0000950117-05-001226 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2005 • Eye Care International Inc • Services-business services, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2005 (this "Agreement"), is made by and between EYE CARE INTERNATIONAL, INC., a Delaware corporation, with headquarters located at 1511 North Westshore Boulevard, Suite 925 (the “Company”), and each entity named on the signature page hereto as “Investors” (each, an “Investor”).

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SECURITIES PURCHASE AGREEMENT (CONVERTIBLE DEBENTURES)
Securities Purchase Agreement • March 31st, 2005 • Eye Care International Inc • Services-business services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2005, is entered into by and among Eye Care International, Inc., a Delaware corporation (the “Company”), having its address at 1511 North Westshore Boulevard, Suite 925, Tampa, Florida 33607, and each entity named on the signature page hereto as a buyer and the permitted assigns of such entity (each, a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer under this Agreement and the Transaction Documents (as defined below)).

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