OPTICARE HEALTH SYSTEMS INC
REGISTRATION RIGHTS AGREEMENT DATED JANUARY 25, 2002
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>15
<FILENAME>file014.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT DATED JANUARY 25, 2002
<TEXT>

<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of January 25, 2002, by and among OptiCare Health Systems,
Inc., a Delaware corporation (the "Company"), Palisade Concentrated Equity
Partnership, L.P., a Delaware limited partnership ("Palisade") and the other
Holders executing this Agreement.


                                    RECITALS

     A. The Company desires to grant to the Holders (as defined below) certain
registration rights with respect to the common stock, $.001 par value, of the
Company (the "Common Stock").

     B. The parties hereto desire to set forth the terms and conditions of the
Company's covenants and agreements in respect of the registration of the
Registerable Securities (as defined herein) with the Securities and Exchange
Commission and all applicable state securities agencies.

     C. In consideration of the premises and the mutual agreements contained
herein, the parties hereby agree as follows:


                                    AGREEMENT

1.   Definitions

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

          Advice: See the last paragraph of Section 5 hereof.

          Agents: Any Person authorized to act and who acts on behalf of any
     Holder with respect to the transactions contemplated by the Agreement.

          CapitalSource: CapitalSource Finance, LLC, a Delaware limited
     liability company.

          Company Notice: See Section 4(a) hereof.

          Demand Registration: See Section 3(a) hereof.

          Dr. Yimoyines: Dr. Dean J. Yimoyines, M.D.

          Exchange Act: The Securities Exchange Act of 1934, as amended, and the
     rules and regulations thereunder, as in effect from time to time.



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          Holder: Each of Palisade, Linda Yimoyines and CapitalSource or any of
     their permitted transferees.

          Linda Yimoyines: Linda Yimoyines.

          Person: An individual, partnership, corporation, trust or
     unincorporated organization, or a government or agency or political
     subdivision thereof.

          Piggyback Notice: See Section 4(a) hereof.

          Piggyback Registration Statement: See Section 4(a) hereof.

          Prospectus: The prospectus included in any Registration Statement, as
     amended or supplemented by any prospectus supplement with respect to the
     terms of the offering of any portion of the Registrable Securities covered
     by the Registration Statement and all other amendments and supplements to
     the Prospectus, including post-effective amendments and all material
     incorporated by reference in such Prospectus.

          Registrable Securities: (i) All shares of Common Stock held by the
     Holders, (ii) all shares of Common Stock issuable upon conversion of any
     Series B Preferred Stock held by the Holders, (iii) all shares of Common
     Stock issuable upon exercise of any Warrants held by the Holders, and (iv)
     any securities issued or issuable with respect to the shares of Common
     Stock described in clauses (i), (ii), or (iii) of this sentence by way of a
     stock dividend or stock split or in connection with a combination of
     shares, recapitalization, merger, consolidation or other reorganization,
     until such shares of Common Stock or other securities are not Restricted
     Securities as defined in Section 2(a).

          Registration Statement: Any registration statement of the Company
     which covers Registrable Securities pursuant to the provisions of this
     Agreement, including (i) the Prospectus, (ii) amendments and supplements to
     such Registration Statement, (iii) post-effective amendments, (iv) all
     exhibits and all material incorporated by reference in such Registration
     Statement, (v) any registration statement pursuant to a Demand Registration
     and (vi) any Piggyback Registration Statement.

          Restricted Securities: The Registrable Securities upon original
     issuance thereof, subject to the provisions of Section 2(a) hereof.

          Restructure Documents: The Restructure Agreement, as amended, dated as
     of December 17, 2001 by and among the Company, Palisade and Dr. Yimoyines
     and the Revolving Credit, Term Loan and Security Agreement, dated as of
     January ___, 2002, between the Company and CapitalSource.

          Securities Act: The Securities Act of 1933, as amended, and the rules
     and regulations thereunder, as in effect from time to time.

          SEC: The Securities and Exchange Commission.



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          Series B Preferred Stock: Series B 12.5% Voting Cumulative Convertible
     Participating Preferred Stock, par value $.001, of the Company.

          Underwritten Offering: The offering and sale of securities of the
     Company covered by any Registration Statement pursuant to a firm commitment
     underwriting to an underwriter at a fixed price for reoffering or pursuant
     to agency or best efforts arrangements with an underwriter.

          Warrants: Warrants issued to each of the Holders pursuant to the
     Restructure Documents.

Unless the context otherwise requires: (i) "or" is not exclusive; and (ii) words
in the singular include the plural and words in the plural include the singular.

2.   Securities Subject to this Agreement

     (a) Registrable Securities. The securities entitled to the benefits of this
Agreement are the Registrable Securities but, with respect to any particular
Registrable Security, only so long as such security continues to be a Restricted
Security. A Registrable Security ceases to be a Restricted Security when (i) it
has been effectively registered under the Securities Act and disposed of in
accordance with the Registration Statement covering it, (ii) it has been
distributed pursuant to Rules 144 or 144A (or any similar provisions then in
force) under the Securities Act or (iii) it has otherwise been transferred and a
new certificate or other evidence of ownership for it not bearing a legend
restricting transfer under the Securities Act and not subject to any stop
transfer order has been delivered by or on behalf of the Company and no other
restriction on transfer exists.

     (b) Holders of Registrable Securities. Each Holder shall be deemed to be a
holder of Registrable Securities whenever such Holder, owns or has or shares
voting control with respect to Registrable Securities or securities which are
convertible into or exercisable for Registrable Securities whether or not such
acquisition has actually been effected and disregarding any legal restrictions
upon the exercise of such right.

3.   Demand Registration

     (a) Requests for Registration. At any time after 6 months of the date of
this Agreement, Palisade may make a written request for registration with the
SEC under and in accordance with the provisions of the Securities Act of all or
part of its Registrable Securities (a "Demand Registration"). All requests made
pursuant to this Section 3(a) shall specify the number of Registrable Securities
to be registered and the intended methods of disposition thereof. All such
requests shall be delivered to the Company and the other Holders in accordance
with the provisions of Section 9(d) of this Agreement.

     (b) Number of, and Limitations on, Demand Registrations. Palisade will be
entitled to request three Demand Registrations hereunder. The Company will not
be obligated to register any Registrable Securities pursuant to such a Demand
Registration if a prior Demand Registration was declared effective within a
period commencing 12 months prior to the date of the written request for such
Demand Registration and such prior Demand Registration was


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maintained effective for a period of not less than 180 days, or such shorter
period during which all Registrable Securities covered by such prior Demand
Registration were sold or withdrawn.

     (c) Selection of Underwriters. If Palisade advises the Company that any of
the Registrable Securities covered by a Demand Registration are to be sold in an
Underwritten Offering, or in a best efforts Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by Palisade and consented to by the
Company, which consent shall not be unreasonably withheld.

4.   Piggyback Registration Rights

     (a) Requests for Piggyback Registration. The Company covenants and agrees
with each Holder that in the event the Company proposes to file at any time and
from time to time after the date of this Agreement (including a filing as a
result of a Demand Registration pursuant to Section 3(a)) a registration
statement on any form for the general registration of securities under the
Securities Act with respect to the offering (other than in connection with an
offering solely to the Company's employees pursuant to a registration statement
on Form S-8 under the Securities Act or an offering pursuant to a registration
statement on Form S-4 under the Securities Act, or any successor forms thereto)
of any Common Stock of the Company (a "Piggyback Registration Statement"), then
the Company shall in each such case give written notice (a "Company Notice") of
such proposed filing to each Holder (other than any Holder initiating a Demand
Registration pursuant to Section 3) so that the Company Notice is received by
each Holder at least twenty (20) calendar days before the anticipated filing
date, and such notice shall offer to each such Holder the opportunity to include
in such Piggyback Registration Statement such number of Registrable Securities
as such Holder may request. Notwithstanding the foregoing, the Company shall not
be obligated to register the Registrable Securities of any Holder (i) unless
there shall have been received by the Company, within ten (10) calendar days of
receipt of the Company Notice by such Holder, written notice (a "Piggyback
Notice") from such Holder, which notice shall set forth the number of
Registrable Securities to be so included, or (ii) if the Company shall, within
ten (10) calendar days after receipt of a Piggyback Notice, have delivered to
any Holder whose Registrable Securities shall have been the subject of a
Piggyback Notice an opinion of counsel reasonably satisfactory to said Holder to
the effect that the proposed transfer can be made without registration in
accordance with Rule 144 under the Securities Act or any other exemption from
the registration provisions thereof (other than Rule 144A).

     The Company shall use its reasonable best efforts to cause the underwriter
of a proposed offering, if any, to permit the Holders holding Registrable
Securities requested to be included in the Piggyback Registration Statement to
include such Registrable Securities in the proposed offering on terms and
conditions at least as favorable to the Holders holding such Registrable
Securities as those offered with respect to the other securities of the Company
included therein. Notwithstanding the foregoing, if any underwriter shall advise
the Company in writing that, in its opinion, the total amount of Registrable
Securities requested to be included in such Registration Statement is so large
as to materially adversely affect the distribution of such securities, then the
Company shall include in such registration, to the extent of the total number of
Registrable Securities which the Company is so advised can be sold in (or during
the time of) such offering without having such adverse effect, first, all
Registerable Securities requested by


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Palisade to be registered for its account, second, all Registerable Securities
requested to be registered by other Holders, pro rata among such other Holders,
third, all shares of Common Stock proposed to be registered for the account of
the Company, and fourth, any shares of Common Stock proposed to be registered
for the account of other stockholders of the Company.

5.   Registration Procedures

     Whenever a Holder has requested that any Registrable Securities be
registered pursuant to this Agreement, the Company will promptly take all such
actions as may be necessary or desirable to permit the sale of such Registrable
Securities in accordance with the intended method or methods of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:

     (a) with respect to a request to file a Registration Statement covering
Registrable Securities made pursuant to Section 3 hereof, use its best efforts
to prepare and file with the SEC, not later than 90 days after receipt of such
request (which 90-day period may be extended by the Company for up to an
additional 90 days if at the time of such request the Company is engaged in
negotiations looking toward its participation in a material merger, acquisition
or other form of business combination or, if by reason of such transaction, the
Company is not in a position to timely prepare and file the Registration
Statement) a Registration Statement on a form for which the Company then
qualifies which is satisfactory to the Company and the Holders (unless the
offering is made on an underwritten basis, including on a best efforts
underwriting basis, in which event the managing underwriter or underwriters
shall determine the form to be used) and which form shall be available for the
sale of the Registrable Securities in accordance with the intended method or
methods of distribution thereof, and use its best efforts to cause such
Registration Statement to become effective; the Company shall not file any
Registration Statement pursuant to Section 3 hereof or any amendment thereto or
any Prospectus or any supplement thereto (including such documents incorporated
by reference) to which the Holders or the underwriters, if any, shall reasonably
object in light of the requirements of the Securities Act or any other
applicable laws or regulations;

     (b) before filing a Registration Statement or Prospectus or any amendments
or supplements thereto (excluding documents to be incorporated by reference
therein, except in the case of the preparation of the initial Registration
Statement), the Company will within five days of filing, furnish to the Holders
and the underwriters, if any, copies of all such documents in substantially the
form proposed to be filed (including documents incorporated therein by
reference), to enable the Holders and the underwriters, if any, to review such
documents prior to the filing thereof, and the Company shall make such
reasonable changes thereto (including changes to, or the filing of amendments
reflecting such changes to, documents incorporated by reference) as may be
reasonably requested by the Holders and the managing underwriter or
underwriters, if any;

     (c) subject to the five-day review period required by paragraph (b) above,
prepare and file with the SEC such amendments and post-effective amendments to
the Registration Statement as may be necessary to keep the Registration
Statement continuously effective for a period of not less than 180 days or such
longer period as is required for the intended method of distribution, or such
shorter period which will terminate when all Registrable Securities covered



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by such Registration Statement have been sold or withdrawn; cause the Prospectus
to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended methods of disposition by the Holders thereof
set forth in such Registration Statement or supplement to the Prospectus;

     (d) notify the Holders and the managing underwriters, if any, promptly, and
(if requested by any such Person) confirm such advice in writing, (1) when the
Prospectus or any Prospectus supplement or post-effective amendment has been
filed, and, with respect to the Registration Statement or any post-effective
amendment, when the same has become effective, (2) of any request by the SEC for
amendments or supplements to the Registration Statement or the Prospectus or for
additional information, (3) of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, (4) if at any time the representations and
warranties of the Company contemplated by paragraph (o) below cease to be true
and correct, (5) of the receipt by the Company of any notification with respect
to the suspension of the qualification of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (6) of the happening of any event which makes any statement made in
the Registration Statement, the Prospectus or any document incorporated therein
by reference untrue or which requires the making of any changes in the
Registration Statement, the Prospectus or any document incorporated therein by
reference in order to make the statements therein not misleading;

     (e) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the Registration Statement at the earliest
possible moment;

     (f) as promptly as practicable after filing with the SEC of any document
which is incorporated by reference into the Registration Statement or the
Prospectus (after initial filing of the Registration Statement) provide copies
of such document to counsel to the Holders and to the managing underwriters;

     (g) furnish to the Holders and each managing underwriter, without charge,
at least one signed copy of the Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those incorporated
by reference) and a reasonable number of conformed copies of all such documents;

     (h) deliver to the Holders and the underwriters, if any, as many copies of
the Prospectus (including each preliminary prospectus) and any amendment or
supplement thereto as such Persons may reasonably request; the Company consents
to the use of the Prospectus or any amendment or supplement thereto by the
Holders and the underwriters, if any, in connection with the offering and sale
of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

     (i) prior to the date on which the Registration Statement is declared
effective, use its best efforts to register or qualify or cooperate with the
Holders and the underwriters, if any, and


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their respective counsel in connection with the registration or qualification of
such Registrable Securities for offer and sale under the securities or blue sky
laws of such jurisdictions as any seller or underwriter reasonably requests in
writing and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Registrable Securities covered by
the Registration Statement; provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;

     (j) cooperate with the Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends; and
enable such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two business days
prior to any sale of Registrable Securities to the underwriters;

     (k) use its best efforts to cause the Registrable Securities covered by the
Registration Statement to be registered with or approved by such other
governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriters, if any,
to consummate the disposition of such Registrable Securities;

     (l) upon the occurrence of any event contemplated by paragraph (d)(6)
above, prepare a supplement or post-effective amendment to the Registration
Statement or the Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading;

     (m) use its best efforts to cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange on which similar
securities issued by the Company are then listed if requested by the Holders or
the managing underwriters, if any;

     (n) provide a transfer agent and registrar for all Registrable Securities;

     (o) enter into such agreements (including an underwriting agreement) and
take all such other actions in connection therewith as the Holders or the
managing underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities and in such
connection, whether or not an underwriting agreement is entered into and whether
or not the registration is an underwritten registration (1) make such
representations and warranties to the Holders and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to underwriters in
primary underwritten offerings and confirm the accuracy of the same if and when
requested, and matters relating to the compliance of the Registration Statement
and the Prospectus with the Securities Act; (2) obtain opinions of counsel to
the Company and updates thereof (which counsel and opinions (in form, scope and
substance) shall be reasonably satisfactory to the managing underwriters)
addressed to the Holders and the underwriters, if any, covering the matters
customary in underwritten primary offerings and such other matters as may be
reasonably requested by the Holders and underwriters, if any; (3) obtain "cold
comfort" letters and updates thereof from the Company's independent certified
public accountants addressed to


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the Holders and the underwriters, if any, such letters to be in customary form
and covering matters of the type customarily covered in "cold comfort" letters
by underwriters in connection with primary underwritten offerings; (4) if an
underwriting agreement is entered into, the same shall set forth in full the
indemnification provisions and procedures of Section 7 hereof with respect to
all parties to be indemnified pursuant to Section 7; and (5) the Company shall
deliver such documents and certificates as may be requested by the Holders and
the managing underwriters, if any, to evidence compliance with clause (1) above
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Company. The above shall be done at each
closing under such underwriting or similar agreement or as and to the extent
required thereunder;

     (p) make available for inspection during normal business hours by the
Holders, any underwriter participating in any disposition pursuant to such
registration statement, and any attorney, accountant or other agent retained by
any such seller or underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably requested
by any such seller, underwriter, attorney, accountant or agent in connection
with such registration statement; provided, that any records, information or
documents that are designated by the Company in writing as confidential shall be
kept confidential by such Persons;

     (q) otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make generally available to its security holders,
earnings statements satisfying the provisions of Section 11(a) of the Securities
Act, no later than 45 days after the end of any 12-month period (1) commencing
at the end of any fiscal quarter in which Registrable Securities are sold to
underwriters in a firm or best efforts underwriting offering, and (2) beginning
with the first month of the Company's first fiscal quarter commencing after the
effective date of the Registration Statement, which statements shall cover said
12-month periods.

     The Company may require the Holders to furnish to the Company such
information and documents regarding the distribution of such securities and the
seller as the Company may from time to time reasonably request in writing.

     The Holders each agree by acquisition of such Registrable Securities that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 5(d)(6) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities until such Holder's receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 5(l) hereof,
or until it is advised in writing (the "Advice") by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by the Company, each Holder will, or will request the
underwriters to, deliver to the Company (at the Company's expense) all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Securities current at the time of receipt
of such notice. If the Company shall give such notice, the time periods
mentioned in Section 5(c) hereof shall be extended by the number of days during
the period from and including the date of the giving of such notice pursuant to
Section 5(d)(6) to and including the date when the Holders shall have received
the copies of the supplemented or amended prospectus contemplated by Section
5(l) hereof or the Advice.

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6.   Registration Expenses; Additional Obligations of the Company.

     In connection with the registration of Registrable Securities in accordance
with Sections 3(a) and 4(a) above, the Company agrees to pay all expenses in
connection with the registration of the Registrable Securities under the
Securities Act; provided, however, that (i) each Holder will pay all
underwriting commissions and transfer taxes attributable to the securities to be
sold by such Holder and (ii) the Company will be responsible for the reasonable
legal fees and expenses of a single counsel to all the Holders, such counsel to
be selected by Palisade.

7.   Indemnification

     (a) Indemnification by Company. The Company will indemnify and hold
harmless, to the full extent permitted by law, each Holder, its officers and
directors, their Agents and each Person who controls each such Holder (within
the meaning of the Securities Act) against all losses, claims, damages,
liabilities (or actions in respect thereto) and expenses to which any such
Person may be subject, under the Securities Act or otherwise, and reimburse all
such Persons for any legal or other expenses incurred with investigating or
defending against any such losses, claims, damages or liabilities, insofar as
such losses, claims, damages or liabilities arise out of or are based upon any
untrue or alleged untrue statement of a material fact contained in a
Registration Statement, Prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
the same arise out of or are based upon an untrue statement of a material fact
or omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, which statement or omission is made
therein in reliance upon and in conformity with information furnished in writing
to the Company by such Holder, expressly for use therein. The Company will also
indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act) to the same extent as provided above with respect to the
indemnification of each Holder of Registrable Securities.

     (b) Indemnification by Holders. Each Holder will, severally and not
jointly, indemnify and hold harmless, to the full extent permitted by law, the
Company, its directors and officers and each Person who controls the Company
(within the meaning of the Securities Act) against any losses, claims, damages,
liabilities (or actions in respect thereto) and expenses to which any such
Person may be subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities arise out of or are based upon any untrue
or alleged untrue statement of a material fact contained in a Registration
Statement or Prospectus or preliminary prospectus or any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, to the extent, but only if and to the
extent, that such untrue or alleged untrue statement or omission or alleged
omission is made therein in reliance upon and in conformity with the information
furnished in writing by such Holder specifically for inclusion therein. In no
event shall the liability of a Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. The
Company shall be entitled to receive indemnities from underwriters, selling
brokers, dealer managers and similar


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securities industry professionals participating in the distribution, to the same
extent as provided above with respect to information so furnished in writing by
such Persons.

     (c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) unless in
such indemnified party's reasonable judgment a conflict of interest may exist
between such indemnified and indemnifying parties with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party and in that case the
indemnified party shall have the right to participate in the conduct of such
defense provided that it will pay for the fees of its own counsel. Whether or
not such defense is assumed by the indemnifying party, the indemnifying party
will not be subject to any liability for any settlement made without its consent
(but such consent will not be unreasonably withheld). No indemnifying party will
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving of the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
claim or litigation. An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim will not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the fees
and expenses of such additional counsel or counsels.

8.   Miscellaneous

     (a) Remedies. Without limiting the rights of the Holders to pursue all
other legal and equitable remedies available for any breach of the provisions of
this Agreement, including recovery of damages, each will be entitled to specific
performance of their rights under this Agreement. The Company expressly agrees
that monetary damages would not be adequate compensation for any loss incurred
by the Holders by reason of a breach by it of the provisions of this Agreement
and that the Holders would sustain irreparable harm, and therefore further
agrees that they shall be entitled to specific performance to prevent any such
breach or any continuing breach hereof and to waive the defense in any action
for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities which
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.

     (c) Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing (including telecopier or
similar writing) and shall be deemed to have been given at the time when mailed
in any general or branch office of the United States Postal Service, enclosed in
a registered or certified postpaid envelope, or sent by Federal Express or other
similar overnight courier service, addressed to the address of the parties
stated below or to such changed address as such party may have fixed by notice
or, if given by telecopier, when such telecopy is transmitted and the
appropriate answerback is received.


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          (i)  If to the Company:

               OptiCare Health Systems, Inc.
               87 Grandview Avenue
               Waterbury, Connecticut  06708
                        Attention:

          (ii) If to a Holder to the address the Company has on record for such
               Holder.


     (d) Successors and Assigns. This Agreement is solely for the benefit of the
parties and their respective successors and assigns. Nothing herein shall be
construed to provide any rights to any other entity or individual.

     (e) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same document.

     (f) Headings. Section headings are for convenience only and do not control
or affect the meaning or interpretation of any terms or provisions of this
Agreement.

     (g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York governing contracts to be made
and performed therein without giving effect to principles of conflicts of law,
and, with respect to any dispute arising out of this Agreement, each party
hereby consents to the exclusive jurisdiction of the courts sitting in such
State.

     (h) Severability. Should any part, term, condition or provision hereof or
the application thereof be declared illegal, invalid or otherwise unenforceable
or in conflict with any other law by a court of competent jurisdiction, the
validity of the remaining parts, terms, conditions or provisions of this
Agreement shall not be affected thereby, and the illegal, invalid or
unenforceable portions of this Agreement shall be and hereby are redrafted to
conform with applicable law, while leaving the remaining portions of this
Agreement intact, except to the extent necessary to conform to the redrafted
portions hereof.

     (i) Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties and supersedes all proposals, commitments,
writings, negotiations, discussions, agreements and understandings, oral or
written, of every kind and nature between them concerning the subject matter
hereof. This Agreement may not be amended or otherwise modified except in a
writing signed by both parties hereto. No discharge of the terms hereof shall be
deemed valid unless by full performance by the parties or by a writing signed by
the parties. A waiver by any party of any breach or violation of any this
Agreement shall not be deemed or construed as a waiver of any other breach or
violation hereof.

     (j) Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful


                                       11
<PAGE>

party shall be entitled to recover reasonable attorneys' fees in addition to any
other available remedy.

     (k) Basic Limitations. Notwithstanding the provisions of this Agreement,
the Company shall not be obligated to maintain the effectiveness of the
Registration Statement pursuant to this Agreement, and the Holders shall not be
entitled to sell Registrable Securities pursuant to the Registration Statement,
as applicable:

     (i)  if the Company is acquired and its Common Stock ceases to be publicly
          traded and in such acquisition of the Company, the Holders receive, in
          exchange for the Registrable Securities then held by them, cash and/or
          securities that may be traded without restriction on transfer imposed
          by the Securities Act, other than (A) the restrictions on transfer
          under paragraph (g) of Rule 144 promulgated under the Securities Act,
          as such Rule is in effect on the Effective Date of this Agreement or
          (B) the restrictions on transfer under paragraph (d)(3) of Rule 145
          promulgated under the Securities Act, as such Rule is in effect on the
          date hereof; or

     (ii) in any particular jurisdiction in which the Company would be required
          to qualify to do business or to execute a general consent to service
          of process in effecting such registration, qualification or
          compliance, unless the Company is already subject to service of
          process in such jurisdiction.

     (l) Black-Out Rights. Notwithstanding the provisions of this Agreement
above, if the Company shall furnish to the Holders a certificate signed by the
Chief Financial Officer or any other executive officer of the Company stating
that, in the good faith judgment of the Board of Directors of the Company, as
evidenced by a resolution of the Board of Directors, it would be detrimental to
the Company to any significant degree for a sale of Registrable Securities
pursuant to the Registration Statement to take place at such time (a "Blackout
Certificate"), due to the existence of a material development or potential
material development involving the Company which the Company would be obligated
to disclose in the prospectus supplement to the Registration Statement, which
disclosure could reasonably be expected to have a material adverse effect on the
Company or a party with whom the Company is then in negotiations or
discussions), then, for a period of up to thirty (30) calendar days (a "Blackout
Period") after the Company gives such Blackout Certificate to the Holders (with
the exact length of such Blackout Period to be determined by the Company in its
sole discretion so long as such Blackout Period does not exceed thirty (30)
calendar days): (i) the Company shall have the right to defer, delay and
postpone any sale of Registrable Securities under the Registration Statement and
the preparation and filing of any supplement or amendment to the registration
statement (including without limitation the filing of any 1934 Act report to be
incorporated by reference into such registration statement) for a Registration
Statement that the Company might otherwise be required to prepare, file and/or
cause to become effective under this Agreement; and (ii) the Holders shall not
be entitled to sell any Registrable Securities pursuant to the Registration
Statement. Notwithstanding the foregoing, the Company shall not exercise its
rights to defer, delay or postpone the sale of Registerable Securities pursuant
to this Section 8(l) more than once in any eighteen (18) month period.

                                       12
<PAGE>

     (m) Furnish Information. It shall be a condition precedent to the
obligations of the Company to maintain the effectiveness of the Registration
Statement or to prepare and file any amendment or supplement to the Registration
Statement or the prospectus contained therein, that the selling Holders will
furnish to the Company, upon the Company's request, such information regarding
themselves, the Registrable Securities held by them, and the intended method of
disposition of such Registrable Securities as shall be reasonably required to
timely effect the registration of their Registrable Securities.

     (n) Delay of Registration. No Holder will have any right to obtain or seek
an injunction restraining or otherwise delaying any registration effected
pursuant to this Agreement as the result of any controversy that might arise
with respect to the interpretation or implementation of this Agreement.

     (o) Duration and Termination of The Company's Obligations. The Company will
have no obligations pursuant to this Agreement or other request or requests for
registration (or inclusion in a registration) made by any Holder or to maintain
or continue to keep effective any registration or registration statement
pursuant hereto: (a) if legal counsel to the Company shall deliver a written
opinion to the Company, its transfer agent and the Holders, in form and
substance reasonably acceptable to the Company and the Holders, to the effect
(concurred to by counsel to the Holders (if the Holders have requested their
counsel to review such opinion), such concurrence not to be unreasonably
withheld or delayed) that all the Registrable Securities then held by all
Holders may be immediately resold by the Holders without registration under the
Securities Act pursuant to the provisions of Rule 144(k) promulgated under the
Securities Act, or otherwise; (b) if the Company or its legal counsel shall have
received a "no-action" letter from the SEC to the effect (concurred with by
counsel to the Holders (if the Holders have requested their counsel to review
such "no-action" letter), such concurrence not to be unreasonably withheld or
delayed) that all the Registrable Securities then outstanding may be resold by
the Holders without registration under the Securities Act pursuant to the
provisions of Rule 144(k) promulgated under the Securities Act or otherwise,
and/or that the SEC would take no enforcement action against such Holder for so
effectuating such sales; or (c) if all Registrable Securities originally held by
such Holder on the date of this Agreement have been registered and sold pursuant
to registrations effected pursuant to this Agreement.



                                       13
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.


                                THE COMPANY:

                                OPTICARE HEALTH SYSTEMS, INC.


                                By:____________________________
                                      Name:
                                      Title:


                                THE HOLDERS:

                                PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.


                                By:____________________________
                                      Name:
                                      Title:


                                CAPITALSOURCE FINANCE, LLC


                                By:____________________________
                                      Name:
                                      Title:




                                -------------------------------
                                Linda Yimoyines


                                       14


</TEXT>
</DOCUMENT>
