Eos International Inc Watch

from 10-Q 1 page [Letterhead of Eos International, Inc.]

from 10-Q 1 page Eos/Ifs Cost Sharing Agreement Signed: /S/ James M. Cascino James M. Cascino CEO I.F.S. of New Jersey, Inc. Dated: January 9, 2004 /S/ Jose Ferreira, Jr. Jose Ferreira, Jr. CEO Eos International, Inc. Dated: January 6, 2004

from S-1 7 pages Keep Well Agreement

from 10-KT 4 pages Amendment No. 1 to Employment Agreement

from 8-K ~10 pages [Company Logo]

from 8-K ~10 pages Eos International, Inc. 2003 Deferred Compensation Plan Eos International, Inc. 2003 Deferred Compensation Plan

from 8-K 1 page This Document Is an Amendment to a Warrant And, Except if Tendered With the Warrant Amended Hereby, Does Not Constitute a Separate Right for the Issuance of Any Security. W-W1 - Amendment 1 1,384,615 Warrant Shares This Warrant Amendment and Any Securities Acquired Upon the Exercise of the Warrant Hereby Amended Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Act”), or the Securities Laws of Any State of the United States or Foreign Jurisdiction. Neither This Amendment, Nor the Warrant Hereby Amended, Nor Any Interest Therein May Be Transferred Except Pursuant to an Effective Registration Statement Under Such Act and Applicable State and Foreign Securities Laws or Pursuant to an Applicable Exemption From the Registration Requirements of Such Act and Such Laws. First Amendment to Eos International, Inc. Amended and Restated Common Stock Purchase Warrant Whereas Eos International, Inc., a Delaware Corporation (The “Company”), Has Granted to Weichert Enterprise LLC, a Delaware Limited Liability Company (The “Warrantholder”), the Right to Subscribe for and Purchase From the Company Certain Securities Pursuant to That Certain Amended and Restated Common Stock Purchase Warrant, Dated January 14, 2003 (The “Warrant”), and Whereas, the Company and the Warrantholder Have Agreed That the Warrant Shall Be Amended to Permit the Company to Issue Securities Under a Particular Plan, and Whereas the Company and the Warrantholder Do Execute This First Amendment to the Warrant to Memorialize the First Amendment to the Warrant, Now Therefore the Warrantholder Agrees With the Company: 1. the Definition of “Excluded Transaction” as Set Forth as One of the Definitions in Section 9 of the Warrant Shall Read, in Its Entirety, as Follows

from 8-K 1 page This Document Is an Amendment to a Warrant And, Except if Tendered With the Warrant Amended Hereby, Does Not Constitute a Separate Right for the Issuance of Any Security. W-W2 - Amendment 1 1,615,385 Warrant Shares This Warrant Amendment and Any Securities Acquired Upon the Exercise of the Warrant Hereby Amended Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Act”), or the Securities Laws of Any State of the United States or Foreign Jurisdiction. Neither This Amendment, Nor the Warrant Hereby Amended, Nor Any Interest Therein May Be Transferred Except Pursuant to an Effective Registration Statement Under Such Act and Applicable State and Foreign Securities Laws or Pursuant to an Applicable Exemption From the Registration Requirements of Such Act and Such Laws. First Amendment to Eos International, Inc. Amended and Restated Common Stock Purchase Warrant Whereas Eos International, Inc., a Delaware Corporation (The “Company”), Has Granted to DL Holdings I, LLC, a Delaware Limited Liability Company (The “Warrantholder”), the Right to Subscribe for and Purchase From the Company Certain Securities Pursuant to That Certain Amended and Restated Common Stock Purchase Warrant, Dated January 14, 2003 (The “Warrant”), and Whereas, the Company and the Warrantholder Have Agreed That the Warrant Shall Be Amended to Permit the Company to Issue Securities Under a Particular Plan, and Whereas the Company and the Warrantholder Do Execute This First Amendment to the Warrant to Memorialize the First Amendment to the Warrant, Now Therefore the Warrantholder Agrees With the Company: 1. the Definition of “Excluded Transaction” as Set Forth as One of the Definitions in Section 9 of the Warrant Shall Read, in Its Entirety, as Follows

from 8-K ~5 pages This Engagement Agreement (This “Agreement”) Confirms and Sets Forth the Terms and Conditions of the Engagement Between Woodclyffe Group, L.L.C., a Connecticut Limited Liability Company (“Woodclyffe”), and Eos International, Inc., a Delaware Corporation (Together With Its Divisions, Subsidiaries, and Affiliates, the “Company”), Including the Scope of the Services to Be Provided and the Basis of Fees for Those Services. Upon Execution by Each of the Parties Below, This Agreement Will Constitute an Agreement Between the Company and Woodclyffe. 1. Description of Services

from 8-K ~20 pages (A) the Conviction of Executive for a Felony Under Federal Law or a Felony Under the Law of the State of Connecticut or an Equivalent Violation Under the Law of Any Other Jurisdiction Within the United States, or the Willful Commission by Executive of a Criminal Act or Other Act Not in the Course of the Conduct by Executive of the Duties That in the Reasonable Judgment of the Board Causes or Will Likely Cause Substantial Economic Damage to the Company or Substantial Injury to the Business Reputation of the Company;

from 10-K ~10 pages Employment Agreement - Jack B. Hood

from 10-K ~10 pages Employment Agreement - James M. Cascino

from 8-K ~50 pages Form of Subscription Agreement This Subscription Agreement (This “Agreement”) Is Entered Into as of the Date Set Forth on the Signature Page Hereof by and Between Eos International, Inc., a Delaware Corporation (Together With Its Successors and Permitted Assigns, the “Issuer”), and the Undersigned Investor (Together With Its Successors and Permitted Assigns, the “Investor”). Capitalized Terms Used but Not Otherwise Defined Herein Shall Have the Meanings Set Forth in Section 9.1. Recitals Subject to the Terms and Conditions of This Agreement, the Investor Desires to Subscribe for and Purchase, and the Issuer Desires to Issue and Sell to the Investor, Certain Shares of the Issuer’s Common Stock, Par Value $0.01 Per Share (The “Common Stock”). the Issuer Is Offering an Aggregate of 15,000,000 Shares of Common Stock in a Private Placement to the Investor and Other Investors at a Purchase Price of $0.50 Per Share and on the Other Terms and Conditions Contained in This Agreement (The “Offering”), Provided That the Issuer Reserves the Right to Sell a Lesser Number of Shares. Terms of Agreement in Consideration of the Mutual Representations and Warranties, Covenants and Agreements Contained Herein, the Parties Hereto Agree as Follows: Article 1 Subscription and Issuance of Common Stock 1.1 Subscription and Issuance of Common Stock

from 8-K 1 page January 14, 2003 Weichert Enterprise LLC 1625 State Route 10 Morris Plains, New Jersey 07950 Attn: Gerald C. Crotty, President DL Holdings I, LLC C/O Reservoir Capital 650 Madison Avenue New York, New York 10022 Attn: Marc A. Schwartz, Vice President Re: Eos International, Inc./Weichert Enterprise LLC/ DL Holdings I, LLC

from 8-K ~10 pages Eos International, Inc. Amended and Restated Common Stock Purchase Warrant

from 8-K ~10 pages Eos International, Inc. Amended and Restated Common Stock Purchase Warrant

from 8-K ~20 pages Amended and Restated Registration Rights Agreement Among Eos International, Inc. (Formerly Dreamlife, Inc.) DL Holdings I, LLC and Weichert Enterprise LLC Dated: As of January 14, 2003 Amended and Restated Registration Rights Agreement

from 8-K ~10 pages Agreement

from 8-K 1 page Agreement

from 8-K ~1 page Amended and Restated Promissory Note