OPTICARE HEALTH SYSTEMS INC
FORM OF WARRANT
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<TYPE>EX-10.56
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>FORM OF WARRANT
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          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED. THESE
          SECURITIES MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF SUCH
         REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.


                          OPTICARE HEALTH SYSTEMS, INC.

               Warrant for the Purchase of Shares of Common Stock,
                            par value $.001 per Share


     THIS CERTIFIES that, for value received,                   (the "Holder"),
is entitled to subscribe for and purchase from OPTICARE HEALTH SYSTEMS, INC., a
Delaware corporation (the "Company"), upon the terms and conditions set forth
herein, at any time or from time to time after the date of this Warrant (the
"Issue Date") and before 5:00 P.M., New York time, on the fifth anniversary of
the Issue Date (the "Exercise Period"), 50,000 shares of the Company's Common
Stock, par value $.001 per share ("Common Stock"). The Warrant Shares (as
hereinafter defined) shall be issuable at a price of $     per share (the
"Exercise Price").

     As used herein the term "this Warrant" shall mean and include this Warrant
and any Warrants hereafter issued as a consequence of the exercise or transfer
of this Warrant in whole or in part; and the terms "Holder" or "Holders" as used
herein shall include any transferee to whom this Warrant or any portion hereof
has been transferred. The number of shares issuable upon exercise of this
Warrant (the "Warrant Shares") and the Exercise Price may be adjusted from time
to time as hereinafter set forth.

     1. Method of Exercise. This Warrant may be exercised during the Exercise
Period, as to the whole or any lesser number of whole Warrant Shares, by the
surrender of this Warrant (with the election at the end hereof duly executed) to
the Company at its office at 87 Grandview Avenue, Waterbury, Connecticut 06708
or at such other place as is designated in writing by the Company, together with
(a) a certified or bank cashier's check payable to the order of the Company in
an amount equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Warrant is being exercised, and/or (b) evidence of the Holder's
cancellation of indebtedness owed by the Company or any of its affiliates to the
Holder in an amount equal to the Exercise Price multiplied by the number of
Warrant Shares for which this Warrant is being exercised (in either case, the
"Stock Purchase Price").

     2. Issuance of Certificates. Upon each exercise of the Holder's rights to
purchase Warrant Shares, the Holder shall be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise, notwithstanding that the
transfer books of the Company shall then be closed or certificates representing
such Warrant Shares shall not then have been actually delivered to the Holder.
As soon as practicable after each such exercise of this Warrant, the Company
shall issue and deliver to the Holder a certificate or certificates for the
Warrant Shares issuable upon such exercise, registered in the name of the Holder
or its designee. If this Warrant should be exercised or converted in part only,
the Company shall, upon surrender of this Warrant


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for cancellation, execute and deliver a new warrant evidencing the right of the
Holder to purchase the balance of the Warrant Shares (or portions thereof)
subject to purchase hereunder.

     3. Recording of Transfer. Any Warrant issued upon the transfer or exercise
in part of this Warrant shall be numbered and shall be registered in a Warrant
Register as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person. This
Warrant shall be transferable only on the books of the Company upon delivery
thereof duly endorsed by the Holder or by such Holder's duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent. Notwithstanding the foregoing, the Company shall have no
obligation to cause Warrants to be transferred on its books to any person if, in
the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder.

     4. Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized and unissued Common Stock, solely for the
purpose of providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to this Warrant, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company covenants that
all shares of Common Stock issuable upon exercise of this Warrant, upon receipt
by the Company of the full Exercise Price therefor, shall be validly issued,
fully paid, non-assessable, and free of preemptive rights.

     5. Exercise Price Adjustments.

         (a) In case the Company shall at any time after the date hereof (i)
declare a dividend on the outstanding shares of Common Stock payable solely in
shares of its capital stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price, and the number and kind of securities issuable upon exercise
of this Warrant, in effect at the time of the record date for such dividend or
of the effective date of such subdivision, combination, or reclassification,
shall be proportionately adjusted so that the Holder after such time shall be
entitled to receive the aggregate number and kind of shares which, if such
Warrant had been exercised or converted immediately prior to such time, such
Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, subdivision, combination, or reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.

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         (b) In case the Company shall issue or fix a record date for the
issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the Exercise Price per share of Common Stock on such
record date, then, in each case, the Exercise Price shall be reduced to such
lower price. Such adjustment shall become effective at the close of business on
such record date. In case any subscription price may be paid in a consideration
part or all of which shall be in a form other than cash, the value of such
consideration shall be as determined in good faith by the board of directors of
the Company, whose determination shall be conclusive absent manifest error.

         (c) In case the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness or assets (other than cash dividends
or distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock, or securities
convertible into or exchangeable for shares of Common Stock (excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to Section 5(b) hereof), then, in each case, the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to the record date for the determination of stockholders entitled to
receive such distribution by a fraction, the numerator of which shall be the
Current Market Price per share of Common Stock on such record date, less the
fair market value (as determined in good faith by the board of directors of the
Company, whose determination shall be conclusive absent manifest error) of the
portion of the evidences of indebtedness or assets so to be distributed, or of
such rights, options, or warrants or convertible or exchangeable securities,
applicable to one share, and the denominator of which shall be such Current
Market Price per share of Common Stock. Such adjustment shall be made whenever
any such distribution is made, and shall become effective on the record date for
the determination of stockholders entitled to receive such distribution.

         (d) No adjustment in the Exercise Price shall be required if such
adjustment is less than $.01; provided, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or to the nearest one-thousandth of
a share, as the case may be.

         (e) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to any Holder, if such Holder exercised or converted this Warrant
after such record date, the shares of Common Stock, if any, issuable upon such
exercise over and above the shares of Common Stock, if any, issuable upon such
exercise on the basis of the Exercise Price in effect prior to such adjustment;
provided, however, that the Company shall deliver to such Holder a due bill or
other appropriate instrument evidencing such Holder's right to receive such
additional shares upon the occurrence of the event requiring such adjustment.

         (f) Upon each adjustment of the Exercise Price as a result of the

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calculations made in Sections 5(b) or 5(c) hereof, this Warrant shall thereafter
evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest thousandth) obtained by dividing (i) the
product obtained by multiplying the number of shares purchasable upon exercise
of this Warrant prior to adjustment of the number of shares by the Exercise
Price in effect prior to adjustment of the Exercise Price, by (ii) the Exercise
Price in effect after such adjustment of the Exercise Price.

         (g) Whenever there shall be an adjustment as provided in this Section
5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to each Holder, at such Holder's address as it
shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

         (h) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Current Market
Price of such share of Common Stock on the date of exercise of this Warrant.

     6. Consolidation and Mergers.

         (a) In case of any consolidation with or merger of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised or converted immediately prior to such
consolidation, merger, sale, lease, or conveyance, and (ii) make effective
provision in its certificate of incorporation or otherwise, if necessary, to
effect such agreement. Such agreement shall provide for adjustments which shall
be as nearly equivalent as practicable to the adjustments in Section 5.

         (b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value
or from no par value to a specified par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value,



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or from no par value to a specified par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised or
converted immediately prior to such reclassification, change, consolidation, or
merger. Thereafter, appropriate provision shall be made for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Section 5.

         (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

     7. Notices of Certain Events. In case at any time the Company shall
propose:


         (a) to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or

         (b) to effect any reclassification or change of outstanding shares of
Common Stock, or any consolidation, merger, sale, lease, or conveyance of
property, described in Section 6; or

         (c) to effect any liquidation, dissolution, or winding-up of the
Company; or

         (d) to take any other action which would cause an adjustment to the
Exercise Price; then, and in any one or more of such cases, the Company shall
give written notice thereof, by registered mail, postage prepaid, to each of the
Holders at the Holders' respective addresses as it shall appear in the Warrant
Register, mailed at least 15 days prior to (i) the date as of which the holders
of record of shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (ii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up is expected to become effective, and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange their shares for securities or other property, if
any, deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         8. Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name


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other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         9. Registration Rights. Within 10 days after the date hereof, the
Company and the Holder shall enter into a Registration Rights Agreement, on
mutually acceptable terms, relating to the registration by the Company of the
Warrant Shares and any other shares of Common Stock of the Company issued or
issuable in respect of this Warrant or the Warrant Shares upon any stock split,
stock dividend, recapitalization or similar event which, in each case, have not
previously been sold pursuant to a registration statement or Rule 144
promulgated under the Act. Such Registration Rights Agreement shall provide for,
among other things, two demand registration rights and piggyback registration
rights, at the expense of Company, and customary indemnification obligations. In
addition, the rights of the Holder under such Registration Rights Agreement
shall be no less favorable than the rights granted to Medici I Investment Corp.
or Alexander Enterprise Holdings Corp.

         10. Legend. Unless the Warrant Shares issued upon exercise of the
Warrants are registered for resale under the Act, the certificate or
certificates evidencing such Warrant Shares shall bear the following legend:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THESE SHARES MAY NOT BE OFFERED OR SOLD IN
      THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT."

         11. Replacement of Warrants. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction, or mutilation of this Warrant (and
upon surrender of this Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor, and denomination.

         12. No Rights as Stockholder. The Holder shall not have, solely on
account of such status, any rights of a stockholder of the Company, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Company, except as provided in this Warrant.

         13. Governing Law. This Warrant shall be construed in accordance with
the laws of the State of Delaware applicable to contracts made and performed
within such State, without regard to principles of conflicts of law.

         14. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be sent by registered or certified mail,
postage prepaid, return receipt requested, overnight courier or otherwise
delivered by hand or by messenger:

             (a) if to the registered Holder of this Warrant, to the address of
such Holder as shown on the books of the Company; or



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             (b) if to the Company, to the address set forth on the first page
of this Warrant or to such other address as the Company may designate by notice
to the Holder.

Each such notice or other communication shall be treated as effective or having
been given (i) when delivered if delivered personally, (ii) if sent by
registered or certified mail, at the earlier of its receipt or three business
days after the same has been registered or certified as aforesaid, or (iii) if
sent by overnight courier, on the next business day after the same has been
deposited with a nationally recognized courier service.

         15. Headings. The Section headings in this Warrant are inserted for
purposes of convenience only and shall have no substantive effect.

         16. Modification. Neither this Warrant, nor any Warrants issued upon
transfer or exercise hereof, may be amended, waived, discharged, or terminated
other than by a written instrument signed by the party against whom enforcement
of any such amendment, waiver, discharge or termination is sought; provided,
however, that Holders who, in the aggregate, own at least a majority of all of
the Warrant Shares issuable upon exercise of the Warrants may, with the written
consent of the Company, waive, modify, or amend, on behalf of all Holders, any
provision hereof or of such other Warrant issued upon transfer, exercise hereof,
affecting such holders, so long as the effect thereof will be that all such
holders will be treated equally.

         17. Successors. All of the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.

         18. Consent to Jurisdiction. The Company irrevocably consents to the
jurisdiction of the courts of the State of New York sitting in New York County,
New York in connection with any action or proceeding arising out of or relating
to this Warrant, any document or instrument delivered pursuant to, in connection
with or simultaneously with this Warrant, or a breach of this Warrant or any
such document or instrument. In any such action or proceeding, the Company
waives personal service of any summons, complaint or other process and agrees
that service thereof may be made in accordance with Section 14 hereof.

Dated: January 5, 2001               OPTICARE HEALTH SYSTEMS, INC.



                                     By:
                                        -----------------------------------
                                        Name:
                                        Title:



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                               FORM OF ASSIGNMENT



(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

                  FOR VALUE RECEIVED, ______________________ hereby sells,
assigns, and transfers unto _____________________ a Warrant to purchase
____________ shares of Common Stock, par value $____ per share, of OPTICARE
HEALTH SYSTEMS, INC. (the "Company"), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint
_________________________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.

                                           Dated:___________________________


                                           By:______________________________
                                                Signature


         The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.



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To: OPTICARE HEALTH SYSTEMS, INC.



                              ELECTION TO EXERCISE



                  The undersigned hereby exercises his or its rights to purchase
________ Warrant Shares covered by the within Warrant and [tenders payment
herewith in the amount of $__________] [cancels indebtedness owed by the
Opticare Health Systems, Inc., or any of its affiliates, to the undersigned in
the amount of $__________] in accordance with the terms thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to:

                      _____________________________________

                      _____________________________________

                      _____________________________________

                      _____________________________________
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by within Warrant be registered in the name of, and delivered to,
the undersigned at the address stated below.

                                    Dated: ____________________________________


                                      By: _____________________________________
                                           Print Name


                                          _____________________________________
                                          Signature

Address:
________________________________
________________________________
________________________________



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