Eos International Inc Watch

from S-1 4 pages Amendment No. 7 to Revolving Credit and Security Agreement

from S-1 5 pages Amendment No. 6 to Revolving Credit and Security Agreement

from S-1 8 pages Amendment No. 5 to Revolving Credit, Term Loan and Security Agreement

from S-1 7 pages Amendment No. 3 to Revolving Credit, Term Loan and Security Agreement

from S-1 5 pages Amendment No. 3 to Revolving Credit, Term Loan and Security Agreement

from S-1 5 pages Amendment No. 2 to Revolving Credit, Term Loan and Security Agreement

from S-1 6 pages Amendment No. 1 to Revolving Credit, Term Loan and Security Agreement

from S-1 76 pages Revolving Credit, Term Loan and Security Agreement PNC Bank, National Association (As a Lender and as Agent) With Institutional Financing Services, Inc. (Borrower) Dated as of October 15, 1997

from S-1 5 pages Waiver and Amendment No. 6 to Revolving Credit and Security Agreement

from S-1 3 pages Amendment No. 5 to Revolving Credit and Security Agreement

from 10-K ~5 pages Amendment #4 to Revolving Credit and Security Agreement , Dtd March 17,2003

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of December 31, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and DL Holdings I, L.L.C. a Delaware Limited Liability Company (“DL”). Recitals A. Reference Is Made to the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Note”) and the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert Enterprises, LLC (The “Weichert Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Warrant”). C. Eos and DL Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and DL Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of December 31, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and Weichert Enterprises, LLC, a Delaware Limited Liability Company (“Weichert”). Recitals A. Reference Is Made to the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Note”) and the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL Holdings I, L.L.C. (The “DL Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Warrant”). C. Eos and Weichert Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and Weichert Hereby Agree as Follows: 1. the Note Amendments

from 8-K ~20 pages Security Agreement This Security Agreement (This “Agreement”) Is Made as of This 27th Day of December, 2002 by and Between Discovery Toys, Inc. (The “Borrower”), a California Corporation, With an Address at 6400 Brisa Street, Livermore, Ca 94550 and Avon Products, Inc. (The “Creditor”), a New York Corporation, With an Address at 1345 Avenue of the Americas, New York, Ny 10105. Under the Terms Hereof, the Creditor Desires to Obtain and the Borrower Desires to Grant the Creditor Security for All of the Obligations (As Hereinafter Defined). Now, Therefore, the Borrower and the Creditor, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Definitions. “Bank Control Agreement” Shall Have the Meaning Set Forth in Section 8(d) Herein. “Chattel Paper” Shall Have the Meaning Set Forth in the Ucc. “Collateral” Shall Mean and Include All of the Following Assets, Properties, Rights and Interests of Borrower, Including, Without Limitation, All Such Items Referenced in the Perfection Certificate, but Excluding Any Equipment Covered by a Certificate of Title Whether Now Owned and Existing or Hereafter Arising, Acquired or Created, and Wherever Located: (I) All Receivables; (II) All Equipment; (III) All General Intangibles; (IV) All Inventory; (V) All Investment Property; (VI) All Subsidiary Stock;

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of November 27, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and DL Holdings I, L.L.C. a Delaware Limited Liability Company (“DL”). Recitals A. Reference Is Made to the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Note”) and the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert Enterprises, LLC (The “Weichert Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Warrant”). C. Eos and DL Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and DL Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of November 27, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and Weichert Enterprises, LLC, a Delaware Limited Liability Company (“Weichert”). Recitals A. Reference Is Made to the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Note”) and the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL Holdings I, L.L.C. (The “DL Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Warrant”). C. Eos and Weichert Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and Weichert Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of October 31, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and DL Holdings I, L.L.C. a Delaware Limited Liability Company (“DL”). Recitals A. Reference Is Made to the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Note”) and the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert Enterprises, LLC (The “Weichert Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Warrant”). C. Eos and DL Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and DL Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of October 31, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and Weichert Enterprises, LLC, a Delaware Limited Liability Company (“Weichert”). Recitals A. Reference Is Made to the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Note”) and the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL Holdings I, L.L.C. (The “DL Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Warrant”). C. Eos and Weichert Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and Weichert Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of September 30, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and DL Holdings I, L.L.C. a Delaware Limited Liability Company (“DL”). Recitals A. Reference Is Made to the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Note”) and the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert Enterprises, LLC (The “Weichert Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to DL (The “Warrant”). C. Eos and DL Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and DL Hereby Agree as Follows: 1. the Note Amendments

from 8-K 1 page Agreement This Agreement (This “Agreement”) Is Made as of September 30, 2002, by and Between Eos International, Inc., a Delaware Corporation (Formerly Dreamlife, Inc.) (“Eos”) and Weichert Enterprises, LLC, a Delaware Limited Liability Company (“Weichert”). Recitals A. Reference Is Made to the Secured $3,000,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Note”) and the Secured $3,500,000 Bridge Loan Promissory Note Dated as of December 14, 2001, as Amended, Issued by Eos to DL Holdings I, L.L.C. (The “DL Note”). B. Reference Is Made to the Warrant to Purchase Common Stock of Eos Dated as of December 14, 2001, as Amended, Issued by Eos to Weichert (The “Warrant”). C. Eos and Weichert Desire to Further Amend the Note and the Warrant on the Terms Set Forth Herein. Eos and Weichert Hereby Agree as Follows: 1. the Note Amendments