EXHIBIT 10.2

THIS INSTRUMENT AND ALL RIGHTS OF THE PARTIES HEREUNDER ARE SUBJECT TO AND
GOVERNED BY THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED SUBORDINATION
AGREEMENT DATED AS OF THE DATE HEREOF, BY AND BETWEEN CAPITALSOURCE FINANCE LLC,
REFAC, OPTICARE HEALTH SYSTEMS, INC., OPTICARE EYE HEALTH CENTERS, INC. AND
PRIMEVISION HEALTH, INC. WITHOUT LIMITATION TO THE FOREGOING, ALL RIGHTS OF
PAYMENT, AND ENFORCEMENT RIGHTS OF THE HOLDER OF THIS INSTRUMENT, ARE EXPRESSLY
SUBORDINATED AND SUBJECT TO THE RIGHTS OF CAPITALSOURCE FINANCE LLC AND ITS
SUCCESSORS AND ASSIGNS AS AND TO THE EXTENT SET FORTH IN SUCH SUBORDINATION
AGREEMENT.

                          OPTICARE HEALTH SYSTEMS, INC.
                                 PROMISSORY NOTE


$1,400,000                                               JANUARY 25, 2006
                                                   WATERBURY, CONNECTICUT


         OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation and OPTICARE EYE
HEALTH CENTERS, INC., a Connecticut corporation (collectively, the "Borrowers"
and individually, a "Borrower"), for value received, hereby jointly and
severally unconditionally promise to pay to the order of REFAC (the "Holder"), a
Delaware corporation on the Maturity Date (as defined herein) the principal
amount of One Million Four Hundred Thousand Dollars ($1,400,000), together with
interest thereon as provided herein. The Borrowers further agree to pay interest
accrued on the unpaid principal amount outstanding hereunder from time to time
from the date hereof, in like money, in the manner and at the rates and on the
dates specified herein.

         Interest; Payments.

                  The entire principal balance, together with any accrued but
unpaid interest and charges due on any late payments shall be due and payable on
January 25, 2007 (the "Maturity Date"). Notwithstanding the foregoing or
anything herein to the contrary, if the merger provided for in the Merger
Agreement (the "Merger Agreement"), dated August 22, 2005, between Refac,
OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. ("OHS"), as amended,
is not completed on or before April 30, 2006, the Maturity Date shall be June
30, 2006.

                  If the Maturity Date would fall on a day that is not a
Business Day (as defined below), the payment due on the Maturity Date will be
made on the next succeeding Business Day with the same force and effect as if
made on the Maturity Date. "Business Day" means any day which is not a Saturday
or Sunday and is not a day on which banking institutions are generally
authorized or obligated to close in the city of New York, New York.



                  Until this Promissory Note (the "Note") is paid in full,
interest shall accrue on the unpaid principal amount at the Applicable Interest
Rate (calculated on the basis of a 360-day year consisting of twelve 30-day
months) from the date hereof up to but excluding the Maturity Date. For purposes
of this Note, "Applicable Interest Rate" shall mean the greater of (i) 9% or
(ii) the Prime Rate plus 3.5%.

                   "Prime Rate" shall have the same meaning as in the Second
Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated
March 29, 2004 and amended on August 16, 2004, August 27, 2004 and January 12,
2005, between the Borrowers and CapitalSource Finance LLC ("CapitalSource"), a
Delaware limited company. Such agreement, together with the amendments thereto
is herein collectively referred to as the "CapitalSource Loan Agreement".

                  Payment of interest on this Note shall be made by wire
transfer of immediately available funds on the fifteenth day of each calendar
month commencing February 15, 2006 to an account designated by Holder or, if no
such account is designated, by certified or official bank check sent to Holder
at its address set forth in Section 4(a) hereof or to such other address as
Holder may designate for such purpose from time to time by written notice to
OHS, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts.

                  Payment of the principal and accrued interest on the Maturity
Date shall be made by wire transfer of immediately available funds to an account
designated by Holder or, if no such account is designated, by certified or
official bank check sent to Holder at its address set forth in Section 4(a)
hereof or to such other address as Holder may designate for such purpose from
time to time by written notice to OHS, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts.

                  The obligations to make the payments provided for in this Note
are absolute and unconditional and not subject to any defense, set-off,
counterclaim, rescission, recoupment or adjustment whatsoever. The Borrowers
hereby expressly waive demand and presentment for payment, notice of
non-payment, notice of dishonor, protest, notice of protest and diligence in
taking any action to collect any amount called for hereunder, and shall be
directly and primarily liable for the payment of all sums owing and to be owing
hereon, regardless of and without any notice, diligence, act or omission with
respect to the collection of any amount called for hereunder.

                  If any payment hereunder is not made within ten (10) days from
its due date, a late charge of five percent (5%) of each payment so overdue may
be charged by Holder for the purpose of defraying the expenses incident to
handling such delinquent payment.

                  All agreements herein made are expressly limited so that in no
event whatsoever, whether by reason of advancement of proceeds hereof,
acceleration of maturity of the unpaid balance hereof or otherwise, shall the
amount paid or agreed to be paid to Holder for the use of the money advanced or
to be advanced hereunder exceed the maximum rate permitted by law



(the "Maximum Rate"). If, for any circumstances whatsoever, the fulfillment of
any provision of this Note or any other agreement or instrument now or hereafter
evidencing, securing or in any way relating to the debt evidenced hereby shall
involve the payment of interest in excess of the Maximum Rate, then, ipso facto,
the obligation to pay interest hereunder shall be reduced to the Maximum Rate;
and if, for any circumstance whatsoever, Holder shall ever receive interest, the
amount of which would exceed the amount collectible at the Maximum Rate, such
amount as would be excessive interest shall be applied to the reduction of the
principal balance remaining unpaid hereunder and not to the payment of interest.
This provision shall control every other provision in any and all other
agreements and instruments existing or hereafter arising between the Borrowers
and Holder with respect to the debt evidenced hereby.

                   Borrowers may prepay all or part of the unpaid principal
balance due hereunder at any time or from time to time without penalty.

         Events of Default.

         The occurrence of any of the following events shall constitute an event
of default (an "Event of Default"):

                  A default in the payment of the principal or interest on this
Note, when and as the same shall become due and payable.

                  A default in the performance, or a breach, of any of the
covenants of OHS contained in the Merger Agreement.

                  A default in the performance, or a breach, of any other
covenant or agreement of any of the Borrowers in or pursuant to this Note, the
Merger Agreement or the CapitalSource Loan Agreement.

                  Any material breach of a representation, warranty or
certification made by any of the Borrowers in or pursuant to this Note, the
Merger Agreement or the CapitalSource Loan Agreement.

                  A default or event of default which remains uncured following
any applicable grace or cure period shall have occurred with respect to the
Borrowers' indebtedness to CapitalSource.

                  The entry of a decree or order by a court having jurisdiction
adjudging any of the Borrowers as bankrupt or insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of any of the Borrowers under federal bankruptcy law, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, and the continuance of any such decree or order unstayed and
in effect for a period of 60 days; or the commencement by any of the Borrowers
of a voluntary case under federal bankruptcy law, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency, or
other similar law, or the consent by any of the



Borrowers to the institution of bankruptcy or insolvency proceedings against it,
or the filing by any of the Borrowers of a petition or answer or consent seeking
reorganization or relief under federal bankruptcy law or any other applicable
federal or state law, or the consent by any of the Borrowers to the filing of
such petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator or similar official of such Borrower or of any substantial
part of the property of such Borrower, or the making by any of the Borrowers of
an assignment for the benefit of creditors, or the admission by any of the
Borrowers in writing of its inability to pay its debts generally as they become
due, or the taking of corporate action by any such Borrower in furtherance of
any such action.

         Remedies Upon Default.

         Upon the occurrence of an Event of Default, Holder, by notice in
writing given to OHS, may declare the entire principal amount then outstanding
of, and the accrued interest on, this Note to be due and payable immediately,
and upon any such declaration the same shall become and be due and payable
immediately, without presentation, demand, protest or other formalities of any
kind, all of which are expressly waived by the Borrowers. Holder may institute
such actions or proceedings in law or equity as it shall deem expedient for the
protection of its rights and may prosecute and enforce its claims against all
assets of the Borrowers, and in connection with any such action or proceeding
shall be entitled to receive from the Borrowers payment of the principal amount
of this Note, plus accrued interest to the date of payment, plus reasonable
expenses of collection, including, without limitation, reasonable attorneys'
fees and expenses actually incurred.

         Miscellaneous.

                  Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be sent by registered or certified
mail, postage prepaid, overnight courier, confirmed telex or facsimile
transmission or otherwise by hand or by messenger, addressed (i) if to the
Borrowers, to the attention of OHS, at its offices at 87 Grandview Avenue,
Waterbury, Connecticut 06708 to the attention of Chief Executive Officer, or
(ii) if to Holder, at its offices at One Bridge Plaza, Fort Lee, New Jersey
07024, to the attention of Chief Executive Officer and (iii) in either case, to
such other address as the party shall have furnished to the other party in
writing in accordance with the provisions of this Section 4(a). Notice to the
estate of any party shall be sufficient if addressed to the party as provided in
this Section 4(a). Any notice or other communication given by certified mail
shall be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof. Any notice given by other means permitted by this Section 4(a) shall be
deemed given at the time of receipt thereof.

                  Upon receipt of evidence reasonably satisfactory to OHS, of
the loss, theft, destruction or mutilation of this Note (and upon surrender of
this Note if mutilated), the Borrowers shall execute and deliver to Holder a new
Note of like date, tenor and denomination.

                  No course of dealing and no delay or omission on the part of
Holder or the Borrowers in exercising any right or remedy shall operate as a
waiver thereof or otherwise prejudice Holder's or the Borrowers' rights, powers
or remedies, as the case may be. No right, power or remedy conferred by this
Note upon Holder or the Borrowers shall be exclusive of any other right, power
or remedy referred to herein or now or hereafter available at law, in equity, by
statute or otherwise, and all such remedies may be exercised singly or
concurrently.



                  This Note may be amended only by a written instrument executed
by the Borrowers (or its successor or permitted assignee, if applicable) and
Holder hereof. Any amendment shall be endorsed upon this Note and all future
Holders shall be bound thereby.

                  If one or more provisions of this Note are held to be
unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of this Note shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.

                  This Note shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to principles
governing conflicts of law.

                  The Borrowers irrevocably consent to the exclusive
jurisdiction of any of the federal and state courts located in 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 Note, any document or instrument
delivered pursuant to, in connection with or simultaneously with this Note, or a
breach of this Note or any such document or instrument.

                                  [END OF PAGE]





         IN WITNESS WHEREOF, intending to be legally bound hereby, each of the
Borrowers have executed this Note under seal, intending to be legally bound
hereby, the day and year first above written.

                                      OPTICARE HEALTH SYSTEMS, INC.



                                      By: /s/ DEAN J. YIMOYINES
                                          -------------------------------
                                          Name:  Dean J. Yimoyines
                                          Title: Chief Executive Officer


                                      OPTICARE EYE HEALTH CENTERS, INC.



                                      By: /s/ DEAN J. YIMOYINES
                                          -------------------------------
                                          Name:  Dean J. Yimoyines
                                          Title: Chief Executive Officer