Eyecity Com Inc Sample Contracts

Eyecity Com Inc – STOCK PURCHASE AGREEMENT (February 22nd, 2002)

STOCK PURCHASE AGREEMENT BETWEEN VISTA ACQUISITION LLC AND EYECITY.COM, INC. Janaury 1, 2002 STOCK PURCHASE AGREEMENT Agreement entered into as of January 1, 2002, by and between Vista Acquisition LLC, a Delaware limited liability company organized under the laws of Delaware ("Vista"), Mark H. Levin, an individual residing at 51 Cricket Club Drive, Roslyn, New York 11576Levin"), Ocular Insight Corp., a Florida corporation ("Ocular"), Paxton Ventures Corp., a New York Corporation ("Paxton") (Vista, Levin, Ocular and Paxton are referred to collectively as the "Sellers") and Eyecity.Com, Inc. a Delaware corporation ("EyeCity" or the "Buyer"). The Buyer and the Sellers are referred to collectively herein as the "Parties."

Eyecity Com Inc – RE: AMENDMENT NO. 2 to Consultant Agreement dated March 16, 1999 (April 2nd, 2001)

EXHIBIT 10.1(y) Eyecity.com, Inc., 79 Express Street, Plainview, NY 11803 Phone: 516-822-5000 Fax: 516-822-5520 As of April 1, 2000 James J. Armenakis 65 Bleecker Street New York, NY 10012 RE: AMENDMENT NO. 2 to Consultant Agreement dated March 16, 1999 Dear Jim: The Consultant Agreement dated March 16, 1999, ("Agreement") as amended on March 18, 1999 between James J. Armenakis ("Consultant") and Eyecity.com, Inc. ("Company") is hereby amended as follows: 1. Sections 1 and 2 are amended to read as follows: "1. Retention. The Company retains the Consultant as an advisor of the Company to provide on call consulting services at times mutually agreeable to Consultant and Company (the "Consulting Services") for the period (the "Consulting Period") commencing on April 1, 2000 and terminating on March 31, 2002. The Co

Eyecity Com Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)

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 f

Eyecity Com Inc – 2000 STOCK OPTION PLAN (April 2nd, 2001)

Exhibit 10.1(cc) 2000 STOCK OPTION PLAN of EYECITY.COM, INC. 1. PURPOSES OF THE PLAN. This stock option plan (the "Plan") is designed to provide an incentive to employees (including directors and officers who are employees) and to consultants who are not employees of Eyecity.com, Inc., a Delaware corporation (the "Company"), and its present and future subsidiary corporations, as defined in Paragraph 19 ("Subsidiaries"), and to offer an additional inducement in obtaining the services of such employees and consultants. The Plan provides for the grant of "incentive stock options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified stock options which do not qualify as ISOs ("NQSOs"), but the Company makes no representation or warranty, exp

Eyecity Com Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)

EXHIBIT 10.1(o) 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 H. Levin (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 fo

Eyecity Com Inc – MEMORANDUM OF UNDERSTANDING (April 2nd, 2001)

EXHIBIT 10.1(h) MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING, dated as of January 12, 2001 by and among DANIEL THRALOW ("Thralow") an individual having an address at 216 West 6th Street, Duluth, MN 55806, and EYECITY.COM, INC. ("EyeCity"), a Delaware corporation, having an address at 79 Express Street, Plainview, New York 11803. WHEREAS, Thralow and EyeCity are parties to a Memorandum of Understanding, dated as of May 23, 2000 (the "Memorandum Agreement"), and EyeCity, Peepers, Inc., Thralow and Peepers Sunglasses and Accessories, Inc. are parties to an Agreement and Plan of Merger, dated as of May 7, 1999 (the "Merger Agreement"); and WHEREAS, pursuant to the Merger Agreement, EyeCity, as Maker, has delivered to Thralow, as Holder, the Secured Promissory Note and Security Agreement, dated May 7, 1999, as amended (the "Note"), in the original principal amou

Eyecity Com Inc – MEMORANDUM OF UNDERSTANDING (April 2nd, 2001)

EXHIBIT 10.1(g) MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING, dated May 23, 2000, by and among DANIEL THRALOW ("Thralow"), an individual having an address at 216 West 6th Street, Duluth, Minnesota 55806, EYECITY.COM, INC. (formerly Ergovision, Inc.) ("EyeCity"), a Delaware corporation, having an address at 79 Express Street, Plainview, New York 11803, and PEEPERS INC., a Delaware corporation and wholly-owned subsidiary of EyeCity ("Peepers"). WHEREAS, Thralow and EyeCity are parties to an Employment Agreement, dated as of May 7, 1999 (the "Employment Agreement"), and EyeCity, Peepers, Thralow and Peepers Sunglasses and Accessories, Inc. are parties to an Agreement and Plan of Merger, dated as of May 7, 1999 (the "Merger Agreement"); WHEREAS, pursuant to the Merger Agreement, EyeCity, as Maker, has delivered to Thra

Eyecity Com Inc – AMENDMENT NO. 2 TO FINDERS AGREEMENT (April 2nd, 2001)

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

Eyecity Com Inc – ACT. THIS DEBENTURE SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF (August 10th, 2000)

No. ___ $__________ USD EYECITY.COM, INC. 10% Secured Convertible Debenture Due ______________, 2003 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ISSUED IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THIS DEBENTURE SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE DEBENTURE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS DEBENTURE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. THIS 10% CONVER

Eyecity Com Inc – COMMON STOCK PURCHASE WARRANT (August 10th, 2000)

NO: ____ COMMON STOCK PURCHASE WARRANT THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN ISSUED IN RELIANCE UPON REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THIS WARRANT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. COMMON STOCK PURCHASE WARRANT issued this _____ day of ________, 2000 by EYECITY.COM, INC., a Delaware corporation (the "Company"), in favor of ______________________________________ (the "Holder"). AGREEMENT: 1. Issuance of Warrant; Term. This Warrant is one of a series of Warrants being issued b

Eyecity Com Inc – PLACEMENT AGENT AGREEMENT (August 10th, 2000)

EYECITY.COM, INC. --------------------- PLACEMENT AGENT AGREEMENT Dated: August 1, 2000 Connecticut Capital Markets, LLC 2 Sound View Drive Suite 100 Greenwich, CT 06830 Ladies and Gentlemen: The undersigned, EyeCity.com, Inc. (the "Company"), proposes to issue and sell a minimum of ten (10) investment units and an aggregate maximum of one hundred fifty (150) investment units (individually, a "Unit") at a price of $100,000 per Unit (or any fractional portion of a Unit not less than $25,000 as you (the "Placement Agent") agree, in your sole discretion, to sell), each such Unit consisting of (i) $100,000 principal amount of a ten percent (10%) convertible secured debenture from the Company, maturing three (3) years from the Issuance Date (the "Debentures") and (ii) a five (5) year warrant (the "Warrant") to purchase an aggregate of 200,000 shares of common

Eyecity Com Inc – FINDERS AGREEMENT AMENDMENT (March 30th, 2000)

EXHIBIT 10.1(q) Eyecity.com, Inc., 79 Express Street, Plainview, NY 11803 Phone: 516-822-5000 Fax: 516-822-5520 December 29, 1999 James J. Armenakis 65 Bleecker Street New York, NY 10012 FINDERS AGREEMENT AMENDMENT Dear Jim: This will constitute and confirm our amendment to the Finders Agreement dated March 16, 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 Compensation, shall be amended to have the following sentence added thereto: Armenakis shall have the right to have the compensation due under this Finders Agreement payable in cash and Company stock options as follows: ten (10%) percent of the funds invested on an equity basis payable in