The Wall Street Journal.

     

    (iii)       
      “Trading
      Day” shall mean any day on which the New York Stock Exchange is open for
      business.

     

    Conversion
      shall be effectuated by surrendering the Debentures to be converted to the
      Company’s Transfer Agent, American Stock Transfer & Trust Company, of New
      York, New York, at such Transfer Agent’s then-current address, accompanied by or
      preceded by facsimile or other delivery to the Company of the form of conversion
      notice attached hereto as Exhibit A, executed by the Holder of the Debenture
      evidencing such Holder's intention to convert this Debenture or a specified
      portion hereof, and accompanied, if required by the Company, by proper
      assignment hereof in blank. No fractional shares of Common Stock or scrip
      representing fractions of shares will be issued on conversion, but the number
      of
      shares issuable shall be 


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    rounded
      to the nearest whole share. The date on which notice of conversion is given
      (the
      "Conversion Date") shall be deemed to be the date on which the Company receives
      by fax or by mail the conversion notice (“Notice of Conversion”), substantially
      in the form annexed hereto as Exhibit A, duly executed, to the Company;
provided
      that the
      Holder shall deliver to the Company's Transfer Agent or the Company the original
      Debentures being converted within five (5) business days thereafter (and if
      not
      so delivered within such time, the Conversion Date shall be the date on which
      the later of the Notice of Conversion and the original Debentures being
      converted is received by the Company). Facsimile delivery of the Notice of
      Conversion shall be accepted by the Company at facsimile number 813-289-5553,
      ATTN: Corporate Secretary. Except as otherwise provided certificates
      representing Common Stock upon conversion will be delivered within five (5)
      business days from the date of delivery of the Notice of
      Conversion.

     

    b.       
      The
      Company may at its option call for redemption all or part of the Debentures
      prior to the Maturity Date, as follows:

     

     

    
      	 	
              (i)

            	
              The
                Debentures called for redemption shall be redeemable for an amount
                (the
                “Redemption Price”) equal to (x) if this Debenture is called for
                redemption prior to the date which is six months from the Issuance
                Date
                set forth on the first page of this Debenture (the “Issuance Date”), 120%,
                if this Debenture is called for redemption on or after the date that
                is
                six months after the Issuance Date but prior to the first anniversary
                of
                the issuance date, 125%, and if this Debenture is called for redemption
                on
                or after the date that is the first anniversary of the Issuance Date,
                131%, in either case of the principal amount called for redemption,
                plus
                (y) interest accrued through the day immediately preceding the date
                of
                redemption (the “Redemption Date”).

            


    

     

     

    
      	 	
              (ii)

            	
              If
                fewer than all outstanding Debentures are to be redeemed, then all
                Debentures shall be partially redeemed on a pro
                rata
                basis.

            


    

     

     

    
      	 	
              (iii)

            	
              Prior
                to the Redemption Date, the Company shall deposit into escrow an
                amount
                sufficient for the payment of the aggregate Redemption Price of the
                Debentures being called for redemption and shall make such funds
                available
                on and after the Redemption Date for payment to the Holders who present
                their Debentures and otherwise comply with the Company’s instructions
                contained in the Redemption Notice (as defined
                below).

            


    

     

     

    
      	 	
              (iv)

            	
              On
                the Redemption Date, the Company shall cause the Holders whose Debentures
                have been presented for redemption to be issued payment of the Redemption
                Price. In the case of a partial redemption, the Company shall also
                issue
                new Debentures to the Holders for the principal amount remaining
                outstanding after the Redemption Date promptly after the Holders’
                presentation of the Debentures called for
                redemption.

            


    

     

     

    
      	 	
              (v)

            	
              Not
                less than ten (10) days prior to the Redemption Date, the Company
                shall
                issue a notice (the “Redemption Notice”) to each Holder setting forth the
                following:

            


    

     

     

    
      	 	
              1.

            	
              the
                Redemption Date;

            


    

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


     

    


     

     

    
      	 	
              2.

            	
              the
                Redemption Price;

            


    

     

     

    
      	 	
              3.

            	
              the
                aggregate principal amount of the Debentures being called for redemption;
                

            


    

     

     

    
      	 	
              4.

            	
              a
                statement instructing the Holders to surrender their Debentures for
                redemption and payment of the Redemption Price, including the name
                and
                address of the Company or, if applicable, the paying agent of the
                Company,
                where Debentures are to be surrendered for
                redemption;

            


    

     

     

    
      	 	
              5.

            	
              a
                statement advising the Holders that (x) interest will cease to accrue
                on
                the Debentures (or, in the case of a partial redemption, that portion
                of
                the Debentures being called for redemption) as of the Redemption
                Date, and
                (y) that the Debentures (or, in the case of a partial redemption,
                that
                portion of the Debentures being called for redemption) as of the
                Redemption Date will cease to be convertible into Common Stock as
                of the
                Redemption Date; and

            


    

     

     

    
      	 	
              6.

            	
              in
                the case of a partial redemption, a statement advising the Holders
                that
                after the Redemption Date a substitute Debenture will be issued by
                the
                Company after deduction the portion thereof called for redemption,
                at no
                cost to the Holder.

            


    

     

     

    3.       
      Unless
      demand has otherwise been made in writing for payment in cash by the Holder,
      any
      Debentures not previously received for conversion as of the Maturity Date shall
      be deemed to have been surrendered for conversion, without further action of
      any
      kind by the Company or any of its agents, employees or representatives, as
      of
      the Maturity Date at the Conversion Price applicable on the Maturity Date
      (“Mandatory Conversion”).

     

     

    4.       
      No
      provision of this Debenture shall alter or impair the obligation of the Company,
      which is absolute and unconditional to Convert this Debenture into Common Stock,
      at the time, place, and rate herein prescribed. This Debenture is a direct
      obligation of the Company.

     

    5.       
      If
      the
      Company (a) merges or consolidates with another corporation or after business
      entity and the Company is not the surviving entity or (b) sells or transfers
      all
      or substantially all of its assets to another person and the holders of the
      Common Stock are entitled to receive stock, securities or property in respect
      of
      or in exchange for Common Stock, then as a condition of such merger,
      consolidation, sale or transfer, the Company and any such successor, purchaser
      or transferee will agree that this Debenture may thereafter be converted on
      the
      terms and subject to the conditions set forth above into the kind and amount
      of
      stock, securities or property receivable upon such merger, consolidation, sale
      or transfer by a holder of the number of shares of Common Stock into which
      this
      Debenture might have been converted immediately before such merger,
      consolidation, sale or transfer, subject to adjustments which shall be as nearly
      equivalent as may be practicable. In the event of any (i) proposed merger or
      consolidation where the Company is not the surviving entity or (ii) sale or
      transfer of all or substantially all of the assets of the Company (in either
      such case, a "Sale"), the Holder shall have the right to convert by delivering
      a
      Notice of Conversion to the Company within fifteen (15) days of receipt of
      notice of such Sale from the Company.

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    


     

    6.       
      If,
      at
      any time while any portion of this Debenture remains outstanding, the Company
      effectuates a stock split or reverse stock split of its Common Stock or issues
      a
      dividend on its Common Stock consisting of shares of Common Stock or otherwise
      recapitalizes its Common Stock, the Conversion Price shall be equitably adjusted
      to reflect such action. By way of illustration, and not in limitation, of the
      foregoing (i) if the Company effectuates a 2:1 split of its Common Stock,
      thereafter, with respect to any conversion for which the Company issues the
      shares after the record date of such split, the Conversion Price shall be deemed
      to be one-half of what it had been calculated to be immediately prior to such
      split; (ii) if the Company effectuates a 1:10 reverse split of its Common Stock,
      thereafter, with respect to any conversion for which the Company issues the
      shares after the record date of such reverse split, the Conversion Price shall
      be deemed to be the amount of such Conversion Price calculated immediately
      prior
      to the record date multiplied by 10; and (iii) if the Company declares a stock
      dividend of one share of Common Stock for every 10 shares outstanding,
      thereafter, with respect to any conversion for which the Company issues the
      shares after the record date of such dividend, the Conversion Price shall be
      deemed to be the amount of such Conversion Price calculated immediately prior
      to
      such record date multiplied by a fraction, of which the numerator is the number
      of shares for which a dividend share will be issued and the denominator is
      such
      number of shares plus the dividend share(s) issuable or issued
      thereon.

     

    7.       
      All
      payments contemplated hereby to be made “in cash” shall be made by wire transfer
      of immediately available funds in such coin or currency of the United States
      of
      America as at the time of payment is legal tender for payment of public and
      private debts. All payments of cash and each delivery of shares of Common Stock
      issuable to the Holder as contemplated hereby shall be made to the Holder to
      an
      account designated by the Holder to the Company and if the Holder has not
      designated any such accounts at the address last appearing on the Debenture
      Register of the Company as designated in writing by the Holder from time to
      time; except that the Holder may designate, by notice to the Company, a
      different delivery address for any one or more specific payments or
      deliveries.

     

    8.       
      The
      Holder of the Debenture, by acceptance hereof, agrees that this Debenture is
      being acquired for investment and that such Holder will not offer, sell or
      otherwise dispose of this Debenture or the Shares of Common Stock issuable
      upon
      conversion thereof except in compliance with the terms of the Securities
      Purchase Agreement and the Registration Rights Agreement and under circumstances
      which will not result in a violation of the Securities Act or any applicable
      state Blue Sky or foreign laws or similar laws relating to the sale of
      securities.

     

    9.       
      This
      Debenture shall be governed by and construed in accordance with the laws of
      the
      State of New York. Each of the parties consents to the jurisdiction of the
      federal courts whose districts encompass any part of the City of New York or
      the
      state courts of the State of New York sitting in the City and County of New
      York
      in connection with any dispute arising under this Agreement and hereby waives,
      to the maximum extent permitted by law, any objection, including any objection
      based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Holder for any reasonable legal
      fees and disbursements incurred by the Holder in enforcement of or protection
      of
      any of its rights under this Debenture or the Securities Purchase
      Agreement.

     

    10.      
      The
      following shall constitute an "Event of Default":

     


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    


     

    a.       
      The
      Company fails (i) in the payment of principal or interest on this Debenture
      as
      required to be paid in cash hereunder or (ii) in the issuance of shares of
      Common Stock upon Conversion pursuant to Section 2 and, in either case, the
      same
      shall continue for a period of (5) days or; or 

     

    b.       
      Any
      of
      the representations or warranties made by the Company herein, in the Securities
      Purchase Agreement, the Registration Rights Agreement, dated as of [__________
      ____, 2005]
      between
      the Company and the Investors therein (the "Registration Rights Agreement"),
      or
      in any certificate or financial or other written statements heretofore or
      hereafter furnished by the Company in connection with the execution and delivery
      of this Debenture or the Securities Purchase Agreement shall be false or
      misleading (including without limitation by way of the misstatement of a
      material fact or the omission of a material fact) in any material respect at
      the
      time made; or 

     

    c.       
      The
      Company fails to issue shares of Common Stock to the Holder or to cause its
      Transfer Agent to issue shares of Common Stock upon exercise by the Holder
      of
      the conversion rights of the Holder in accordance with the terms of this
      Debenture, fails to transfer or to cause its Transfer Agent to transfer any
      certificate for shares of Common Stock issued to the Holder upon conversion
      of
      this Debenture and when required by this Debenture or the Registration Rights
      Agreement, and such transfer is otherwise lawful, or fails to remove any
      restrictive legend or to cause its Transfer Agent to transfer any certificate
      or
      any shares of Common Stock issued to the Holder upon conversion of this
      Debenture as and when required by this Debenture, the Agreement or the
      Registration Rights Agreement and such legend removal is otherwise lawful,
      and
      any such failure shall continue uncured for five (5) business days after written
      notice from the Holder of such failure; or

     

    d.       
      The
      Company shall fail to perform or observe, in any material respect, any other
      covenant, term, provision, condition, agreement or obligation of the Debenture
      and, except the case of Section 5, such failure shall continue uncured for
      a
      period of thirty (30) days after written notice from the holder of such failure.
      The Company shall fail to perform or observe, in any material respect, any
      covenant, term, provision, condition, agreement or obligation of the Company
      under the Securities Purchase Agreement or the Registration Rights Agreement
      and
      such failure shall continue uncured for a period of thirty (30) days after
      written notice from the Holder of such failure; or

     

    e.       
      The
      Company shall (1) admit in writing its inability to pay its debts generally
      as
      they mature; (2) make an assignment for the benefit of creditors or commence
      proceedings for its dissolution; or (3) apply for or consent to the appointment
      of a trustee, liquidator or receiver for its or for a substantial part of its
      property or business; or

     

    f.       
      A
      trustee, liquidator or receiver shall be appointed for the Company or for a
      substantial part of its property or business without its consent and shall
      not
      be discharged within sixty (60) days after such appointment; or 

     

    g.       
      Any
      governmental agency or any court of competent jurisdiction at the instance
      of
      any governmental agency shall assume custody or control of the whole or any
      substantial portion of the properties or assets of the Company and shall not
      be
      dismissed within sixty (60) days thereafter; or

     


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


    


     

    h.       
      Any
      final
      money judgment, writ or warrant of attachment, or similar process (including
      an
      arbitral determination), not subject to appeal, in excess of Two Hundred Fifty
      Thousand Dollars ($250,000) in the aggregate shall be entered or filed against
      the Company or any of its properties or other assets and shall remain unpaid,
      unvacated, unbonded or unstayed for a period of sixty (60) days or in any event
      later than five (5) days prior to the date of any proposed sale thereunder;
      or

     

    i.       
      Bankruptcy,
      reorganization, insolvency or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by or against the Company and, if instituted against the Company,
      shall not be dismissed within sixty (60) days after such institution or the
      Company shall by any action or answer approve of, consent to, or acquiesce
      in
      any such proceedings or admit the material allegations of, or default in
      answering a petition filed in any such proceeding; or

     

    j.       
      The
      issuance of an order, ruling, finding or similar adverse determination by the
      Securities and Exchange Commission, the Secretary of State of the State of
      Delaware, the National Association of Securities Dealers, Inc. or any other
      securities regulatory body having proper jurisdiction that the Company and/or
      any of its past or present (as of the date hereof or any subsequent date)
      directors or officers have committed a material violation of applicable
      securities laws or regulations, provided
      that, in
      the case of an action pertaining to any person who is not a present director
      or
      officer but rather who is a past director or officer, such action shall not
      constitute an Event of Default if it does not (i) impair the Holder’s rights
      under the Securities or result in a suspension, stop order or similar action
      with respect to the Registration Statement (as defined in the Registration
      Rights Agreement), (ii) result in the delisting or suspension of trading of
      the
      Shares on the OTC Bulletin Board or other stock exchange on which the Shares
      are
      listed for quotation or trading, and (iii) have a Material Adverse Effect on
      the
      Company, taking into account, among other things, coverage available to the
      Company under its directors and officers liability insurance and other insurance
      policies in favor of the Company.

     

    k.       
      The
      Company shall have its Common Stock suspended or delisted from an exchange
      for a
      period in excess of five (5) trading days.

     

    Then,
      or
      at any time thereafter, and in each and every such case, unless such Event
      of
      Default shall have been waived in writing by a majority in interest of the
      Holders of the Debentures (which waiver shall not be deemed to be a waiver
      of
      any subsequent default) at the option of a majority in interest of the Holders
      and in the discretion of a majority in interest of the Holders, the Holder
      may
      at its option and discretion declare this Debenture, together with all accrued
      and unpaid interest (the “Acceleration Amount”), to be immediately due and
      payable, without presentment, demand, protest or notice of any kinds, all of
      which are hereby expressly waived, anything herein or in any note or other
      instruments contained to the contrary notwithstanding. Notwithstanding the
      foregoing, in the case of a default under Section 10(a)(ii) arising from a
      Conversion at the option of the Holder under Section 2(a), the Acceleration
      Amount shall be 131% of the principal plus accrued and unpaid interest. The
      Company expressly acknowledges and agrees that the Acceleration Amount as so
      increased in the event of a default under Section 10(a)(ii) is reasonable and
      appropriate due to the inability to define the financial hardship that the
      Company’s default would impose on the Holders. A majority in interest of the
      Holders may immediately enforce any and all of the Holder's rights and remedies
      provided herein or any other rights or remedies afforded by law.

     


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    


     

    11.       
      Nothing
      contained in this Debenture shall be construed as conferring upon the Holder
      the
      right to vote or to receive dividends or to consent or receive notice as a
      shareholder in respect of any meeting of shareholders or any rights whatsoever
      as a shareholder of the Company, unless and to the extent converted in
      accordance with the terms hereof.

     

    12.       This
      Debenture may be amended only by the written consent of the parties hereto.
      Notwithstanding the foregoing, the principal amount of this Debenture shall
      automatically be reduced by any and all Conversion Amounts (to the extent that
      the same relate to principal hereof). In the absence of manifest error, the
      outstanding principal amount of the Debenture on the Company’s book and records
      shall be the correct amount.

     

    13.       
      No
      waivers or consents in regard to any provision of this Debenture may be given
      other than by an instrument in writing signed by the Holder.

     

    [Signature
      page follows]


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF,
      the
      Company has caused this Debenture to be duly executed by an officer thereunto
      duly authorized.

     

     

    
      	 	
              EYE
                CARE INTERNATIONAL, INC.

               

              


              By:
                _____________________________

              Clark
                A. Marcus

              President
                and Chief Executive Officer

            


    


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    NOTICE
      OF
      CONVERSION

     

    (To
      be
      Executed by the Registered Holder in order to Convert the
      Debenture)

     

    The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount of the above Debenture No. ___ into Shares of Class A Common
      Stock of EYE CARE INTERNATIONAL, INC.
      (the
      "Company") according to the conditions hereof, as of the date written below.
      After giving effect to the conversion requested hereby, the outstanding
      principal amount of such debenture is $ ____________________ subject to
      confirmation by the Company endorsed below.

    


    Conversion
      Date*

     

    
      
        

      

    

    Applicable
      Conversion Price 

     

    
      

       

    Signature

    
      

    

    [Name]

     

    Address:

    
      

       

    
      
 

     

    *
      This
      original Debenture must be received by the Company or its Transfer Agent by
      the
      fifth business date following the Conversion Date.

     

    The
      Company hereby confirms that $ ___________ in principal amount is outstanding
      under the above Debenture after giving effect to the conversion requested
      hereby.

     

    
 

    
      	 	
              EYE
                CARE INTERNATIONAL, INC.

              


              By:_______________________________________

               

              __________________________________________

              (Print
                Name)

              __________________________________________

              (Title)

            


    

    


    



    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    


    


    


    EXHIBIT
      B

     

    REGISTRATION
      RIGHTS AGREEMENT

    (CONVERTIBLE
      DEBENTURES)

     

    THIS
      REGISTRATION RIGHTS AGREEMENT, dated
      as
      of __________ _____, 2005 (this "Agreement"), is made by and between EYE CARE
      INTERNATIONAL, INC.,
      a
      Delaware corporation, with headquarters located at 1511 North Westshore
      Boulevard, Suite 925 (the “Company”), and each entity named on the signature
      page hereto as “Investors” (each, an “Investor”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      upon
      the terms and subject to the conditions of the Securities Purchase Agreement,
      dated as of [_____________
      ____, 2005] [SAME DATE AS THE FINAL CLOSING],
      between
      the Buyers listed therein and the Company (the "Securities Purchase Agreement";
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Securities Purchase Agreement), the Company has agreed to issue and sell
      to
      the Investors one or more debentures of the Company, in a minimum aggregate
      principal amount of $250,000 and a maximum aggregate amount of $1,000,000 (the
      "Debentures"); and

     

    WHEREAS,
      the
      Debentures are convertible into shares of Common Stock (the "Conversion Shares";
      which term, for purposes of this Agreement, shall be 300% of that number of
      shares of Common Stock into which the Debentures, including without limitation
      all shares of Common Stock issuable by the Company in lieu of accrued interest
      on conversion as contemplated by the Debentures) upon the terms and subject
      to
      the conditions contained in the Debentures. 

     

    WHEREAS,
      to
      induce
      the Investors to execute and deliver the Securities Purchase Agreement, the
      Company has agreed to provide certain registration rights under the Securities
      Act of 1933, as amended, and the rules and regulations thereunder, or any
      similar successor statute (collectively, the "Securities Act"), with respect
      to
      the Conversion Shares; 

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and the Investors hereby agree as
      follows:

     

    1.       
      Definitions. As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    a.       
      “Holders’
      Representative” means the person appointed as the Holders’ Representative by the
      Investors pursuant to Section 10 hereof.

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


     

    b.       
      "Investor"
      means an Investor and any permitted transferee or assignee who agrees to become
      bound by the provisions of this Agreement in accordance with Section 9 hereof
      and who holds Debentures or Registrable Securities.

     

    c.       
      "Potential
      Material Event" means any of the following: (i) the possession by the Company
      of
      material information not ripe for disclosure in a registration statement, which
      shall be evidenced by determinations in good faith by the Board of Directors
      of
      the Company that disclosure of such information in the registration statement
      would be detrimental to the business and affairs of the Company; or (ii) any
      material engagement or activity by the Company which would, in the good faith
      determination of the Board of Directors of the Company, be adversely affected
      by
      disclosure in a registration statement at such time, which determination shall
      be accompanied by a good faith determination by the Board of Directors of the
      Company that the registration statement would be materially misleading absent
      the inclusion of such information.

     

    d.       
      "Register,"
      "Registered," and "Registration" refer to a registration effected by preparing
      and filing a Registration Statement or Statements in compliance with the
      Securities Act and pursuant to Rule 415 under the Securities Act or any
      successor rule providing for offering securities on a continuous basis ("Rule
      415"), and the declaration or ordering of effectiveness of such Registration
      Statement by the SEC. 

     

    e.       
      "Registrable
      Securities" means the Conversion Shares and, to the extent applicable, any
      other
      shares of capital stock or other securities of the Company or any successor
      to
      the Company that are issued upon exchange of the Conversion Shares.

     

    f.       
      "Registration
      Statement" means a registration statement of the Company under the Securities
      Act.

     

    g.       
      “SEC”
      means the United States Securities and Exchange Commission.

     

    2.       
      Piggy-back
      Registration.
      From
      and after the date that is ninety (90) days after the date of this Agreement
      and
      until the third anniversary of the Closing Date, for so long as any of the
      Registrable Securities are outstanding and are not the subject of an effective
      registration statement, if the Company contemplates making an offering of Common
      Stock (or other equity securities convertible into or exchangeable for Common
      Stock) registered for sale under the Securities Act or proposes to file a
      Registration Statement covering any of its securities other than (i) a
      registration on Form S-8 or S-4, or any successor or similar forms; and (ii)
      a
      shelf registration under Rule 415 for the sole purpose of registering shares
      to
      be issued in connection with the acquisition of assets, the Company will to
      the
      extent permissible by law at each such time give prompt written notice to the
      Holders’ Representative and the Investors of its intention to do so and of the
      Investor’s rights under this Section 6. Upon the written request of any Investor
      made within thirty (30) days after the receipt of any such notice (which request
      shall specify the Registrable Securities intended to be disposed of by such
      Holder and the intended method of disposition thereof), the Company will use
      its
      best efforts to effect the registration of all Registrable Securities which
      the
      Company has been so requested to register by the Investors, to the extent
      requisite to permit the disposition (in accordance with the intended methods
      of
      disposition) of the Registrable Securities by the Investors requesting
      registration, by inclusion of 

     


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    such
      Registrable Securities in the Registration Statement which covers the securities
      which the Company proposes to register; provided,
      that if,
      at any time after giving written notice of its intention to register any
      Registrable Securities and prior to the effective date of the Registration
      Statement filed in connection with such registration, the Company shall
      determine for any reason either not to register or to delay registration of
      such
      Registrable Securities, the Company may, at its election, give written notice
      of
      such determination to the Holders’ Representative and the Investors requesting
      registration and, thereupon, (i) in the case of a determination not to register,
      the Company shall be relieved of its obligation to register any Registrable
      Securities in connection with such registration (but not from its obligation
      to
      pay the expenses of registration in connection therewith), and (ii) in the
      case
      of a determination to delay registering such Registrable Securities, shall
      be
      permitted to delay registering any Registrable Securities, for the same period
      as the delay in registering such other securities.

     

    3.       
      Obligations
      of the Company.
      In
      connection with the registration of the Registrable Securities, the Company
      shall do each of the following:

     

    (a)       
      To
      prepare promptly, and, within thirty (30) days after the Closing Date (or as
      soon thereafter as the Company is legally permitted under the Securities Act
      and
      the applicable rules and regulations of the SEC) (the “Required Filing Date”)
      file with the SEC a Registration Statement with respect to not less than the
      number of Registrable Securities provided in Section 2 above, and thereafter
      use
      its best reasonable efforts to cause such Registration Statement relating to
      Registrable Securities to become effective as promptly as possible but in any
      event within one hundred twenty (120) days after the Closing Date (the “Targeted
      Effective Date”) and keep the Registration Statement effective at all times
      during the period (the "Registration Period") continuing until the earliest
      of
      (i) the date that is three (3) years after the last day of the calendar month
      following the month in which the Registration Statement so filed is declared
      effective by the SEC, (ii) the date when the Investors may sell all Registrable
      Securities under Rule 144, or (iii) the date the Investors no longer own any
      of
      the Registrable Securities, which Registration Statement (including any
      amendments or supplements thereto and prospectuses contained therein) shall
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading.
      Notwithstanding the foregoing, if the Pending Registration Statement has not
      been declared effective by the SEC prior to the Closing Date, then the Company
      may, at the Company's discretion, prior to the Required Filing Date, file a
      pre-effective amendment to the Pending Registration Statement to include therein
      the Investors as selling stockholders and their respective Registrable
      Securities as registered shares, and shall endeavor to have the Pending
      Registration Statement as so amended declared effective by the SEC as soon
      as
      practicable but in any event prior to the Targeted Effective Date.
      Notwithstanding the foregoing, prior to the Targeted Effective Date, the Company
      may contact the Holders’ Representative to request a waiver or extension of the
      requirement that the Registration Statement be declared effective by the SEC
      by
      the Targeted Closing Date, in which case the Company shall provide, in writing,
      all information available to it as to the reasons why such a waiver or extension
      is appropriate or advisable, and the Holders’ Representative shall consider such
      request and, within three (3) business days of its receipt of the aforesaid
      information, advise the Company of its determination as to whether to grant
      such
      waiver or extension, which shall be in the Holders’ Representative’s absolute
      discretion;

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    


     

    (b)       
      Prepare
      and file with the SEC such amendments (including post-effective amendments)
      and
      supplements to the Registration Statement and the prospectus used in connection
      with the Registration Statement as may be necessary to keep the Registration
      Statement effective at all times during the Registration Period, and, during
      the
      Registration Period, comply with the provisions of the Securities Act with
      respect to the disposition of all Registrable Securities of the Company covered
      by the Registration Statement until such time as all of such Registrable
      Securities have been disposed of in accordance with the intended methods of
      disposition by the seller or sellers thereof as set forth in the Registration
      Statement;

     

    (c)       
      The
      Company shall permit a single firm of legal counsel designated by the Holders’
      Representative (the “Investors’ Counsel”) to review drafts of the Registration
      Statement and all amendments and supplements thereto a reasonable period of
      time
      (but not less than three (3) business days) prior to their filing with the
      SEC,
      and not file any document in a form to which such Investors’ Counsel reasonably
      objects. If the Investors’ Counsel objects, the Company shall take under
      advisement such objections and shall endeavor to promptly make such revisions
      to
      the Registration Statement (or ancillary documents and/or SEC filings in
      connection therewith) as are necessary to satisfy the objections of the
      Investors’ Counsel;

     

    (d)       
      Notify
      the Holders’ Representative and the Investors’ Counsel, and any managing
      underwriters immediately (and, in the case of (i)(A) below, not less than five
      (5) days prior to the contemplated date of such filing) and (if requested by
      any
      the Holders' Representative) confirm such notice in writing no later than one
      (1) business day following the day (i)(A) when a Prospectus or any Prospectus
      supplement or post-effective amendment to the Registration Statement is proposed
      to be filed; (B) whenever the SEC notifies the Company whether there will be
      a
“review” of Registration Statement; (C) whenever the Company receives (or a
      representative of the Company receives on its behalf) any oral or written
      comments from the SEC relating to a Registration Statement (copies or, in the
      case of oral comments, summaries of such comments shall be promptly furnished
      by
      the Company to the Investors); and (D) with respect to the Registration
      Statement or any post-effective amendment, when the same has become effective;
      (ii) of any request by the SEC or any other Federal or state governmental
      authority for amendments or supplements to the Registration Statement or
      Prospectus or for additional information; (iii) of the issuance by the SEC
      of
      any stop order suspending the effectiveness of the Registration Statement
      covering any or all of the Registrable Securities or the initiation of any
      Proceedings for that purpose; (iv) if at any time the Company has actual
      knowledge that any of the representations or warranties of the Company contained
      in any agreement (including any underwriting agreement) contemplated hereby
      ceases to be true and correct in all material respects; (v) of the receipt
      by
      the Company of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or threatening of
      any
      Proceeding for such purpose; and (vi) of the occurrence of any event that to
      the
      best knowledge of the Company makes any statement made in the Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any 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. In addition, if requested by the Holders' Representative,
      the 

     


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    Company
      shall furnish the Holders' Representative with copies of all intended written
      responses to the comments contemplated in clause (C) of this Section 3(d) not
      later than one (1) business day in advance of the filing of such responses
      with
      the SEC so that the Holders’ Representative and the Investors’ Counsel shall
      have the opportunity to comment thereon; 

     

    (e)       
      Furnish
      to the Holders’ Representative and the Investors’ Counsel (i) promptly after the
      same is prepared and publicly distributed, filed with the SEC, or received
      by
      the Company, one (1) copy of the Registration Statement, each preliminary
      Prospectus and Prospectus, and each amendment or supplement thereto, and (ii)
      if
      so requested by any Investor, such number of copies of a Prospectus, and all
      amendments and supplements thereto and such other documents, as such Investor
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Investor; 

     

    (f)       
      As
      promptly as practicable after becoming aware thereof, notify the Holders’
      Representative of the happening of any event of which the Company has actual
      knowledge, as a result of which the prospectus included in the Registration
      Statement, as then in effect, includes an untrue statement of a material fact
      or
      omits to state a 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 use its best efforts promptly to prepare a supplement
      or amendment to the Registration Statement or other appropriate filing with
      the
      SEC to correct such untrue statement or omission, and deliver a number of copies
      of such supplement or amendment to the Holders' Representative and each Investor
      as such Investor may reasonably request;

     

    (g)       
      As
      promptly as practicable after becoming aware thereof, notify the Holders’
      Representative of the issuance by the SEC of a Notice of Effectiveness or any
      notice of effectiveness or any stop order or other suspension of the
      effectiveness of the Registration Statement at the earliest possible time;
      

     

    (h)       
      Notwithstanding
      the foregoing, if at any time or from time to time after the date of
      effectiveness of a Registration Statement, the Company notifies the Holders’
      Representative in writing of the existence of a Potential Material Event, the
      Investors shall not offer or sell any Registrable Securities, or engage in
      any
      other transaction involving or relating to the Registrable Securities, from
      the
      time of the giving of notice with respect to a Potential Material Event until
      such Investor receives written notice from the Company that such Potential
      Material Event either has been disclosed to the public or no longer constitutes
      a Potential Material Event; provided,
      however,
      that
      the Company may not so suspend the right to such Holders of Registrable
      Securities for more than two twenty (20) business day periods in the aggregate
      during any 12-month period ("Suspension Period") with at least a ten (10)
      business day interval between such periods, during the periods the Registration
      Statement is required to be in effect;

     

    (i)       
      Use
      its
      reasonable efforts to secure and maintain the designation of all the Registrable
      Securities covered by the Registration Statement on the NASDAQ/National Market
      System or the "OTC Bulletin Board Market" or any successor thereto of the
      National Association of Securities Dealers Automated Quotations System
      ("NASDAQ") within the meaning of Rule 11Aa2-1 of the SEC under the Securities
      Exchange Act of 1934, as amended (the "Exchange 

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    Act"),
      and the quotation of the Registrable Securities on The NASDAQ National Market
      System; and further use its efforts to arrange for at least two market makers
      to
      register with the National Association of Securities Dealers, Inc. ("NASD")
      as
      such with respect to such Registrable Securities; 

     

    (j)       
      Provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities not later than three (3) business days after the effective date
      of
      the Registration Statement;

     

    (k)       
      Cooperate
      with the Investors to facilitate the timely preparation and delivery of
      certificates for the Registrable Securities to be offered pursuant to the
      Registration Statement and enable such certificates for the Registrable
      Securities to be in such denominations or amounts as the case may be, as the
      Investors may reasonably request, and, within five (5) business days after
      a
      Registration Statement which includes Registrable Securities is ordered
      effective by the SEC, the Company shall deliver, and shall cause legal counsel
      selected by the Company to deliver, to the transfer agent for the Registrable
      Securities (with copies to the Investors whose Registrable Securities are
      included in such Registration Statement) an appropriate instruction and opinion
      of such counsel; 

     

    (l)       
      Take
      all
      other reasonable actions necessary to expedite and facilitate disposition by
      the
      Investor of the Registrable Securities pursuant to the Registration Statement;
      

     

    (m)       
      Not
      take,
      or omit to take, any actions that would preclude the filing or effectiveness
      of
      the Registration Statement or require the withdrawal of the Registration
      Statement. 

     

    


    4.       
      Payments
      by the Company.
      Unless
      the Company's performance is waived in writing by the Holders'
      Representative:

     

    (i)       
      If
      the
      Registration Statement covering the Registrable Securities is not filed with
      the
      SEC by the Required Filing Date, the Company will make payment to the Investors
      in such amounts and at such times as shall be determined pursuant to this
      Section 4.

     

    (ii)       
      If
      the
      Registration Statement covering the Registrable Securities is not declared
      effective by the SEC by the Targeted Effective Date, the Company will make
      payment to the Investors in such amounts and at such times as shall be
      determined pursuant to this Section 4.

     

    (iii)       
      If
      the
      Company does not respond (by written substantive response addressing each
      comment, such response to be filed with the SEC) to comments issued by the
      SEC
      within five (5) business days of first receipt thereof by the Company or its
      counsel, then the Company will make payments to the Investors in such amounts
      and at such times as shall be determined pursuant to this Section 4.


     


    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    


    


     

    (iv)       
      If
      any of
      the conditions set forth in Clauses (i) through (iii) are not satisfied as
      required thereby, then within three (3) days after the end of the time periods
      referenced in Clauses (i) and (ii) (the third such date being referred to as
      the
“Set Date”), as the case may be, the Company shall immediately pay to the
      Investors without demand therefor a cash amount equal to 2% per month of the
      outstanding principal amount of the Debentures and, until such time as the
      actions required by Clause (i) or (ii), as the case may be, shall have been
      taken, the same amount shall accrue and become payable to the Investors within
      three days on the same day as the Set Date of each subsequent month until such
      Clauses shall have been complied with. In light of the difficulty of
      ascertaining the amount of damage that the Investors will suffer as a result
      of
      the Company’s failure to comply therewith, all amounts payable under this
      Section 4 shall be payable as liquidated damages, and not as a penalty. The
      Company shall keep the Registration Statement effective throughout the period
      during which the life of the Registrable Securities are issued and
      outstanding.

     

    (v)       
      The
      parties acknowledge that the damages which may be incurred by the Investors
      if
      the Registration Statement is not filed by the Required Filing Date or if the
      Registration Statement has not been declared effective as promptly as possible
      may be difficult to ascertain. The parties agree that the payments to be paid
      to
      the Investors under this Section 4 represent a reasonable estimate on the part
      of the parties, as of the date of this Agreement, of the amount of such damages,
      and shall be the exclusive remedy.

     

    Notwithstanding
      the foregoing, the amounts payable by the Company pursuant to this Section
      4
      shall not be payable to the extent any delay in the effectiveness of the
      Registration Statement occurs because of an act of, or a failure to act or
      to
      act timely by the Investors or its counsel, or in the event all of the
      Registrable Securities may be sold pursuant to Rule 144 or another available
      exemption under the Act.

     

    5.       
      Obligations
      of the Investors.
      In
      connection with the registration of the Registrable Securities, the Investors
      shall have the following obligations:

     

    (a)       
      It
      shall
      be a condition precedent to the obligations of the Company to complete the
      registration pursuant to this Agreement with respect to the Registrable
      Securities of a particular Investor that such Investor shall furnish to the
      Company such information regarding itself, the Registrable Securities held
      by
      it, and the intended method of disposition of the Registrable Securities held
      by
      it, as shall be reasonably required to effect the registration of such
      Registrable Securities and shall execute such documents in connection with
      such
      registration as the Company may reasonably request. At least ten (10) business
      days prior to the first anticipated filing date of the Registration Statement,
      the Company shall notify each Investor of the information the Company requires
      from each such Investor (the "Requested Information") if such Investor elects
      to
      have any of such Investor's Registrable Securities included in the Registration
      Statement. If at least two (2) business days prior to the filing date the
      Company has not received the Requested Information from an Investor (a
      "Non-Responsive Investor"), then the Company may file the Registration Statement
      without including Registrable Securities of such Non-Responsive
      Investor;

     


    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


    


     

    (b)       
      Each
      Investor, by such Investor's acceptance of the Registrable Securities, agrees
      to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of the Registration Statement hereunder, unless
      such Investor has notified the Company in writing of such Investor's election
      to
      exclude all of such Investor's Registrable Securities from the Registration
      Statement; and

     

    (c)       
      Each
      Investor agrees that, upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3(e) or 3(f), above,
      such Investor will immediately discontinue disposition of Registrable Securities
      pursuant to the Registration Statement covering such Registrable Securities
      until such Investor's receipt of the copies of the supplemented or amended
      prospectus contemplated by Section 3(e) or 3(f) and, if so directed by the
      Company, such Investor shall deliver to the Company (at the expense of the
      Company) or destroy (and deliver to the Company a certificate of destruction)
      all copies in such Investor's possession, of the prospectus covering such
      Registrable Securities current at the time of receipt of such
      notice.

     

    (d)       
      Each
      holder of Registrable Securities that sells Registrable Securities pursuant
      to a
      registration under this Agreement agrees that in connection with registration
      as
      follows:

     

    (i)      
      Such
      seller shall cooperate as reasonably requested by the Company with the Company
      in connection with the preparation of the registration statement, and for as
      long as the Company is obligated to file and keep effective the registration
      statement, shall provide to the Company, in writing, for use in the registration
      statement, all such information regarding such seller and its plan of
      distribution of the Registrable Securities as may reasonably be necessary to
      enable the Company to prepare the registration statement and prospectus covering
      the Registrable Securities, to maintain the currency and effectiveness thereof
      and otherwise to comply with all applicable requirements of law in connection
      therewith; and 

     

    (ii)       
      During
      such time as such seller may be engaged in a distribution of the Registrable
      Securities, such seller shall comply with Rules 10b-6 and 10b-7 promulgated
      under the Securities Exchange Act and pursuant thereto it shall, among other
      things; (x) not engage in any stabilization activity in connection with the
      securities of the Company in contravention of such rules; (y) distribute the
      Registrable Securities under the registration statement solely in the manner
      described in the registration statement; and (z) cease distribution of such
      Registrable Securities pursuant to such registration statement upon written
      notice from the Company that the prospectus covering the Registrable Securities
      contains any untrue statement of a material fact required to be stated therein
      or necessary to make the statements therein not misleading.

     

    6. Expenses
      of Registration.
      

     

    (a)       
      All
      reasonable expenses (other than underwriting discounts and commissions of the
      Investors) incurred in connection with registrations, filings or qualifications
      pursuant to Sections 2 and 3, but including, without limitation, all
      registration, listing, and qualifications fees, 

     


    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    


    printers,
      legal and accounting fees, the fees and disbursements of counsel for the Company
      and a fee for the Investors’ Counsel (as a group and not individually) not
      exceeding $50,000 for the Registration Statement covering the Registrable
      Securities applicable to the Debentures shall be borne by the Company.


     

    (b)       
      Neither
      the Company nor any of its subsidiaries has, as of the date hereof, nor shall
      the Company nor any of its subsidiaries, on or after the date of this Agreement,
      entered into any agreement with respect to its securities that is inconsistent
      with the rights granted to the Investors in this Agreement or otherwise
      conflicts with the provisions hereof. Except as disclosed in the Securities
      Purchase Agreement or the other documents entered into simultaneously therewith,
      neither the Company nor any of its subsidiaries has previously entered into
      any
      agreement granting any registration rights with respect to any of its securities
      to any Person. Without limiting the generality of the foregoing, without the
      written consent of the Investors holding a majority of the Registrable
      Securities, the Company shall not grant to any person the right to request
      the
      Company to register any securities of the Company under the Securities Act
      unless the rights so granted are subject in all respects to the prior rights
      in
      full of the Investors set forth herein, and are not otherwise in conflict or
      inconsistent with the provisions of this Agreement and the other Transaction
      Documents.

     

    7.       
      Indemnification.
      In the
      event any Registrable Securities are included in a Registration Statement under
      this Agreement:

     

    (a)       
      To
      the
      extent permitted by law, the Company will indemnify and hold harmless the
      Holders’ Representative and each Investor who holds such Registrable Securities,
      the directors, managers and members, if any, of the Holders’ Representative or
      such Investor, the officers, if any, of the Holders’ Representative or such
      Investor, and each person, if any, who controls the Holders’ Representative or
      any Investor within the meaning of the Securities Act or the Exchange Act (each,
      an "Indemnified Person" or "Indemnified Party"), against any losses, claims,
      damages, liabilities or expenses (joint or several) incurred (collectively,
      "Claims") to which any of them may become subject under the Securities Act,
      the
      Exchange Act or otherwise, insofar as such Claims (or actions or proceedings,
      whether commenced or threatened, in respect thereof) relate to the Company
      and
      arise out of or are based upon any of the following statements, omissions or
      violations in the Registration Statement, or any post-effective amendment
      thereof, or any prospectus included therein: (i) any untrue statement or alleged
      untrue statement of a material fact contained in the Registration Statement
      or
      any post-effective amendment thereof or the omission or alleged omission to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, (ii) any untrue statement or alleged
      untrue statement of a material fact contained in the final prospectus (as
      amended or supplemented, if the Company files any amendment thereof or
      supplement thereto with the SEC) or the omission or alleged omission to state
      therein any material fact necessary to make the statements made therein, in
      light of the circumstances under which the statements therein were made, not
      misleading or (iii) any violation or alleged violation by the Company of the
      Securities Act, the Exchange Act, any state securities law or any rule or
      regulation under the Securities Act, the Exchange Act or any state securities
      law (the matters in the foregoing clauses (i) through (iii) being, collectively,
      "Violations"). Subject to clause (b) of this Section 6, the Company shall
      reimburse the Investors, promptly as such expenses are incurred and are due
      and
      payable, for any legal fees or other reasonable expenses incurred by them in
      connection with 

     


    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    


    investigating
      or defending any such Claim. Notwithstanding anything to the contrary contained
      herein, the indemnification agreement contained in this Section 6(a) shall
      not
      (I) apply to a Claim arising out of or based upon a Violation which occurs
      in
      reliance upon and in conformity with information furnished in writing to the
      Company by or on behalf of any Indemnified Person expressly for use in
      connection with the preparation of the Registration Statement or any such
      amendment thereof or supplement thereto, if such prospectus was timely made
      available by the Company pursuant to Section 3(c) hereof; (II) be available
      to
      the extent such Claim is based on a failure of the Investor to deliver or cause
      to be delivered the prospectus made available by the Company; (III) apply to
      amounts paid in settlement of any Claim if such settlement is effected without
      the prior written consent of the Company, which consent shall not be
      unreasonably withheld; or (IV) apply to any violation or alleged violation
      by an
      Indemnified Person of the Securities Act, the Exchange Act, any state securities
      laws or any rule or regulation under the Securities Act, the Exchange Act,
      or
      any state securities laws. Each Investor will indemnify the Company and its
      officers, directors and agents (each, an "Indemnified Person" or "Indemnified
      Party") against any claims arising out of or based upon a Violation which occurs
      in reliance upon and in conformity with information furnished in writing to
      the
      Company, by or on behalf of such Investor, expressly for use in connection
      with
      the preparation of the Registration Statement, subject to such limitations
      and
      conditions as are applicable to the Indemnification provided by the Company
      to
      this Section 6. Such indemnity shall remain in full force and effect regardless
      of any investigation made by or on behalf of the Indemnified Person and shall
      survive the transfer of the Registrable Securities by the Investors pursuant
      to
      Section 9.

     

    (b)       
      Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action (including any governmental action),
      such Indemnified Person or Indemnified Party shall, if a Claim in respect
      thereof is to be made against any indemnifying party under this Section 6,
      deliver to the indemnifying party a written notice of the commencement thereof
      and the indemnifying party shall have the right to participate in, and, to
      the
      extent the indemnifying party so desires, jointly with any other indemnifying
      party similarly noticed, to assume control of the defense thereof with counsel
      mutually satisfactory to the indemnifying party and the Indemnified Person
      or
      the Indemnified Party, as the case may be. In case any such action is brought
      against any Indemnified Person or Indemnified Party, and it notifies the
      indemnifying party of the commencement thereof, the indemnifying party will
      be
      entitled to participate in, and, to the extent that it may wish, jointly with
      any other indemnifying party similarly notified, assume the defense thereof,
      subject to the provisions herein stated and after notice from the indemnifying
      party to such Indemnified Person or Indemnified Party of its election so to
      assume the defense thereof, the indemnifying party will not be liable to such
      Indemnified Person or Indemnified Party under this Section 6 for any legal
      or
      other reasonable out-of-pocket expenses subsequently incurred by such
      Indemnified Person or Indemnified Party in connection with the defense thereof
      other than reasonable costs of investigation, unless the indemnifying party
      shall not pursue the action to its final conclusion. The Indemnified Person
      or
      Indemnified Party shall have the right to employ separate counsel in any such
      action and to participate in the defense thereof, but the fees and reasonable
      out-of-pocket expenses of such counsel shall not be at the expense of the
      indemnifying party if the indemnifying party has assumed the defense of the
      action with counsel reasonably satisfactory to the Indemnified Person or
      Indemnified Party. The failure to deliver written notice to the indemnifying
      party within a reasonable time of the commencement of any such action shall
      not
      relieve such indemnifying party of any liability to the Indemnified Person
      or
      Indemnified Party 

     


    
      
        
        

      

      
        B-10

        
          

        

      

      
        
        

      

    


    under
      this Section 6, except to the extent that the indemnifying party is prejudiced
      in its ability to defend such action. The indemnification required by this
      Section 6 shall be made by periodic payments of the amount thereof during the
      course of the investigation or defense, as such expense, loss, damage or
      liability is incurred and is due and payable.

     

    8.       
      Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 to the
      fullest extent permitted by law; provided,
      however,
      that
      (a) no contribution shall be made under circumstances where the maker would
      not
      have been liable for indemnification under the fault standards set forth in
      Section 6; (b) no seller of Registrable Securities guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any seller of Registrable Securities
      who
      was not guilty of such fraudulent misrepresentation; and (c) contribution by
      any
      seller of Registrable Securities shall be limited in amount to the net amount
      of
      proceeds received by such seller from the sale of such Registrable
      Securities.

     

    9.      
      Reports
      under Exchange Act.
      With a
      view to making available to the Investors the benefits of Rule 144 promulgated
      under the Securities Act or any other similar rule or regulation of the SEC
      that
      may at any time permit the Investors to sell securities of the Company to the
      public without registration ("Rule 144"), the Company agrees to:

     

    a.       
      make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144; 

     

    b.       
      file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act; 

     

    c.       
      furnish
      to each Investor so long as such Investor owns Registrable Securities, promptly
      upon request, (i) a written statement by the Company that it has complied with
      the reporting requirements of Rule 144, the Securities Act and the Exchange
      Act,
      (ii) a copy of the most recent annual or quarterly report of the Company and
      such other reports and documents so filed by the Company and (iii) such other
      information as may be reasonably requested to permit the Investors to sell
      such
      securities pursuant to Rule 144 without registration; and 

     

    d.       
      cause
      its
      counsel to deliver to its transfer agent such opinions of law as shall be
      required to remove restrictive legends on the shares to be sold.

     

    10.       
      Amendment
      of Registration Rights.
      Any
      provision of this Agreement may be amended and the observance thereof may be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and Investors
      who
      hold a fifty (50%) percent interest of the Registrable Securities. Any amendment
      or waiver effected in accordance with this Section 10 shall be binding upon
      each
      Investor and the Company.

     

    11.       
      Appointment
      and Indemnification of Holders’ Representative.
      Each of
      the Investors hereby appoints as the Holders’ Representative Divine Capital
      Markets, LLC to so act until such time as all Registrable Securities have become
      Registered and there shall be no 

     


    
      
        
        

      

      
        B-11

        
          

        

      

      
        
        

      

    


    Debentures
      issued and outstanding, or such time as a successor to the then-acting Holders’
      Representative is appointed in writing signed by the Investors representing
      greater than 50% of the then-outstanding Debentures and Registrable Securities.
      The Holders’ Representative shall have full discretion and authority, without
      consultation with the Holders, to accept and give notices on behalf of the
      Holders, to communicate with the Holders at such times and in such manner as
      the
      Holders’ Representative in its discretion determines is appropriate and to grant
      extensions of deadlines or waive any payment obligations set forth in Sections
      2
      and 3 hereof. The Holders' Representative shall not have discretion or authority
      to exercise any investment discretion over the Debentures, including causing
      the
      conversion of any Debentures, absent a Holder's express written authority.
      Notwithstanding
      any provision to the contrary contained elsewhere herein or in the Securities
      Purchase Agreement or the Debentures, the Holders’ Representative shall not have
      any duties or responsibilities, except those expressly set forth herein, nor
      shall the Holders’ Representative have or be deemed to have any fiduciary
      relationship with any Holder, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or the Securities Purchase Agreement or Debentures or otherwise exist
      against the Holders’ Representative. The Holders shall indemnify upon demand the
      Holders’ Representative (to the extent not reimbursed by or on behalf of the
      Company and without limiting the obligation of the Company to do so under
      Section 6 hereof or under any other agreement or applicable law), pro
      rata,
      and
      hold harmless the Holders’ Representative from and against any and all
against
      any losses, claims, damages, liabilities or expenses (joint or several) incurred
      (collectively, "Holders’ Representative’s Claims") incurred
      by it; provided,
      however,
      that no
      Holder shall be liable for the payment to the Holders’ Representative of any
      portion of such Holders’ Representative’s Claims to the extent determined in a
      final, nonappealable judgment by a court of competent jurisdiction to have
      resulted from the Holders’ Representative’s own gross negligence or willful
      misconduct; provided,
      however,
      that no
      action taken in accordance with the directions of the Holders shall be deemed
      to
      constitute gross negligence or willful misconduct for purposes of this Section
      10. Without limitation of the foregoing, each Holder shall reimburse the
      Holders’ Representative upon demand for its ratable share of any costs or
      out-of-pocket expenses incurred by the Holders’ Representative in connection
      with the preparation, execution, delivery, administration, modification,
      amendment or enforcement (whether through negotiations, legal proceedings or
      otherwise) of, or legal advice in respect of rights or responsibilities under,
      this Agreement, the Securities Purchase Agreement, the Debentures, or any
      document contemplated by or referred to herein, to the extent that the Holders’
      Representative is not reimbursed for such expenses by or on behalf of the
      Company.

     

    12.       
      Miscellaneous.

     

    a.       
      A
      person
      or entity is deemed to be a holder of Registrable Securities whenever such
      person or entity owns of record such Registrable Securities. If the Company
      receives conflicting instructions, notices or elections from two or more persons
      or entities with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

     

    b.       
      Notices
      required or permitted to be given hereunder shall be given in the manner
      contemplated by the Securities Purchase Agreement, (i) if to the Company or
      to
      the Investors, to their respective address contemplated by the Securities
      Purchase Agreement, and 

     


    
      
        
        

      

      
        B-12

        
          

        

      

      
        
        

      

    


    (iii)
      if
      to any other Investor, at such address as such Investor shall have provided
      in
      writing to the Company, or at such other address as each such party furnishes
      by
      notice given in accordance with this Section 12(b).

     

    c.       
      Failure
      of any party to exercise any right or remedy under this Agreement or otherwise,
      or delay by a party in exercising such right or remedy, shall not operate as
      a
      waiver thereof.

     

    d.       
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York for contracts to be wholly performed in such state and
      without giving effect to the principles thereof regarding the conflict of laws.
      Each of the parties consents to the jurisdiction of the federal courts whose
      districts encompass any part of the City of New York or the state courts of
      the
      State of New York sitting in the City of New York in connection with any dispute
      arising under this Agreement and hereby waives, to the maximum extent permitted
      by law, any objection, including any objection based on forum
      non coveniens,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Buyer for any reasonable legal
      fees and disbursements incurred by the Buyer in enforcement of or protection
      of
      any of its rights under this Agreement.

     

    e.       
      If
      any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      enforceability of this Agreement in any other jurisdiction.

     

    f.       
      Subject
      to the requirements of Section 9 hereof, this Agreement shall inure
      to the
      benefit of and be binding upon the successors and assigns of each of the parties
      hereto.

     

    g.       
      All
      pronouns and any variations thereof refer to the masculine, feminine or neuter,
      singular or plural, as the context may require.

     

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

     

    i.       
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same agreement.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by telephone line facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement.

     

    j.       
      The
      Company acknowledges that any failure by the Company to perform its obligations
      under Section 3(a) hereof, or any delay in such performance could result in
      loss
      to the Investors, and the Company agrees that, in addition to any other
      liability the Company may have by reason of such failure or delay, the Company
      shall be liable for all direct damages caused by any such failure or delay,
      unless the same is the result of force majeure. Neither party shall be liable
      for consequential damages.

     

    k.       
      This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof. There are no restrictions, promises, warranties
      or


     


    
      
        
        

      

      
        B-13

        
          

        

      

      
        
        

      

    


    undertakings,
      other than those set forth or referred to herein. This Agreement supersedes
      all
      prior agreements and understandings among the parties hereto with respect to
      the
      subject matter hereof. This Agreement may be amended only by an instrument
      in
      writing signed by the party to be charged with enforcement thereof.


    
 

     

    IN
      WITNESS WHEREOF, the
      parties have caused this Agreement to be duly executed by their respective
      officers thereunto duly authorized as of the day and year first above
      written.

     

    
      	 	
              COMPANY:

               

            
	 	
              EYE
                CARE INTERNATIONAL, INC.

               

            
	 	
              By:
                _____________________________

            
	 	
              Name:
                Clark A. Marcus

            
	 	
              Title: President
                and Chief Executive Officer

            
	 	
               

              INVESTOR:
                

            
	 	
              
              

              
                

              

              Print
                Name of Investor

               

            
	 	
              By: 
                ________________________________

            
	 	
              Print
                Name of Signatory: 

              Title:
                

            


    

    



    
      
        
        

      

      
        B-14

        
          

        

      

      
        
        

      

    


    


    


    EXHIBIT
      C

    


     

    
      	 	
               

              Tel  212
                513 3200

              Fax
                212
                385 9010

            	
               

              Holland
                & Knight LLP

              195
                Broadway

              New
                York, NY 10007-3189

              www.hklaw.com

            


    

    


    March
      9,
      2005

    


    TO
      THE
      BUYERS

    NAMED
      ON
      SCHEDULE I

    


    Re: Securities
      Purchase Agreement

    


    Ladies
      and Gentlemen:

    


    We
      have
      acted as special counsel for Eye Care International, Inc. (the "Company"),
      a
      Delaware corporation, in connection with the transactions under (i) the
      Securities Purchase Agreement, by and among each entity named therein as a
      “Buyer” (each, a “Buyer”) and the Company, dated as of ________,
      2005
      (the "Securities Purchase Agreement"), (ii) the Registration Rights Agreement,
      between the Investors and the Company, dated as of __________, 2005 (the
“Registration Rights Agreement”) and (iii) the Company’s Convertible Debenture
      due 2008 (the "Debentures," and, together with the Securities Purchase Agreement
      and the Registration Rights Agreement, the "Transaction Documents"). This
      opinion is furnished to you pursuant to Section 8 of the Securities Purchase
      Agreement. All capitalized terms used herein have the meanings defined for
      them
      in the Securities Purchase Agreement unless otherwise defined
      herein.

     

    For
      purposes of this opinion, we have examined and are relying upon the
      following:

     

    
      	 	
              1.

            	
              the
                Securities Purchase Agreement;

            


    

     

    
      	 	
              2.

            	
              the
                Registration Rights Agreement;

            


    

     

    
      	 	
              3.

            	
              the
                Debentures.

            


    

     

    Except
      as
      may be otherwise specifically noted in this opinion letter, the opinions
      expressed herein relate solely to the documents listed above, and not to any
      other documents, including any documents that are referred to in, incorporated
      by reference into, or listed as attachments, exhibits, or schedules to any
      of
      such documents.

     

    In
      rendering the opinions set forth below, we have also examined and, as to
      corporate matters, are relying solely upon the following:

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              1.

            	
              The
                Certificate of Incorporation (the "Articles") and Bylaws (the "Bylaws")
                of
                the Company, as amended to date;

            


    

     

    
      	 	
              2.

            	
              Resolutions
                adopted by the Board of Directors of the Company, dated as of March
                5,
                2005 with respect to the Transaction
                Documents;

            


    

     

    
      	 	
              3.

            	
              Certificates
                of legal existence and good standing dated __________ for the Company
                issued by the Delaware Secretary of State (the "Status
                Certificate");

            


    

     

    
      	 	
              4.

            	
              A
                certificate dated ____________ as to the qualification and good standing
                of the Company as a foreign corporation issued by the Florida Secretary
                of
                State (the "Company Qualification Certificate(s)");
                

            


    

     

    
      	 	
              5.

            	
              The
                Officer's Certificate dated March __, 2005 stating that the Transaction
                as
                contemplated by the Transaction Documents does not conflict with,
                or
                constitute a material default (or an event that with notice or lapse
                of
                time or both would become a material default) under, or give to others
                any
                rights of termination, amendment, acceleration or cancellation of,
                any
                material agreement, indenture, instrument or any "lock-up" or similar
                provision of any underwriting or similar agreement to which the Company
                is
                a party; and 

            


    

     

    
      	 	
              6.

            	
              The
                Secretary's Certificate dated ___________ as to the Articles and
                Bylaws,
                and containing an incumbency certification as to the Company (the
                "Secretary's Certificate").

            


    

     

    With
      your
      consent, we have assumed that certificates of public officials dated earlier
      than the date of this opinion remain accurate from such earlier date through
      and
      including the date of this letter. As to matters of fact, we have relied on
      the
      representations and warranties made by the parties in the Transaction Documents
      and on certificates of public officials and the Secretary's Certificate and
      Officer's Certificate. We have made no independent investigation of the accuracy
      or completeness of such matters of fact.

     

    For
      purposes of this opinion letter, the term “to our knowledge” or a similar phrase
      means the conscious awareness of facts or other information, at the time of
      delivery of this opinion letter, by the lawyers in our firm who have given
      substantive attention to the preparation of, and transactions effected by,
      the
      Transaction Documents, and does not include constructive, implied, imputed,
      presumed, or assumed notice or knowledge of facts or information. Except to
      the
      extent expressly set forth herein, and with your permission, we have not
      undertaken any independent investigation (including without limitation review
      of
      any governmental records or court dockets) to determine the existence or absence
      of any facts or other information, and no inference as to our knowledge or
      the
      existence or absence of any such facts or other information should be drawn
      from
      the fact of our representation of the Company as special counsel.

     

    In
      rendering the opinions herein, we have relied, without independent
      investigation, upon the following assumptions:

     

     

    (A)         
      Each
      party to the Transaction Documents (other than the Company) is duly organized
      and is validly existing and in good standing in its jurisdiction of
      organization;

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


     

    


     

     

    (B)         
      Each
      party to the Transaction Documents (other than the Company) has full power
      and
      authority to execute, deliver and perform its obligations under the Transaction
      Documents to which it is a party, and the Transaction Documents to which it
      is a
      party have been duly authorized by all necessary action on its part and have
      been duly executed and duly delivered by it;

     

     

    (C)         
      The
      Transaction Documents constitute the valid and binding obligation of each party
      thereto (other than the Company), enforceable against such party in accordance
      with their respective terms;

     

     

    (D)         
      Each
      natural person executing the Transaction Documents or any other document
      referred to herein is legally competent to do so;

     

     

    (E)         
      Each
      party to the Transaction Documents (other than the Company) has complied with
      all legal requirements pertaining to its status, as such status relates to
      its
      rights to enforce such documents against the Company (including, but not limited
      to, qualifying to do business, if required, in the relevant
      jurisdiction);

     

     

    (F)         
      Each
      document submitted to us for review is accurate and complete, each such document
      that is an original is authentic, each such document that is a copy or a draft
      conforms to an authentic original, and all signatures on each such document
      are
      genuine (other than those of officers of the Company on the Transaction
      Documents);

     

     

    (G)         
      There
      has
      not been any mutual mistake of fact or misunderstanding, fraud, duress, or
      undue
      influence;

     

     

    (H)         
      The
      Transaction Documents will be enforced in circumstances and in a manner in
      which
      it is commercially reasonable to do so and the conduct of the parties complies
      with any requirement of good faith and fair dealing;

     

     

    (I)         
      There
      are
      no agreements or understandings among the parties, written or oral, and there
      is
      no usage of trade or course of prior dealing among the parties that would,
      in
      either case, define, supplement or qualify the terms of the Transaction
      Documents;

     

     

    (J)         
      Each
      person who has taken any action relevant to any of our opinions in the capacity
      of director or officer was duly elected to that director or officer position
      and
      held that position when such action was taken;

     

     

    (K)         
      The
      constitutionality and validity of all relevant laws, regulations, and agency
      actions unless a reported case has otherwise held or widespread concern has
      been
      expressed by commentators as reflected in materials which lawyers routinely
      consult;

     

     

    (L)         
      All
      statutes, judicial and administrative decisions, and rules and regulations
      of
      governmental agencies constituting law are generally available (i.e. in terms
      of


     


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


     

    access
      and distribution following publication or other release) to lawyers practicing
      in the State of New York, and are in a format that makes legal research
      reasonably feasible;

     

     

    (M)         
      The
      Company is not subject to regulation under the Public Utility Holding Company
      Act of 1935, the Federal Power Act, or the Investment Company Act of 1940,
      each
      as amended to date; and

     

     

    (N)         
      The
      payment when due of any documentary stamp taxes and non-recurring intangible
      taxes required to be paid in connection with the execution, delivery, recording,
      or filing of the Transaction Documents.

     

    Based
      on
      and subject to the foregoing and subject to the exceptions, qualifications,
      and
      limitations herein set forth, we express the following opinions:

     

    1.         
      The
      Company is a corporation validly existing and in good standing under the laws
      of
      the State of Delaware. The Company has the corporate power and authority to
      conduct its business and, based solely on the Company Qualification
      Certificate(s), the Company is qualified to do business as a foreign corporation
      in the State of Florida.

     

    2.         
      The
      Company has the corporate power to perform its obligations under the Transaction
      Documents and to sell, issue and deliver the Debentures. The execution and
      delivery of the Transaction Documents by the Company and the consummation by
      it
      of the transactions contemplated thereby have been authorized by all necessary
      corporate action. Each of the Transaction Documents has been executed and
      delivered by the Company, and each of the Transaction Documents constitutes
      valid and binding obligations of the Company enforceable against the Company
      in
      accordance with its terms.

     

    3.         
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby,
      including, without limitation, the sale, issuance and delivery of the
      Debentures, do not to our knowledge (i) result in a violation of the Articles
      or
      the By-Laws; (ii) based solely on the Officer's Certificate, conflict with,
      or
      constitute a material default (or an event that with notice or lapse of time
      or
      both would become a material default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, any material agreement,
      indenture, instrument or any "lock-up" or similar provision of any underwriting
      or similar agreement to which the Company is a party; or (iii) result in a
      violation of any federal or state law, rule or regulation that is to our
      knowledge applicable to the Company except for such violations as would not,
      individually or in the aggregate, have a Material Adverse Effect.

     

    4.         
      Subject
      to the accuracy of the Buyer's representations, that the Buyer is an accredited
      investor as defined under the Securities Act of 1933, the purchase and sale
      of
      the Debentures pursuant to the Transaction Documents is exempt from registration
      under the Securities Act of 1933, as amended, pursuant to Section 4(2)
      thereof.

     

    5.         
      Upon
      conversion of the Debentures in accordance with the terms therein, the Common
      Stock to be issued thereunder will be authorized, issued and fully paid in
      non-assessable shares of the Company.

     


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    


    


     

    6.         
      The
      authorized capital stock of the Company consists of 120,000,000 shares of
      capital stock, of which 80,000,000 shares are designated as Class A Common
      Stock, par value $0.001 per share (the “Common Stock”), 20,000,000 shares are
      designated Class B Common Stock, par value $0.001 per share and 20,000,000
      shares are designated as Preferred Stock. As of the date hereof, assuming the
      conversion or exercise of certain currently outstanding common stock equivalents
      of the Company into underlying shares of Common Stock, 23,807,147 shares of
      Common Stock (excluding an additional approximately 2,676,344 shares of Common
      Stock to be issued upon conversion of certain currently outstanding debentures
      and exercise of certain currently outstanding warrants), 5,302,802 shares of
      Class B Common Stock and 155 Series A Convertible Preferred Shares and 86 Series
      C Mandatory Convertible Preferred Shares of stock are issued and outstanding.
      All issued and outstanding shares of Common Stock have been duly authorized
      and
      validly issued and are fully paid and nonassessable. The Company has sufficient
      authorized and unissued shares of Common Stock as may be necessary to effect
      the
      issuance of the Shares.

     

     

    Based
      on
      and subject to the foregoing and subject to the exceptions, qualifications,
      and
      limitations herein set forth, we hereby confirm that to our knowledge, the
      Company is not a party to any pending actions, suits, proceedings or
      investigations which could reasonably be expected to have a Material Adverse
      Effect.

     

    


    Our
      opinions are subject to bankruptcy, insolvency, fraudulent conveyance or
      transfer, reorganization, arrangement, moratorium and other laws affecting
      the
      rights and remedies of creditors generally, including limitations imposed by
      judicial decisions relating thereto, and to general principles of equity,
      regardless of whether considered in a proceeding in equity or at law, including
      without limitation concepts of materiality, reasonableness, good faith, and
      fair
      dealing, and including principles under which a court has discretion in granting
      specific performance or injunctive or other equitable relief.

     

    Our
      opinions are also subject to the effect of rules of law that:

    


    (A)         
      limit
      or
      affect the enforcement of provisions of a contract that purport to waive, or
      to
      require waiver of, the obligations of good faith, fair dealing, diligence and
      reasonableness;

     

    (B)         
      provide
      that forum selection clauses with respect to courts in contracts are not
      necessarily binding on the court(s) in the forum selected;

     

    (C)         
      limit
      the
      availability of a remedy under certain circumstances where another remedy has
      been elected;

     

    (D)         
      relate
      to
      the sale or disposition of collateral or the requirements of a commercially
      reasonable sale;

     

    (E)         
      limit
      the
      enforceability of provisions releasing, exculpating or exempting a party from,
      or requiring indemnification of a party for, liability for its own action or
      inaction, to the extent the action or inaction involves gross negligence,
      recklessness, willful misconduct, unlawful conduct, violation of law or public
      policy or litigation against another party determined adversely to such
      party;

     


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    


     

    (F)         
      may,
      if
      less than all of a contract is unenforceable, limit the enforceability of the
      remainder of the contract to circumstances in which the unenforceable portion
      is
      not an essential part of the agreed exchange;

     

    (G)         
      govern
      and afford judicial discretion regarding the determination of damages and
      entitlement to attorneys’ fees and other costs; and

     

    (H)         
      permit
      a
      party that has materially failed to render or offer performance required by
      the
      contract to cure that failure unless (i) permitting a cure would
      unreasonably hinder the aggrieved party from making substitute arrangements
      for
      performance, or (ii) it was important in the circumstances to the aggrieved
      party that performance occur by the date stated in the contract.

     

    This
      opinion letter is based as to matters of law solely on (i) the General
      Corporation Law as in effect on the date hereof in the State of Delaware, and
      (ii) such internal law of the State of New York (but not including any statutes,
      ordinances, administrative decisions, rules or regulations of any political
      subdivision of the State of New York) and such Federal law that, in each case
      in
      our experience, is normally applicable to a transaction of the type contemplated
      by the Transaction Documents and to the parties thereto, without our having
      made
      any special investigation concerning any other law, rule or regulation.


     

    Without
      limiting the generality of the foregoing paragraph, and in some cases in
      addition thereto, and notwithstanding anything to the contrary contained herein,
      we express no opinion as to: (a) any Federal, state, or local law or regulation
      relating to (i) taxation, usury, choice-of-law provisions, antitrust or trade
      regulation, banking, securities, including the "blue sky" laws of any state,
      except as specifically set forth in opinion paragraph 4 hereof, or labor or
      employee rights and benefits laws, including the Employee Retirement Income
      Security Act of 1974, as amended; (ii) planning, zoning, historic preservation,
      condominiums, cooperatives, subdivisions, inland or wetland matters, air, water,
      or noise pollution, effluent waste disposal, hazardous substances, environmental
      contamination, fire, life safety, or building codes, occupational safety or
      health, or the Americans with Disabilities Act; or (iii) corrupt practices,
      including, without limitation, the Foreign Corrupt Practices Act of 1977; (b)
      laws, rules, or regulations of any county, municipality, or similar political
      subdivision or any agency or instrumentality thereof (c) the creation,
      perfection, constructive notice, or priority of any security interest, lien,
      or
      other encumbrance on any real or personal property; or (d) the applicability
      to
      the obligations of the Company (or the enforceability thereof) of Section 548
      of
      the U.S. Bankruptcy Code or any other provision of law relating to fraudulent
      transfers, conveyances and obligations.

     

    Our
      advice on each legal issue addressed herein represents our opinion concerning
      how that issue would be resolved were it to be considered by the highest court
      of the jurisdiction upon whose law our opinion on that issue is based. The
      manner in which any particular issue would be treated in any actual court case
      would depend in part on facts and circumstances peculiar to the case, and our
      opinions are not a guaranty of an outcome of any legal dispute which may arise
      with regard to the Transaction Documents.

     


    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    


    


     

    This
      letter speaks as of the date hereof. We disclaim any obligation to provide
      you
      with any subsequent opinion or advice by reason of any future changes or events
      which may affect or alter any opinion rendered herein. Our opinion is limited
      to
      the matters stated herein, and no opinion is to be implied or inferred beyond
      the matters stated herein.

     

    This
      letter is being delivered to you and may be relied upon only by you in
      connection with the Transaction Documents. This letter may not be relied upon
      by, furnished to, referred to, quoted, in whole or part, by, or filed with,
      any
      other person, or used for any other purpose, without our prior written
      consent.

     

    


     

    Very
      truly yours,

     

    HOLLAND
      & KNIGHT LLP

     

    


     

    


     


    
      
        
        

      

      
        C-7

        
          

        

      

      
        
        

      

    


    


     

    


     

    


    SCHEDULE
      I TO COMPANY COUNSEL LEGAL OPINION

    


    [INSERT
      NAMES OF BUYERS AT EACH RESPECTIVE CLOSING]

    


    


     

     

     

     

     

     

     

     

    C-8