Exhibit 10.12


    
      
        

      

    

    Exhibit
      10.12

     

    
 

    FORM
      OF
      DEBENTURE

    


    


    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
      REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
      OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
      ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

    


    


    
      	
              AMOUNT

            	
              $

            
	
              DEBENTURE
                NUMBER

            	
              JANUARY-2004-101

            
	
              ISSUANCE
                DATE

            	
              JANUARY
                __, 2004

            
	
              MATURITY
                DATE

            	
              JANUARY
                __, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, Eye Care International, Inc., a Delaware corporation (the “Company”),
      hereby promises to pay ____________ (the “Holder”) on the Maturity Date, the
      principal amount of ___________ Dollars ($__________) U.S., and to pay interest
      on the principal amount hereof, in such amounts, at such times and on such
      terms
      and conditions as are specified herein. This
      Debenture shall be subordinate in terms of priority in the event of liquidation
      and in terms of payments as to all notes issued prior to this Debenture
      including the note issued to Meyer-Markelson-Young, LLC". 

    


    


    Article
      1. Interest

    


    The
      Company shall pay interest on the unpaid principal amount of this Debenture
      (the
“Debenture”) at the time of each conversion until the principal amount hereof is
      paid in full or has been converted. The Debentures shall pay seven percent
      (7%)
      cumulative interest, in cash or in shares of Class A common stock, par value
      $.001 per share, of the Company (“Common Stock”), at the Company’s option, at
      the time of each conversion. The closing shall be deemed to have occurred on
      the
      date the funds (less escrow fees and attorney fees) are received by the Company
      (the “Closing Date”). If the interest is to be paid in cash, the Company shall
      make such payment within five (5) business days of the date of conversion.
      If
      the interest is to be paid in Common Stock, said Common Stock shall be delivered
      to the Holder, or per Holder’s instructions, within five (5) business days of
      the date of conversion. The Debentures are subject to automatic conversion
      on
      the Maturity Date at which time all Debentures outstanding will be automatically
      converted based upon the formula set forth in Section 3.2. 


    
      
        
        

      

      
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    Article
      2. Method
      of Payment 

    


    This
      Debenture must be surrendered to the Company in order for the Holder to receive
      payment of the principal amount hereof. The Company shall have the option of
      paying the interest on this Debenture in United States dollars or in Common
      Stock upon conversion pursuant to Article 1 hereof. The Company may draw a
      check
      for the payment of interest to the order of the Holder of this Debenture and
      mail it to the Holder’s address as shown on the Register (as defined in Section
      7.2 below). Interest and principal payments shall be subject to withholding
      under applicable United States Federal Internal Revenue Service
      Regulations.

    


    Article
      3. Conversion

    


    Section
      3.1. Conversion
      Privilege

    


    (a)
      The
      Holder of this Debenture shall have the right to convert it into shares of
      Common Stock at any time following the Closing Date and which is before the
      close of business on the Maturity Date, except as set forth in Section 3.1(c)
      below. The number of shares of Common Stock issuable upon the conversion of
      this
      Debenture is determined pursuant to Section 3.2 and rounding the result to
      the
      nearest whole share. 

     

    (b)
      Less
      than all of the principal amount of this Debenture may be converted into Common
      Stock if the portion converted is $1,000 or a whole multiple of $1,000 and
      the
      provisions of this Article 3 that apply to the conversion of all of the
      Debenture shall also apply to the conversion of a portion of it. This Debenture
      may not be converted, whether in whole or in part, except in accordance with
      Article 3.

     

    (c)
      In
      the event all or any portion of this Debenture remains outstanding on the
      Maturity Date, the unconverted portion of such Debenture will automatically
      be
      converted into shares of Common Stock on such date in the manner set forth
      in
      Section 3.2.

     

    Section
      3.2. Conversion
      Procedure.     

    


    (a) Debentures.
      Upon
      receipt by the Company or its designated attorney of a facsimile or original
      of
      Holder’s signed Notice of Conversion (See Exhibit A attached hereto) preceded
      by, together with or followed by receipt of the original Debenture to be
      converted in whole or in part in the manner set forth in 3.2(b) below, the
      Company shall instruct its transfer agent to issue one or more Certificates
      representing that number of shares of Common Stock into which the Debenture
      is
      convertible. The Company shall act as Registrar and shall maintain an
      appropriate ledger containing the necessary information with respect to each
      Debenture.

    


    (b)
      Conversion
      Procedures. The
      face
      amount of this Debenture may be converted, in whole or in part, anytime
      following the Closing Date. Such conversion shall be effectuated by surrendering
      to the Company, or its attorney, this Debenture to be converted together with
      a
      facsimile or original of the signed Notice of Conversion which evidences
      Holder’s intention to convert the Debenture indicated. The date on which the
      Notice of Conversion is effective 


    
      
        
        

      

      
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    (“Conversion
      Date”) shall be deemed to be the date on which the Holder has delivered to the
      Company a facsimile or original of the signed Notice of Conversion, as long
      as
      the original Debenture(s) to be converted are received by the Company within
      three (3) business days thereafter. Notwithstanding the above, any Notice of
      Conversion not received by 5:00 P.M. EST, shall be deemed to have been received
      the next business day. 

    


    (c)
      Common
      Stock to be Issued. Upon
      the
      conversion of any Debentures and upon receipt by the Company or its attorney
      of
      a facsimile or original of Holder’s signed Notice of Conversion the Company
      shall instruct its transfer agent to issue stock certificates without
      restrictive legend or stop transfer instructions, if at that time the
      Registration Statement has been deemed effective (or with proper restrictive
      legend if the Registration Statement has not as yet been declared effective),
      in
      such denominations to be specified at conversion representing the number of
      shares of Common Stock issuable upon such conversion, as applicable. The Company
      warrants that no instructions, other than these instructions, have been given
      or
      will be given to the transfer agent and that the Common Stock shall otherwise
      be
      freely resold, except as may be set forth herein.

    


    (d)
      Conversion
      Rate.
      Holder
      is entitled to convert the
      face
      amount of this Debenture, plus accrued interest, anytime following the Closing
      Date, at the lesser of (i) 120%
      of
      the closing bid price on the Closing Date or (ii) 75% of the lowest closing
      bid
      price of the Common Stock during the five (5) trading days immediately prior
      to
      the Conversion Date, each being referred to as the “Conversion Price”.
No
      fractional shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded up or down,
      as
      the case may be, to the nearest whole share.

    (e)
      Nothing contained in this Debenture shall be deemed to establish or require
      the
      payment of interest to the Holder at a rate in excess of the maximum rate
      permitted by governing law. In the event that the rate of interest required
      to
      be paid exceeds the maximum rate permitted by governing law, the rate of
      interest required to be paid thereunder shall be automatically reduced to the
      maximum rate permitted under the governing law and such excess shall be returned
      with reasonable promptness by the Holder to the Company. 

    


    (f)
      It
      shall
      be the Company’s responsibility to take all necessary actions and to bear all
      such costs to issue the Common Stock as provided herein, including the
      responsibility and cost for delivery of an opinion letter to the transfer agent,
      if so required. The person in whose name the certificate of Common Stock is
      to
      be registered shall be treated as a shareholder of record on and after the
      conversion date. Upon surrender of any Debentures that are to be converted
      in
      part, the Company shall issue to the Holder a new Debenture equal to the
      unconverted amount, if so requested in writing by Holder.

    


    (g)
      Within
      five (5) business days after receipt of the documentation referred to above
      in
      Section 3.2(b), the Company shall deliver a certificate, in accordance with
      Section 3.2(c) for the number of shares of Common Stock issuable upon the
      conversion. In
      the
      event the Company does not make delivery of the Common Stock, as instructed
      by
      Holder, within five (5) business days after the Conversion Date, then in such
      event the Company shall pay to Holder one percent (1%) in cash, of the dollar
      value of the Debentures being converted per each day after the fifth



    
      
        
        

      

      
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    (5th)
      business day following the Conversion Date that the Common Stock is not
      delivered to the Purchaser.

    


    The
      Company acknowledges that its failure to deliver the Common Stock within five
      (5) business days after the Conversion Date will cause the Holder to suffer
      damages in an amount that will be difficult to ascertain. Accordingly, the
      parties agree that it is appropriate to include in this Debenture a provision
      for liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and will not constitute a penalty. The
      payment of liquidated damages shall not relieve the Company from its obligations
      to deliver the Common Stock pursuant to the terms of this
      Debenture.

    


    To
      the
      extent that the failure of the Company to issue the Common Stock pursuant to
      this Section 3.2(g) is due to the unavailability of authorized but unissued
      shares of Common Stock, the provisions of this Section 3.2(g) shall not apply
      but instead the provisions of Section 3.2(h) shall apply.

    


    The
      Company shall make any payments incurred under this Section 3.2(g) in
      immediately available funds within five (5) business days from the date the
      Common Stock is fully delivered. Nothing herein shall limit a Holder’s right to
      pursue actual damages or cancel the conversion for the Company’s failure to
      issue and deliver Common Stock to the Holder within five (5) business days
      after
      the Conversion Date.

    


    (h)
      The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and
      have
      available all Common Stock necessary to meet conversion of the Debentures by
      all
      Holders of the entire amount of Debentures then outstanding. If, at any time
      Holder submits a Notice of Conversion and the Company does not have sufficient
      authorized but unissued shares of Common Stock (or alternative shares of Common
      Stock as may be contributed by Stockholders) available to effect, in full,
      a
      conversion of the Debentures (a “Conversion Default”, the date of such default
      being referred to herein as the “Conversion Default Date”), the Company shall
      issue to the Holder all of the shares of Common Stock which are available,
      and
      the Notice of Conversion as to any Debentures requested to be converted but
      not
      converted (the “Unconverted Debentures”), may be deemed null and void upon
      written notice sent by the Holder to the Company. The Company shall provide
      notice of such Conversion Default (“Notice of Conversion Default”) to all
      existing Holders of outstanding Debentures, by facsimile, within three (3)
      business day of such default (with the original delivered by overnight or two
      day courier), and the Holder shall give notice to the Company by facsimile
      within five business days of receipt of the original Notice of Conversion
      Default (with the original delivered by overnight or two day courier) of its
      election to either nullify or confirm the Notice of Conversion.

    


    The
      Company agrees to pay to all Holders of outstanding Debentures payments for
      a
      Conversion Default (“Conversion Default Payments”) in the amount of (N/365) x
      (.24) x the initial issuance price of the outstanding and/or tendered but not
      converted Debentures held by each Holder where N = the number of days from
      the
      Conversion Default Date to the date (the “Authorization Date”) that the Company
      authorizes a sufficient number of shares of Common 


    
      
        
        

      

      
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    Stock
      to
      effect conversion of all remaining Debentures. The Company shall send notice
      (“Authorization Notice”) to each Holder of outstanding Debentures that
      additional shares of Common Stock have been authorized, the Authorization Date
      and the amount of Holder’s accrued Conversion Default Payments. The accrued
      Conversion Default shall be paid in cash or shall be convertible into Common
      Stock at the Conversion Rate, upon written notice sent by the Holder to the
      Company, which Conversion Default shall be payable as follows: (i) in the event
      Holder elects to take such payment in cash, cash payments shall be made to
      such
      Holder of outstanding Debentures by the fifth day of the following calendar
      month, or (ii) in the event Holder elects to take such payment in stock, the
      Holder may convert such payment amount into Common Stock at the conversion
      rate
      set forth in section 3.2(d) at anytime after the 5th day of the calendar month
      following the month in which the Authorization Notice was received, until the
      expiration of the mandatory three (3) year conversion period.

    


    The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Common Stock to effect in full a conversion
      of
      the Debentures will cause the Holder to suffer damages in an amount that will
      be
      difficult to ascertain. Accordingly, the parties agree that it is appropriate
      to
      include in this Agreement a provision for liquidated damages. The parties
      acknowledge and agree that the liquidated damages provision set forth in this
      section represents the parties’ good faith effort to quantify such damages and,
      as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Common Stock
      pursuant to the terms of this Debenture. Nothing herein shall limit the Holder’s
      right to pursue actual damages for the Company’s failure to maintain a
      sufficient number of authorized shares of Common Stock.

    


    (i)
      If,
      by the fifth (5th)
      business day after the Conversion Date of any portion of the Debentures to
      be
      converted (the “Delivery Date”), the transfer agent fails for any reason to
      deliver the Common Stock upon conversion by the Holder and after such Delivery
      Date, the Holder purchases, in an open market transaction or otherwise, shares
      of Common Stock (the "Covering Shares") solely in order to make delivery in
      satisfaction of a sale of Common Stock by the Holder (the "Sold Shares"), which
      delivery such Holder anticipated to make using the Common Stock issuable upon
      conversion (a "Buy-In"), the Company shall pay to the Holder, in addition to
      any
      other amounts due to Holder pursuant to this Debenture, and not in lieu thereof,
      the Buy-In Adjustment Amount (as defined below). The "Buy In Adjustment Amount"
      is the amount equal to the excess, if any, of (x) the Holder's total purchase
      price (including brokerage commissions, if any) for the Covering Shares over
      (y)
      the net proceeds (after brokerage commissions, if any) received by the Holder
      from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment
      Amount to the Holder in immediately available funds within five (5) business
      days of written demand by the Holder. By way of illustration and not in
      limitation of the foregoing, if the Holder purchases shares of Common Stock
      having a total purchase price (including brokerage commissions) of $11,000
      to
      cover a Buy-In with respect to shares of Common Stock it sold for net proceeds
      of $10,000, the Buy-In Adjustment Amount which the Company will be required
      to
      pay to the Holder will be $1,000.

    


    (j)
      The
      Company shall furnish to Holder such number of prospectuses and other documents
      incidental to the registration of the shares of Common Stock underlying the
      Debentures, including any amendment of or supplements thereto.


    
      
        
        

      

      
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    (k)
      Limitation
      on Issuance of Shares.
      If the
      Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
      issuance of the Debentures, the Company may be limited in the number of shares
      of Common Stock it may issue by virtue of (X) the number of authorized shares
      or
      (Y) the applicable rules and regulations of the principal securities market
      on
      which the Common Stock is listed or traded, including, but not necessarily
      limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
      applicable (collectively, the “Cap Regulations”). Without limiting the other
      provisions thereof, the Debentures shall provide that (i) the Company will
      take
      all steps reasonably necessary to be in a position to issue shares of Common
      Stock on conversion of the Debentures without violating the Cap Regulations
      and
      (ii) if, despite taking such steps, the Company still cannot issue such shares
      of Common Stock without violating the Cap Regulations, the holder of a Debenture
      which cannot be converted as result of the Cap Regulations (each such Debenture,
      an “Unconverted Debenture”) shall have the right to elect either of the
      following remedies: 

    


    (x)
      if
      permitted by the Cap Regulations, require the Company to issue shares of Common
      Stock in accordance with such holder's Notice of Conversion at a conversion
      purchase price equal to the average of the closing bid price per share of Common
      Stock for any five (5) consecutive trading days (subject to certain equitable
      adjustments for certain events occurring during such period) during the sixty
      (60) trading days immediately preceding the Conversion Date; or 

    


    (y)
      require the Company to redeem each Unconverted Debenture for an amount (the
      “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred
      thirty-three percent (133%) of the principal of an Unconverted Debenture, plus
      (ii) any accrued but unpaid interest thereon through and including the date
      (the
“Redemption Date”) on which the Redemption Amount is paid to the
      holder.

    


    A
      holder
      of an Unconverted Debenture may elect one of the above remedies with respect
      to
      a portion of such Unconverted Debenture and the other remedy with respect to
      other portions of the Unconverted Debenture. The Debentures shall contain
      provisions substantially consistent with the above terms, with such additional
      provisions as may be consented to by the Holder. The provisions of this section
      are not intended to limit the scope of the provisions otherwise included in
      the
      Debentures.

    


    (l)
      Limitation
      on Amount of Conversion and Ownership.
      Notwithstanding anything to the contrary in this Debenture, in no event shall
      the Holder be entitled to convert that amount of Debenture, and in no event
      shall the Company permit that amount of conversion, into that number of shares,
      which when added to the sum of the number of shares of Common Stock beneficially
      owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the
      Securities Exchange Act of 1934, as may be amended, (the “1934 Act”)), by the
      Holder, would exceed 4.99% of the number of shares of Common Stock outstanding
      on the Conversion Date, as determined in accordance with Rule 13d-1(j) of the
      1934 Act. In the event that the number of shares of Common Stock outstanding
      as
      determined in accordance with Section 13(d) of the 1934 Act is different on
      any
      Conversion Date than it was on the Closing Date, then the number



    
      
        
        

      

      
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    of
      shares
      of Common Stock outstanding on such Conversion Date shall govern for purposes
      of
      determining whether the Holder would be acquiring beneficial ownership of more
      than 4.99% of the number of shares of Common Stock outstanding on such
      Conversion Date.

    


    (m) Legend.
      The
      Holder acknowledges that each certificate representing the Debentures, and
      the
      Common Stock unless registered pursuant to the Registration Rights Agreement,
      shall be stamped or otherwise imprinted with a legend substantially in the
      following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
      RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF
      AN
      EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

    


    (n)
      Prior
      to conversion of all the Debentures and exercise of all the Warrants, if at
      anytime the conversion of all the Debentures and exercise of all the Warrants
      outstanding would result in an insufficient number of authorized shares of
      Common Stock being available to cover all the conversions, then in such event,
      the Company will move to call and hold a shareholder’s meeting or have
      shareholder action with written consent of the proper number of shareholders
      within thirty (30) days of such event, or such greater period of time if
      statutorily required or reasonably necessary as regards standard brokerage
      house
      and/or SEC requirements and/or procedures, for the purpose of authorizing
      additional shares of Common Stock to facilitate the conversions. In such an
      event management of the Company shall recommend to all shareholders to vote
      their shares in favor of increasing the authorized number of shares of Common
      Stock. Management of the Company shall vote all of its shares of Common Stock
      in
      favor of increasing the number of shares of authorized Common Stock. Company
      represents and warrants that under no circumstances will it deny or prevent
      Holder’s right to convert the Debentures as permitted under the terms of this
      Subscription Agreement or the Registration Rights Agreement. Nothing in this
      Section shall limit the obligation of the Company to make the payments set
      forth
      in Section 3.2(g). In the event the Company’s shareholder’s meeting does not
      result in the necessary authorization, the Company shall redeem the outstanding
      Debentures for an amount equal to (x) the sum of the principal of the
      outstanding Debentures plus accrued interest thereon multiplied by (y)
      133%.

     

    Section
      3.3. Fractional
      Shares.
      The
      Company shall not issue fractional shares of Common Stock, or scrip representing
      fractions of such shares, upon the conversion of this Debenture. Instead, the
      Company shall round up or down, as the case may be, to the nearest whole
      share.

     

    Section
      3.4. Taxes
      on Conversion. The
      Company shall pay any documentary, stamp or similar issue or transfer tax due
      on
      the issue of shares of Common Stock upon the conversion of this Debenture.
      However, the Holder shall pay any such tax which is due because the shares
      are
      issued in a name other than its name.


    
      
        
        

      

      
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    Section
      3.5. Company
      to Reserve Stock. The
      Company shall reserve the number of shares of Common Stock required pursuant
      to
      and upon the terms set forth in the Subscription Agreement to permit the
      conversion of this Debenture.
      All
      shares of Common Stock which may be issued upon the conversion hereof shall
      upon
      issuance be validly issued, fully paid and nonassessable and free from all
      taxes, liens and charges with respect to the issuance thereof.

     

    Section
      3.6. Restrictions
      on Sale. This
      Debenture has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of
      Regulation D promulgated under the Act. This Debenture and the Common Stock
      issuable upon the conversion thereof may only be sold pursuant to registration
      under or an exemption from the Act.

     

    Section
      3.7. Mergers,
      Etc. If
      the
      Company merges or consolidates with another corporation in a transaction in
      which the Company is not the survivor, or 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
      shall amend this Debenture to provide that it 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 to adjustments provided for in this Article
      3.

     

    Article
      4. Mergers

     

    The
      Company shall not consolidate or merge into, or transfer all or substantially
      all of its assets to, any person, unless such person assumes in writing the
      obligations of the Company under this Debenture and immediately after such
      transaction no Event of Default exists. Any reference herein to the Company
      shall refer to such surviving or transferee corporation and the obligations
      of
      the Company shall terminate upon such written assumption.

     

    Article
      5. Reports

     

    The
      Company will mail to the Holder hereof at its address as shown on the Register
      a
      copy of any annual, quarterly or current report that it files with the
      Securities and Exchange Commission promptly after the filing thereof and a
      copy
      of any annual, quarterly or other report or proxy statement that it gives to
      its
      shareholders generally at the time such report or statement is sent to
      shareholders.

     

    Article
      6. Defaults
      and Remedies

     

    Section
      6.1. Events
      of Default. An
“Event
      of Default” occurs if (a) the Company does not make the payment of the principal
      of this Debenture by conversion into Common Stock within ten (10) business
      days
      of the Maturity Date, upon redemption or otherwise, (b) the Company does not
      make a payment, other than a payment of principal, for a period of five (5)
      business days thereafter, (c) any of the Company’s representations or warranties
      contained in the 


    
      
        
        

      

      
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    Subscription
      Agreement or this Debenture were false when made or the Company fails to comply
      with any of its other agreements in the Subscription Agreement or this Debenture
      and such failure continues for the period and after the notice specified below,
      (d) the Company pursuant to or within the meaning of any Bankruptcy Law (as
      hereinafter defined): (i) commences a voluntary case; (ii) consents to the
      entry
      of an order for relief against it in an involuntary case; (iii) consents to
      the
      appointment of a Custodian (as hereinafter defined) of it or for all or
      substantially all of its property or (iv) makes a general assignment for the
      benefit of its creditors or (v) a court of competent jurisdiction enters an
      order or decree under any Bankruptcy Law that: (A) is for relief against the
      Company in an involuntary case; (B) appoints a Custodian of the Company or
      for
      all or substantially all of its property or (C) orders the liquidation of the
      Company, and the order or decree remains unstayed and in effect for sixty (60)
      calendar days, (e) the Company’s Common Stock is suspended or no longer listed
      on any recognized exchange including electronic over-the-counter bulletin board
      for in excess of five (5) consecutive trading days. As used in this Section
      6.1,
      the term “Bankruptcy Law” means Title 11 of the United States Code or any
      similar federal or state law for the relief of debtors. The term “Custodian”
      means any receiver, trustee, assignee, liquidator or similar official under
      any
      Bankruptcy Law. A default under clause (c) above is not an Event of Default
      until the holders of at least 25% of the aggregate principal amount of the
      Debentures outstanding notify the Company of such default and the Company does
      not cure it within thirty (30) business days after the receipt of such notice,
      unless the Company commences to cure such default within such period, which
      must
      specify the default, demand that it be remedied and state that it is a “Notice
      of Default”.  

     

    Section
      6.2. Acceleration.
      If
      an
      Event of Default occurs and is continuing, the Holder hereof by notice to the
      Company, may declare the remaining principal amount of this Debenture, together
      with all accrued interest and any liquidated damages, to be due and payable.
      Upon such declaration, the remaining principal amount shall be due and payable
      immediately. Any action brought by Holder to enforce the terms of this Debenture
      which results in a judgment in favor of Holder shall allow for reasonable
      attorneys fees and costs.  

     

    Section
      6.3 Concerning
      Seniority. Except
      as
      disclosed in the Company’s SEC filings, no
      indebtedness of the Company is senior to this Debenture in right of payment,
      whether with respect to interest, damages or upon liquidation or dissolution
      or
      otherwise. 

    


    Section
      6.4 Liquidation
      Value.
      The
      liquidation value of this Debenture shall be equal to 125% of the outstanding
      balance remaining on this Debenture plus accrued but unpaid interest and
      liquidated damages.

     

    Article
      7. Registered
      Debentures

     

    Section
      7.1. Series.
      This
      Debenture is one of a numbered series of Debentures which are identical except
      as to the principal amount and date of issuance thereof. Such Debentures are
      referred to herein collectively as the “Debentures”. The Debentures shall be
      issued in whole multiples of $5,000.

     

    Section
      7.2. Record
      Ownership. The
      Company, or its attorney, shall maintain a register of the holders of the
      Debentures (the “Register”) showing their names and addresses and the serial
      numbers and principal amounts of Debentures issued to them. The Register may
      be



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    maintained
      in electronic, magnetic or other computerized form. The Company may treat the
      person named as the Holder of this Debenture in the Register as the sole owner
      of this Debenture. The Holder of this Debenture is the person exclusively
      entitled to receive payments of interest on this Debenture, receive
      notifications with respect to this Debenture, convert it into Common Stock
      and
      otherwise exercise all of the rights and powers as the absolute owner
      hereof.

     

    Section
      7.3. Worn
      or Lost Debentures. If
      this
      Debenture becomes worn, defaced or mutilated but is still substantially intact
      and recognizable, the Company or its agent may issue a new Debenture in lieu
      hereof upon its surrender. Where the Holder of this Debenture claims that the
      Debenture has been lost, destroyed or wrongfully taken, the Company shall issue
      a new Debenture in place of the original Debenture if the Holder so requests
      by
      written notice to the Company actually received by the Company before it is
      notified that the Debenture has been acquired by a bona fide purchaser and
      the
      Holder has delivered to the Company an indemnity bond in such amount and issued
      by such surety as the Company deems satisfactory together with an affidavit
      of
      the Holder setting forth the facts concerning such loss, destruction or wrongful
      taking and such other information in such form with such proof or verification
      as the Company may request. 

     

    Article
      8. Notice.

    


    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Debenture must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

    


    If
      to the
      Company:

    


    Eye
      Care
      International, Inc.

    1511
      North Westshore Boulevard, Suite 925

    Tampa,
      FL
      33607

    Attention:
      Clark A. Marcus, CEO 

    Telephone: 813-289-5552

    Facsimile:
       

     

    With
      a
      copy to: 

    


    ______________,
      Esq.

    ____________________

    ____________________

    ____________________

    ____________________

    Telephone: ___________

    Facsimile:
       ___________


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    


    If
      to the
      Investor:

    


    At
      the
      address listed in the Questionnaire.

    


    With
      a
      copy to:

    


    May
      Davis
      Group, Inc.

    14
      Wall
      Street, Suite 1615

    New
      York,
      New York 10005

    Attention:
      Mike Jacobs

    Telephone:
      212-871-9618

    Facsimile:
      ___________

    


    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

     

    Article
      9. Time

     

    Where
      this Debenture authorizes or requires the payment of money or the performance
      of
      a condition or obligation on a Saturday or Sunday or a public holiday, or
      authorizes or requires the payment of money or the performance of a condition
      or
      obligation within, before or after a period of time computed from a certain
      date, and such period of time ends on a Saturday or a Sunday or a public
      holiday, such payment may be made or condition or obligation performed on the
      next succeeding business day, and if the period ends at a specified hour, such
      payment may be made or condition performed, at or before the same hour of such
      next succeeding business day, with the same force and effect as if made or
      performed in accordance with the terms of this Debenture. A “business day” shall
      mean a day on which the banks in New York are not required or allowed to be
      closed.

     

    Article
      10. No
      Assignment

     

    This
      Debenture shall not be assignable.

     

    Article
      11. Rules
      of Construction.

     

    In
      this
      Debenture, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the sense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Debenture are inserted for convenience
      of
      reference only, and they neither form a part of this Debenture nor are they
      to
      be used in the construction or interpretation hereof. Wherever, in this
      Debenture, a determination of the Company is required or allowed, such
      determination shall be made by a majority of the Board of Directors of the
      Company and if it is made in good faith, it shall be conclusive and binding
      upon
      the Company and the Holder of this Debenture.

     

    Article
      12. Governing
      Law


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    


     

    The
      validity, terms, performance and enforcement of this Debenture shall be governed
      and construed by the provisions hereof and in accordance with the laws of the
      State of Delaware applicable to agreements that are negotiated, executed,
      delivered and performed solely in the State of Delaware. 

    


    Article
      13. Litigation

    


    (a) Forum
      Selection and Consent to Jurisdiction.
      Any
      litigation arising out of, under, or in connection with, this Debenture or
      any
      course of conduct, course of dealing, statements (whether oral or written)
      or
      actions of the Company or Holder shall be brought and maintained exclusively
      in
      the courts of the State of New York. The Company hereby expressly and
      irrevocably submits to the jurisdiction of the state and federal courts of
      the
      State of New York for the purpose of any such litigation as set forth above
      and
      irrevocably agrees to be bound by any final judgment rendered thereby in
      connection with such litigation. The Company further irrevocably consents to
      the
      service of process by registered mail, postage prepaid, or by personal service
      within or without the State of New York. The Company hereby expressly and
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may have or hereafter may have to the laying of venue of any such litigation
      brought in any such court referred to above and any claim that any such
      litigation has been brought in any inconvenient forum. To the extent that the
      Company has or hereafter may acquire any immunity from jurisdiction of any
      court
      or from any legal process (whether through service or notice, attachment prior
      to judgment, attachment in aid of execution or otherwise) with respect to itself
      or its property, the Company hereby irrevocably waives such immunity in respect
      of its obligations under this Debenture. 

    


    (b)
      Waiver of Jury Trial. The Holder and the Company hereby knowingly, voluntarily
      and intentionally waive any rights they may have to a trial by jury in respect
      of any litigation based hereon, or arising out of, under, or in connection
      with,
      this Debenture, or any course of conduct, course of dealing, statements (whether
      oral or written) or actions of the Holder or the Company. The Company
      acknowledges and agrees that it has received full and sufficient consideration
      for this provision and that this provision is a material inducement for the
      Holder purchasing this Debenture.

    


    (c) Governing
      Law. The terms of this Debenture shall be governed by and construed and enforced
      in accordance with the laws of the State of Delaware without regard to the
      conflicts of laws principles thereof.

    


    


    IN
      WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
      first written above.

     

     

    
      	 	
              EYE
                CARE INTERNATIONAL, INC.

               

              


              By 
                _________________________

              Name: 
                Clark A. Marcus 

              Title:
                 
                CEO 

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    


    


    


    EXHIBIT
      C

    


    NOTICE
      OF CONVERSION

    


    


    (To
      be
      Executed by the Registered owner in order to Convert the
      Debentures.)

    


    


     

    The
      undersigned hereby irrevocably elects, as of ______________, to convert
      $__________ of Convertible Debentures into Common Stock of EYE CARE
      INTERNATIONAL, INC. (the “Company”) according to the conditions set forth in the
      Debenture issued by the Company. 

    


    


    Date
      of
      Conversion________________________________________________ 

    


    Applicable
      Conversion Price________________________________________ 

    


    Number
      of
      Shares Issuable upon this conversion_______________________ 

    


    Name
      (Print) ______________________________________________________ 

    


    Address__________________________________________________________
      

    


    _________________________________________________________________
      

    


    Phone______________________
      Fax_________________________________

    


     

    
 

    
      	 	
              By:
                _______________________________ 

               

            


    

    


     

    


    


    


    


    


    


     

     

     

     

    13