OPTICARE HEALTH SYSTEMS INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                              EMPLOYMENT AGREEMENT

                                       FOR

                                JASON M. HARROLD



         This AGREEMENT (the "Agreement") is dated as of July 1, 2000, by and
between OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation (the "Employer"),
and Jason M. Harrold of 1118 Lafayette Avenue, Rocky Mount, NC (the "Employee").

         WHEREAS, the Employer desires to continue to employ the Employee as its
Chief Operating Officer, Managed Care Services Division, and the Employee
desires to render such services, each on the terms and conditions set forth
below;

         WHEREAS, the Employer intends to promote the Employee to the position
of President, Managed Care Services Division upon the effective date of the
resignation of Sam Petteway;

         WHEREAS, the Employer considers the establishment, maintenance and
continuity of qualified management to be essential to protecting and enhancing
its best interests and the best interests of its shareholders;

         WHEREAS, the Employer has determined that it is in its best interest to
enter into employment agreements with key management and executive personnel to
enable the Employer to attract and retain qualified management;

         WHEREAS, the Employer believes that when a change in control is
perceived as imminent, or is occurring, it should be able to receive and rely on
disinterested advice from management regarding the best interests of the
Employer without concern that



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members of management might be distracted or concerned by the personal
uncertainties and risks created by the perception of an imminent or occurring
change in control, and the Employer also recognizes that the possibility of such
a change in control could result in the departure of key management personnel to
the detriment of the Employer;

         WHEREAS, the Employer has determined that it would be in its best
interest to reinforce and encourage the continued attention and dedication of
key members of the management of the Employer to their duties without financial
or employment concerns arising from the possibility of a change in control and
to enable such key employees to consider only the best interest of the
shareholders in negotiating with respect to any such change in control; and

         WHEREAS, in furtherance of the above stated objectives, the parties
desire to enter into this Agreement to set forth the terms and conditions for
the employment relationships of the Employee and the Employer.

         NOW, THEREFORE, it is AGREED as follows:

         1.    EMPLOYMENT. The Employer hereby employs the Employee as of
July 1, 2000 (the "Commencement Date") and the Employee hereby accepts
employment as of such date upon the terms and conditions set forth below.

         2.   SCOPE OF EMPLOYMENT.

                  (a) The Employee is hereby employed as Chief Operating
Officer, Managed Care Services Division of the Employer as of the Commencement
Date. In that capacity, the Employee shall be responsible for the operations of
the Employer's Managed Care Services Division and other management services to
the Employer of the type customarily performed by persons serving in such
capacity or in any other executive



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capacity. Upon the effective date of the resignation of Sam Petteway, the
Employee shall be promoted to the position of President, Managed Care Services
Division of the Employer. In such capacity, the Employee shall be responsible
for oversight of the Employer's Managed Care Services Division and other
management services to the Employer of the type customarily performed by persons
serving in such capacity or in any other executive capacity. The Employee shall
also perform such other duties as the Chief Executive Officer of the Employer
may from time to time reasonably direct.

                  (b) The Employee shall maintain regular hours at the offices
of the Employer in Rocky Mount, North Carolina or such other office(s) as the
Employer shall from time to time designate. The Employee shall comply with all
reasonable rules, regulations and overall policies established by the Employer.

                  (c) During the term of employment hereunder, the Employee
shall devote the Employee's full professional time and best efforts to the
business and affairs of the Employer and shall not engage in any outside
business activities, except as may otherwise be agreed to in writing by the
President, Managed Care Division or Chief Executive Officer of the Employer.

         3.    COMPENSATION.

                  (a) Base Salary. The Employer shall pay the Employee, during
the term of this Agreement, a base salary at an annual rate of $150,000 (the
"Base Salary"). Participation in deferred compensation, discretionary bonus,
retirement and other employment benefit plans and in fringe benefits (including
those described below) shall not reduce the Base Salary payable to the Employee.
The Base Salary shall be reviewed



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annually in conjunction with a performance review by the Employer and shall not
be payable less than semimonthly.

                  (b) Bonuses. During the term of this Agreement, the Employee
shall be entitled to such bonuses as may be authorized, declared and paid by
Employer which such bonuses shall be targeted to provide an annual cash bonus of
40% of the Employee's Base Salary (the "Target Bonus"), subject to the
achievement of target goals which will be provided in a plan established for
each calendar year by the Board of Directors of the Employer or a Committee
thereof. In addition, the Employee shall be eligible to receive an additional
cash bonus, which may, in the aggregate and when combined with the 40% bonus
described above, produce up to 100% of the Employee's Base Salary (the "Maximum
Bonus") upon achievement of specified additional goals. These specified goals
shall be established, in writing, on a year-to-year basis. For the year 2000,
the Target Bonus and Maximum Bonus shall be established on the basis of calendar
year 2000 target goals, but shall be reduced by 50% to account for the July 1
commencement date.

                  (c) Participation in Stock Incentive Plan. Employer will
recommend to the Employer's Board of Directors that it grant Employee 45,000
stock option shares of Employer's Common Stock, in accordance with the
Employer's Amended and Restated 1999 Performance Stock Program, as further
amended from time to time (the "Program"). The Employer shall recommend that the
exercise price for the stock option shares be the "Fair Market Value" (as such
term is defined in the Program) of the Employer's Common Stock on the "Date of
Grant" (as such term is defined in the Program).



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<PAGE>


         4.    BENEFITS, VACATIONS AND SEMINARS; SICK LEAVE.

                  (a) Benefit Programs and Expenses.

                      (1) The Employer shall provide the Employee with the
benefits of its health insurance plans and such other benefits as the Employer
may establish from time to time for the benefit of its full-time key management
personnel.

                      (2) The Employer shall reimburse the Employee for the cost
of pursuing post-graduate business or financial studies and/or acquiring
additional professional qualifications all as previously approved by the
Employer.

                      (3) The Employer shall pay the cost to the Employee of
attending professional meetings or conventions, etc., as previously approved by
the Employer.

                      (4) The Employer shall pay for the Employee's dues for
membership in any professional, social or civic organization approved by the
Employer.

                  (b) Paid Time Off (PTO).

                  The Employee shall be entitled to the greater of 15 PTO days
per calendar year or the number of days that he becomes entitled to under the
PTO policy applicable to the Employee, as such policy may be amended from time
to time. The time of said PTO days shall be determined by consent of the parties
hereto.


         5.    DISABILITY AND DISABILITY PAYMENTS.

                  (a) The Employer shall pay or reimburse (grossed up to account
for federal and state income taxes) the Employee for long-term disability
insurance covering total disability as defined in such long-term disability
policy or policies, providing a combined maximum benefit of up to 60% of the sum
of the Base Salary earned as of the



                                       5
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date of total disability and the Target Bonus on such Base salary, subject to a
ninety (90) day elimination period, and the longest reasonably available benefit
period. In the event the Employee shall become partially or totally disabled (as
defined in such long-term disability policy) for a period of not more than
ninety (90) days, then, during the period of such partial or total disability,
Employee shall be paid the compensation set forth in Paragraph 3 for such ninety
(90) day period. If available, the Employee may purchase additional coverage
enhancements or riders at the Employee's own expense.

                  (b) Notwithstanding the provisions of Paragraph 7, the
Employer may terminate the employment of the Employee effective at a time after
the lapse of the ninety (90) day period referred to in Paragraph 5(a). If the
Employee's employment is terminated by reason of disability, the Employee shall
be entitled to the benefits set forth in Paragraph 5(a) and accelerated vesting
of any stock options granted to the Employee, but no additional compensation or
other benefits for any period after termination for disability.

         6. TERM. The initial term of employment under this Agreement shall
commence on the Commencement Date and shall continue for an initial period of
two (2) years from the Commencement Date. Thereafter, the term of employment
shall be extended automatically for subsequent one (1) year terms on the same
terms and conditions unless either party gives contrary written notice to the
other party on or before the date that is six (6) months prior to the next
anniversary date. References herein to the term of this Agreement shall refer to
both such initial term and any additional or extended terms.



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<PAGE>


         7.    TERMINATION OF EMPLOYMENT.

                  (a) Termination by the Employer for Cause.

                      (1) The Employer may at any time terminate the Employee's
employment with the Employer for cause. The Employee shall have no right to
receive compensation or other benefits for any period after termination for
cause.

                      (2) The term "termination for cause" shall mean
termination because of the Employee's dishonesty or willful misconduct in
respect of the Employee's duties under this Agreement, conviction of, or plea of
nolo contendre to, a felony or crime involving moral turpitude, or a breach of
fiduciary duty, whether or not involving personal profit, in connection with the
Employee's employment by the Employer.

                      (3) In determining whether a "termination with cause" has
occurred, it shall be the Employer's burden to prove the alleged acts.

                  (b) Termination by the Employer Other Than For Cause. The
Employer may at any time terminate the Employee's employment other than for
cause by written notice; provided, however, that in the event of any such
termination of employment other than for cause, the Employer shall make the
payments provided in Paragraph 8(b).

                  (c) Termination by the Employee. The Employee may terminate
the Employee's employment for any reason upon six (6) months' prior written
notice to that effect delivered to the Employer, unless a shorter notice period
is approved by the Chief Executive Officer of the Employer. The Employee agrees
that if the Employee terminates the Employee's employment with the Employer
under this Paragraph 7(c), the Employee shall devote the Employee's full
professional time and best efforts to the business and affairs of the Employer
during such six (6) month period; and the Employer agrees to continue to pay the
Employee the Base Salary and any declared bonuses until




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the close of such period; provided, however, that if the Employee fails to
devote the Employee's full professional time and best efforts to the business
and affairs of the Employer during such six (6) month period, the Employer shall
not be obligated to make any further payments under any provisions of this
Agreement other than to make payments to the Employee of the Base Salary accrued
prior to the Employee's breach of this Paragraph 7(c) and such bonuses allocated
to the annual period prior to the date of such breach, when and in such amounts
as are declared by the Board of Directors of the Employer or committee thereof.
In the event of such breach, the Employer shall have the right to pursue all
other remedies available at law or in equity. Notwithstanding anything to the
contrary in the foregoing, nothing in this Paragraph 7(c) is intended to modify
the Employee's obligations pursuant to paragraphs 10, 11 and 12 of this
Agreement.

         8.    PAYMENTS IN THE EVENT OF SEPERATION FROM SERVICE PRIOR TO CHANGE
               OF CONTROL.

                  (a) Death. Upon the death of the Employee, the Employee's Base
Salary, prorated to the date of death, and such bonuses allocable to the annual
period prior to the date of death, when and in such amounts as declared by the
Board of Directors of the Employer or committee thereof, shall be paid to the
Employee's named beneficiary, or if there be none then living, to the Employee's
estate. In addition, the Employer shall, if it is commercially feasible,
purchase insurance on the life of the Employee in the amount of one (1) times
the Employee's Base Salary, with the proceeds payable to the Employee's estate.

                  (b) Compensation Benefits Upon Termination. In the event the
Employee's employment is terminated for any reason other than for cause by the



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<PAGE>


Employer, the Employee shall be paid, as severance pay, an amount equal to
twelve (12) months of Base Salary as a lump sum, and the benefits hereunder for
such twelve (12 ) month period. In the event the Employee's employment is
terminated for cause or if the Employee terminates the Employee's employment
other than for cause or breaches Paragraph 10, 11 or 12 hereunder or if the
Employee is receiving payment upon a change in control pursuant to Paragraph 14,
no payments under this Paragraph 8(b) shall be made following such termination
or breach.

         9.    CONSENT TO INSURANCE PROCEDURES. The Employee agrees that the
Employer may from time to time apply for and take out in its own name and at its
own expense such life, health, accident or other insurance upon the Employee as
the Employer may deem necessary or advisable to protect its interest hereunder.
The Employee agrees to submit to any medical or other examination necessary for
such purpose and to assist and cooperate with the Employer in procuring such
insurance. The Employee agrees that the Employee shall have no right, title or
interest in and to such insurance whether presently existing or hereafter
procured.

         10.   NONDISCLOSURE. The Employee shall not, during the term of this
Agreement, or thereafter, without the express written consent of the Employer:
(a) disclose to any person, or permit any person to have access to, any
information or knowledge whatsoever relating to the Employer, or to any
successor entity thereto or its affiliates, business or affairs, obtained by the
Employee while in the employ of the Employer, whether prepared by the Employee
or others, to the extent such information or knowledge constitutes Confidential
Information as defined below, (b) use any such Confidential Information except
for the Employer's benefit, or (c) copy any papers,



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charts, documents or other records or remove them from the Employer's property,
except as may be necessary in the performance of the Employee's duties
hereunder. For purposes of this Agreement, the term "Confidential Information"
shall include all patient information and charts, information regarding
referring physicians and optometrists, hospital arrangements, suppliers and
supplies, vendors, and other companies and individuals with whom the Employer
has business relationships, any financial or budgetary records, and all other
information and knowledge, rules, regulations and policies of the Employer,
unless such information (1) was already known to the Employee at the time of the
Employee's receipt thereof and the Employee can demonstrate such knowledge by
the Employee's written records; (2) is or becomes publicly known through no act
of the Employee; (3) is approved for release by written authorization of the
Employer; or (4) is compelled by compulsory court process to disclose, provided
that the Employee immediately notifies the Employer of such process and tenders
the defense of such process to the Employer.

         11.   COVENANT NOT TO COMPETE. In consideration of Employee being
promoted to the position of President, Managed Care Services Division, of being
granted certain stock options and for other valuable consideration, during the
term of Employee's employment by the Employer and for a period of eighteen (18)
months immediately following the termination of such employment (such period to
be extended to include any period of violation or period of time required for
litigation to enforce this covenant) (the "Non-Competition Period"), the
Employee shall not, without the prior written consent of the Employer, render
services directly or indirectly to any Conflicting Organization, except that
employment may be accepted with a Conflicting Organization whose business



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is diversified and which, as to part of its business, is not a Conflicting
Organization; provided, that the Employer, prior to the acceptance of such
employment, shall receive from such Conflicting Organization and from the
Employee written reasonable assurances satisfactory to the Employer that the
Employee will not render services directly or indirectly in competition with the
Employer's managed eye care business. Without limiting the generality of the
foregoing, it is understood and agreed that Employee may seek employment with an
insurance carrier or HMO that includes eye care coverage as a part of its
overall benefit offerings, provided the Employee does not render services
directly or indirectly to a division or unit within such organization that
offers managed eye care services to other insurers or HMOs. The term
"Conflicting Organization", as used herein, means any individual or organization
who or which is engaged in (1) the managed eye care business, (2) the optical
buying group business or (3) the business of owning or managing the practice of
ophthalmologists, optometrists, opticians, ambulatory surgery centers or
refractive surgery facilities in the United States, or of providing services to
such organizations. In the event the Employer sells or otherwise divests itself
of its Managed Care Services Division, this Paragraph 11 shall not be construed
to prevent the Employee from seeking employment with such divested business. The
Employee similarly agrees that this Agreement may be assigned to any acquiror of
Employer's Managed Care Services Division effective upon the divestiture of such
business.


         12.   ASSIGNMENT OF INVENTIONS. The Employee hereby assigns, and will
promptly disclose and assign, to the Employer exclusively, all inventions,
discoveries, improvements, devices, tools, machines, apparatuses, appliances,
designs,



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practices, processes, methods, formulae, products, trade secrets, and the like
(hereinafter collectively called "inventions"), whether or not patentable, which
are directly or indirectly useful in or related to either the Employer's
business or to that of any of its affiliated or managing entities, which the
Employee shall make, originate, conceive or reduce to practice, either solely or
jointly with others, during the term of the Employee's employment by the
Employer or any of its affiliated or managing entities. The Employee further
agrees that during and after the term of this Agreement, without charge to the
Employer, the Employee will execute, acknowledge and deliver any and all papers
and take any other reasonable actions necessary or helpful for the Employer to
obtain patents for its own benefit on said inventions in any and all countries
or to otherwise protect and secure the Employer's interests in said inventions;
said patents, applications for patents and inventions to remain the property of
the Employer whether patented or not.

         13.   REMEDIES FOR BREACH. In the event of the Employee's breach or
threatened breach of any provision of Paragraph 10, 11, or 12 hereof, the
Employer shall be entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in law or in equity,
to obtain damages for breach of said paragraphs, or to enforce the specific
covenants therein, or to obtain an injunction restraining the Employee from the
continuation of such breach. Nothing herein shall be construed as prohibiting
the Employer from pursuing any other remedies available to it, including the
recovery of damages from the Employee.

         14.   PAYMENTS UPON CHANGE IN CONTROL.

               (a)(i) If, during the one (1) year period following a Change in
Control of the Employer (as defined in Paragraph 14(b) below), (A) the
Employee's duties and



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responsibilities are materially diminished, or (B) the Employee's place of
principal employment by the Employer is moved more than fifty (50) miles from
such place of principal employment immediately prior to the Change in Control,
or (C) the Employee's employment is terminated by the Employer other than for
cause or by non-renewal of this Agreement;

                  (ii) Then in the event of the termination set forth in
Paragraph 14(a)(i), the Employee shall be entitled to receive from the Employer,
as a severance payment for services previously rendered to the Employer, a lump
sum cash payment as provided for in Paragraph 14(a)(iii) below (subject to
Paragraph 14(c) below) (the "Severance Payment"), and all outstanding stock
options previously issued to the Employee shall vest and become immediately
exercisable.

                  (iii) Subject to Paragraph 14(c) below, the amount of the
Severance Payment provided shall equal twelve (12) months of the Base Salary.
The Severance Payment shall not be reduced by any compensation that the Employee
may receive from other employment with another employer after termination of the
Employee's employment with the Employer.

                  (b) A "Change in Control of the Employer", for purposes of
this Agreement, shall be deemed to have taken place, if:

                      (i) any person becomes the beneficial owner of fifty-one
percent (51%) or more of the total number of voting shares of the Employer; or

                      (ii) any person has commenced a tender or exchange offer
to acquire beneficial ownership of fifty-one percent (51%) or more of the total
number of voting shares of the Employer; or



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                      (iii) less than two-thirds of the total membership of the
Board of Directors of the Employer shall be Continuing Directors. For purposes
of this Paragraph 14(b), a Continuing Director shall mean any member of the
Board of Directors of the Employer who was a member of a Board as of the date
hereof, and any successor of a Continuing Director while such successor is a
member of the Board who is not a person described in Paragraphs 14(b)(i) or (ii)
or an Affiliate or Associate of such a person or of any such Affiliate or
Associate and is recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors. As used herein, "Affiliate" and
"Associates" shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934, as in effect on the date hereof (the "Exchange Act"). For purposes of this
Paragraph 14(b), a "person" includes an individual, corporation, partnership,
trust or group acting in concert. A person for these purposes shall be deemed to
be a beneficial owner as that term is used in Rule 13d-3 under the Exchange Act.

                  (c) Notwithstanding any other provision of this Agreement or
of any other agreement, contract, or understanding heretofore or hereafter
entered into between the Employee and the Employer, except an agreement,
contract, or understanding entered into that expressly modifies or excludes
application of this Paragraph 14(c (the "Other Agreements"), and notwithstanding
any formal or informal plan or other arrangement heretofore or hereafter adopted
by the Employer for the direct or indirect provision of compensation to the
Employee (including groups or classes of Participants or beneficiaries of which
the Employee is a member), whether or not such compensation is deferred, is in
cash, or is in the form of a benefit to or for the Employee (a "Benefit



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Plan"), the Employee shall not have any right to receive any payment or other
benefit under this Agreement, any Other Agreement, or any Benefit Plan if such
payment or benefit, taking into account all other payments and benefits to or
for the Employee under this Agreement, all Other Agreements, and all Benefit
Plans, would cause any payment to the Employee under this Agreement to be
considered a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code (a "Parachute Payment"). In the event that the receipt of any such payment
or benefit under this Agreement, any Other Agreement, or any Benefit Plan would
cause the Employee to be considered to have received a Parachute Payment under
this Agreement, then the Employee shall have the right, in the Employee's sole
discretion, to designate those payments or benefits under this Agreement, any
Other Agreements, and/or any Benefit Plans, which should be reduced or
eliminated so as to avoid having the payment to the Employee under this
Agreement to be deemed to be a Parachute Payment.


         15.   AMENDMENT OR ADDITIONS. No Amendments or additions to this
Agreement shall be binding unless in writing and signed by all of the parties
hereto. The prior approval by the Employer's Chief Executive Officer shall be
required to authorize any amendments or additions to this Agreement, to give any
consents or waivers of provisions of this Agreement, or take any other action
under this Agreement, including any termination of employment with or without
cause.

         16.   CONTINUED ENFORCEABILITY AFTER CHANGE IN OWNERSHIP;
ENFORCEABILITY AGAINST SUCCESSORS AND TRANSFEREES. The parties intend that this
Agreement shall continue to be a legally valid, binding agreement, enforceable
in accordance with its terms, notwithstanding a change in the



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<PAGE>


ownership of the Employer, including, without limitation, a sale of
substantially all of the Employer's assets, merger or consolidation of the
Employer, whether or not the Employer is the surviving entity, and a sale of
voting control of the Employer; and may be assigned to the Employer. The parties
agree that any transferee of all or substantially all of the assets of the
Employer or surviving or resulting entity, as the case may be, shall be subject
to the obligations of the Employer hereunder, whether such transfer occurs by
merger, operation of law, or otherwise. The Employer agrees that before the
consummation of any such transfer (other than a transfer whereby such
obligations are assumed by operation of law) it will obtain the agreement of the
transferee, enforceable by the Employee, to assume such obligations. No such
transfer shall release the Employer of its obligations hereunder without the
prior written consent of the Employee.

         17.   SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.

         18.   SEVERABILITY. In case any one or more of the provisions contained
in this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein. If, moreover, any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be
excessively broad as to time, duration, geographical scope, activity or subject,
it shall be construed, by limiting and reducing it, so as to be enforceable to
the fullest extent compatible with the applicable law as it shall then appear.



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<PAGE>


         19.   GOVERNING LAW. This Agreement shall be governed by the laws of
the United States to the extent applicable and otherwise by the laws of the
State of Connecticut, excluding the choice of law rules thereof.

         20.   COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, and together shall
constitute one and the same instrument.

         21.   PRIOR AGREEMENTS SUPERSEDED. Any prior agreement between the
parties relating to the employment by the Employer (or any subsidiary or
affiliate of the Employer) of the Employee, whether written or oral, is hereby
replaced and superseded by this Agreement and shall be of no further force or
effect after the date hereof.

         22.   ATTORNEY'S FEES. In the event either of the parties hereto shall
institute any action or proceeding against the other party relating to this
Agreement, the unsuccessful party in such action or proceeding shall reimburse
the successful party for its reasonable disbursements incurred in connection
therewith, and for its reasonable attorneys fees incurred in connection
therewith.

         23.   WAIVER; CONSENTS. No consent or waiver, express or implied, by
either party hereto to or of any breach or default by the other party in the
performance by the other of its obligation hereunder shall be valid unless in
writing, and no such consent or waiver shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such other party of the same or any other obligation of such party hereunder.
Failure on the part of either party to complain of any act or failure to act of
the other party or to declare the other part in default, irrespective of



                                       17
<PAGE>


how long such failure continues, shall not constitute a waiver by such party of
its rights hereunder. The granting of any consent or approval in any other
instance by or on behalf of either party shall not be construed to waive or
limit the need for such consent in any other subsequent instance.

         24.   NOTICES. All notices, requests, and communications required or
permitted hereunder shall be in writing and shall be sufficiently given and
deemed to have been received upon personal delivery or, if mailed, upon the
first to occur of actual receipt and seventy-two (72) hours after being placed
in the United States mail, postage prepaid, registered or certified mail, return
receipt requested, addressed to the above parties as follows:



Employer:         OptiCare Health Systems, Inc.
                  87 Grandview Avenue
                  Waterbury, CT  06708
                  Attention:  General Counsel

Employee:         Jason M. Harrold
                  1118 Lafayette Avenue
                  Rocky Mount, North Carolina 27803


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.

                                            Employer:

                                            OPTICARE EYE HEALTH SYSTEMS, INC.



ATTEST: Carmela Ciniglio            By:    /s/ Dean J. Yimoyines
       ----------------------          -----------------------------
                                        Dean J. Yimoyines, President


                                       /s/ Jason M. Harrold
                                       -----------------------------
                                       Employee




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