EXHIBIT 10.1(r)

                    SECOND EXTENSION TO AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

      This Second Extension To Amended And Restated Employment Agreement entered
into as of the 1st day of July, 2000 (this "Amendment"), by and between
EyeCity.com, Inc., a Delaware corporation (the "Company") and Mark R. Suroff
(the "Employee").

      The Company and the Employee have entered into an Amended and Restated
Employment Agreement (the "Employment Agreement"), dated as of July 1, 1998 as
amended by the First Extension to Amended And Restated Employment Agreement,
dated as of December 31, 1998, and the Company and the Employee desire to amend
and extend the Employment Agreement.

A.    Section 1 of the Employment Agreement shall be deleted in its entirety, as
      of the date hereof, and replaced with the following language:

      "1. Term: The term of this Agreement shall be for a period commencing July
      1, 1998 and automatically terminating on December 31, 2004, subject to
      earlier termination as provided herein or unless extended by mutual
      consent of both parties in writing ninety (90) days prior to the end of
      the term of this Agreement or any extension thereof, but nothing herein
      shall require the Company or Employee to agree to any specific term or
      condition or to any continuation of Employee's employment beyond the end
      of the term of this Agreement."

B.    Section 3 of the Employment Agreement shall be deleted in its entirety, as
      of the date hereof, and replaced with the following language:

      "3.1 Compensation:

            [A] During the Term of this Agreement, the Company agrees to pay
      Employee, and Employee agrees to accept a salary, at an annual rate as
      follows (in each case payable at least every two weeks, less all
      applicable taxes, for all services rendered by Employee hereunder):
      $82,500 from July 1, 1998 through December 31, 1998; and $100,000 from
      January 1, 1999 through June 30, 2000; and, subject to this Section
      3.1[A], $150,000 from July 1, 2000 through December 31, 2004. Employee's
      annual salary shall automatically increase at a rate of five (5%) percent
      per annum commencing January 1, 2001. In addition, Employee's annual
      salary and other benefits provided for hereunder


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                                                                 EXHIBIT 10.1(r)

      are subject to periodic increases (but not decreases) at the discretion of
      the Board of Directors. As additional compensation, the Company may pay
      the Employee periodic bonuses as determined by the Board of Directors.

            [B] Employee and the Company agree that the accrued salary owed
      Employee as of June 30, 2000 in the amount of Ninety One Thousand Nine
      Hundred Seventy Seven Dollars and Sixty Seven Cents ($91,977.67) shall be
      paid as follows:

            [1] The Company shall pay the Employee Forty One Thousand Nine
      Hundred Seventy Seven Dollars and Sixty Seven Cents ($41, 977.67) in
      twenty four (24) monthly payments, less all applicable taxes, on the last
      payroll date of each month commencing July 2000 and ending June 2002, in
      the amount of One Thousand Seven Hundred Forty Nine Dollars ($1,749.00)
      for the first twenty three (23) months, and One Thousand Seven Hundred
      Fifty Dollars and Sixty Seven Cents ($1,750.67) for the twenty fourth (24)
      month; and

            [2] If the Company consummates an offering of its debt or equity
      securities which results in gross proceeds of at least $2,000,000 by
      December 31, 2000, then in consideration of the balance of Fifty Thousand
      Dollars ($50,000), the Company hereby agrees to issue, and Employee agrees
      to accept, 100,000 shares of its Common Stock, $.001 par value per share
      (the "Shares"). If the Company does not complete a debt or equity
      securities offering of $2,000,000 by December 31, 2000, the accrued salary
      shall be paid on July 1, 2001. If the Company issues Shares, the
      certificate representing the Shares shall contain the following legend:

            "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT,
            PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE
            SECURITIES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE
            COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS
            SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS
            NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

            [3] Employee (a) represents and warrants to Company that he is
      acquiring all of the Shares to be issued to him pursuant to the provisions
      of this Amendment for Employee's own account and for the purposes of
      investment and not with a view to, or for sale in connection with, any
      distribution thereof and (b) agrees that he will not at anytime sell or
      otherwise transfer, or permit the sale or other transfer of, such Shares
      other than in


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      transactions that are not in violation of the Securities Act of 1933, as
      amended, or the provisions of any other applicable securities laws, rules
      or regulations."

C.    Effect of this Amendment. This constitutes the entire agreement of the
      parties with respect to the subject matter hereof, and supersedes all
      prior oral or written communications, memoranda, proposals, negotiations,
      discussions and commitments with respect to the subject matter hereof.
      Except as otherwise expressly provided herein, no other changes or
      modifications to the Employment Agreement are intended or implied, and in
      all other respects the Employment Agreement is hereby specifically
      ratified, restated and confirmed by all parties hereto as of the effective
      date hereof. To the extent that any provision of the Employment Agreement
      conflicts with any provision of this Amendment, the provision of this
      Amendment shall control.

D.    Assignability. The respective rights and obligations of the Employee and
      the Company under this Amendment and the Employment Agreement shall insure
      to the benefit of and be binding upon the heirs and legal representatives
      of the Employee and the successors and assigns of the Company.

E.    Miscellaneous. This Amendment is to be construed and enforced in
      accordance with the internal substantive laws of the State of New York,
      irrespective of the principles of conflicts of law. The waiver of any
      breach of this Amendment by any party shall not be construed as a wavier
      of any subsequent breach by any party. This Amendment may not be changed
      orally, but only by an agreement in writing signed by the parties to this
      Amendment.

      IN WITNESS WHEREOF, the Employee has executed this Amendment and the
Company has caused this Amendment to be executed by a duly authorized officer
and to become effective as of the day and year first above written.

      EyeCity.com, Inc.


By: /s/ Mark H. Levin                                     /s/ Mark R. Suroff
    -------------------------                             ---------------------
    Name:  Mark H. Levin                                   Name: Mark R. Suroff
    Title: President and                                         Employee
           Chief Executive Officer