EXHIBIT 10.1 (v)

Eyecity.com, Inc., 79 Express Street, Plainview, NY 11803
Phone:  516-822-5000 Fax: 516-822-5520

                                                                    June 1, 2000
James J. Armenakis
65 Bleecker Street
New York, NY  10012

                      AMENDMENT NO. 2 TO FINDERS AGREEMENT

Dear Jim:

This will constitute and confirm our amendment to the Finders Agreement dated
March 16, 1999 (the "Finders Agreement") as amended on December 29, 1999 for
James J. Armenakis (the "Armenakis") to act as a finder for Eyecity.com, Inc.
(the "Company"), in accordance with the terms, provisions and conditions of the
Finders Agreement.

1.    Section 2 shall be amended to read as follows:

      "As full and complete compensation for Armenakis' services rendered
      hereunder, commencing January 1, 2000, Armenakis shall have the
      compensation due under this Finders Agreement payable in cash, Company
      Stock (the "Shares") and Company Warrants (the "Warrants") as follows: (i)
      fifteen (15%) percent of the funds invested on an equity basis payable in
      cash, (ii) ten (10%) percent of all Shares issued; and (iii) ten (10%)
      percent of all Warrants issued, by the Company under this Agreement."

2.    Section 3 amended to read as follows:

      "Finder covenants and agrees that the Shares of the Company's Common Stock
      which Armenakis is acquiring pursuant to this Agreement are being acquired
      by Armenakis, for his own account for investment only and not with a view
      to the distribution of all or any part thereof, as the phrases "investment
      only" and "distribution" have meaning under the Securities Act of 1933, as
      amended, (the "Act"), or for the sale in connection any distribution, and
      that such Shares will not be transferred except in accordance with the
      registration requirements of the Act or as applicable. Finder understands
      that under existing law (i) all of the Shares may be required to be held
      indefinitely, unless a Registration Statement is effective and current
      with respect to the Shares under the Act or an exemption from such
      registration is available, (ii) any sales of the Shares in reliance upon
      Rule 144


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                                                                EXHIBIT 10.1 (v)

      promulgated under the Act may be made only in amounts in accordance with
      the terms and conditions of the Rule, and (iii) in the case of securities
      to which that Rule is not applicable and which are not registered,
      compliance with Regulations promulgated under the Act or some other
      disclosure exemption will be required. The Shares will be authorized but
      unissued shares of the Common Stock, $.001 par value per share, of the
      Company, and Armenakis agrees to sign an Investment Letter for all Shares
      issued to him under this Agreement, or if Armenakis has the Stock issued
      to a third party, said third party shall sign an Investment Letter.

      Armenakis covenants and agrees that the certificates representing such
      Shares shall contain the following legend, or one similar thereto;

            "THE SHARES REPRESENTED BY THIS CRTIFICATE WERE ACQUIRED FOR
      INVESTMENT ANDHAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED ("ACT"). NO SALE, OFFER TO SELL OR TRANSFER OF THE SHARES
      REPRESENTED BY THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN
      OPINION OF COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQURIED UNDER
      THE ACT."

3.    All other terms and conditions of the Finders Agreement remain in full
      force and effect.

If the foregoing is in accordance with your understanding, will you kindly
signify same by signing this Finders Agreement Amendment in the space provided
below.

                                                   Sincerely,
Agreed and Accepted                                EYECITY.COM, INC.
as of the above date


/s/ James J. Armenakis                             /s/ Mark H. Levin
----------------------                             -----------------------------
James J. Armenakis                                 Mark H. Levin
                                                   President