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                                   TERM NOTE B

U.S. $314,286                                                  November 14, 2003

         FOR VALUE RECEIVED, the undersigned, OPTICARE HEALTH SYSTEMS, INC., a
Delaware corporation, OPTICARE EYE HEALTH CENTERS, INC., a Connecticut
corporation, PRIMEVISION HEALTH, INC., a Delaware corporation (individually and
collectively the "BORROWER"), hereby promise to pay to CAPITALSOURCE FINANCE LLC
(the "LENDER") the unpaid principal amount of the Term Loan made by Lender to
Borrower, in lawful money of the United States of America in immediately
available funds, with interest thereon, and all other Obligations (other than
Advances under the Revolving Facility which are evidenced by a separate Note)
under the Revolving Credit, Term Loan and Security Agreement, dated as of
January 25, 2002, between Borrower and Lender (as it has been and may hereafter
be amended, supplemented or otherwise modified from time to time, the "LOAN
AGREEMENT"), all at the times and in the manner set forth in the Loan Agreement.
Capitalized terms used but not defined herein shall have the meanings given them
in the Loan Agreement.

         1.       INTEREST AND PAYMENTS.

                  (a) Borrower promises to pay interest on the outstanding
principal amount of the Term Loan from the date of funding of the Term Loan
until such principal amount is irrevocably paid in full in cash. Interest on the
outstanding principal amount of the Term Loan shall be due and payable monthly
in arrears on the first calendar day of each calendar month, commencing December
1, 2003, at an annual rate of the Prime Rate plus 3.5%, calculated on the basis
of a 360-day year and for the actual number of calendar days elapsed in each
interest calculation period; provided, however, that, notwithstanding, any other
provision of this Note or any other Loan Document, the interest on the
outstanding Term Loan shall be not be less than 9.0%.

                  (b) Interest and other Obligations payments shall be made
automatically, when due, by the application of funds advanced under the
Revolving Facility in accordance with the provisions of the Loan Agreement. Any
payments of principal or interest or other amounts on or payments under this
Note not paid automatically through Advances as provided in the Loan Agreement
shall be paid to Lender, only by wire transfer on the date when due, without
offset or counterclaim, in Dollars in immediately available funds as required in
the Loan Agreement. Notwithstanding and without limiting or being limited by any
other provision of this Note, any payments or prepayments received upon
termination (as defined in the Loan Agreement) or otherwise under this Note
shall be credited and applied in such manner and order as is set forth in
Section 2.5 of the Loan Agreement.

         2.       MATURITY.

                  Unless earlier due and payable or accelerated under the Loan
Agreement, this Note shall mature, and the outstanding principal balance
hereunder and other Obligations, together with all other outstanding amounts due
hereunder and under the Loan Agreement, shall become due and payable in full on
the Term Loan Maturity Date.

         3.       DEFAULT RATE. Upon the occurrence of an Event of Default and
during the  continuation  thereof,  the rate of interest in effect at such time
with respect to the Obligations shall be the Default Rate.

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         4.       LOAN AGREEMENT AND SECURITY AGREEMENT.

                  (a) This Note is referred to in, made pursuant to, and
entitled to the benefits of, the Loan Agreement. The Loan Agreement, among other
things, (i) provides for the making of the Term Loan by Lender to Borrower in
the Dollar amount first mentioned above, (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified, and (iii) contains provisions
defining an Event of Default and the rights and remedies of Lender upon the
occurrence of an Event of Default.

                  (b) This Note is a secured note, entitled to the benefits of
and security interests granted in, among other things, the Loan Agreement and
the Security Documents.

         5.       PREPAYMENTS. This Note may be prepaid in whole or in part upon
notice to Lender and shall be prepaid in whole, in each case as provided or
required in the Loan Agreement and upon payment of all fees and other
Obligations set forth therein. No payment or prepayment of any amount shall
entitle any Person to be subrogated to the rights of Lender hereunder or under
the Loan Agreement unless and until the Obligations have been performed in full
and paid in full in cash and the Loan Agreement has been terminated.

         6.       PAYMENTS DUE ON A DAY OTHER THAN A BUSINESS DAY. If any
payment to be made on or under this Note is stated to be due or becomes due and
payable on a day other than a Business Day, the due date thereof shall be
extended to, and such payment shall be made on, the next succeeding Business
Day, and such extension of time in such case shall be included in the
computation of payment of any interest (at the interest rate then in effect
during such extension) and/or fees, as the case may be.

         7.       WAIVERS. Borrower hereby waives demand, presentment,
protest, notice of dishonor or non-payment, as well as all defenses with respect
to this Note, the Loan Agreement and/or any Obligation, notice of acceptance
hereof, notice of loans or Advances made, credit extended, collateral received
or delivered, or any other action taken in reliance hereon, and all other
demands and notices of any description, except such as are expressly provided
for herein and in the Loan Agreement. The pleading of any statute of limitations
as a defense to any demand against Borrower hereunder is expressly waived by
Borrower. No cause of action or dealing, renewal or extension of this Note or
any Loan Document or any rights hereunder or thereunder, release of Borrower or
any Guarantor, or delay, failure or omission on Lender's part in enforcing this
Note or any other Loan Document or in exercising or enforcing any right, remedy,
option or power hereunder or under any other Loan Document shall affect the
liability of Borrower or any Guarantor or operate as a waiver of such or any
other right, remedy, power or option or of any default, nor shall any single or
partial exercise of any right, remedy, option or power hereunder or under any
other Loan Document affect the liability of Borrower or any Guarantor or
preclude any other or further exercise of such or any other right, remedy, power
or option. No waiver of any one or more defaults in the performance of any of
the provisions of this Note shall operate or be construed as a waiver of any
future default or defaults, whether of a like or different nature.

         8.       EXERCISE OF RIGHTS.

                  (a) Subject to Section 9.1 of the Loan Agreement, Agent, for
the benefit of Lender shall have the right in its sole discretion to determine
which rights, powers, Liens, security

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interests or remedies Lender may at any time pursue, relinquish, subordinate or
modify or to take any other action with respect thereto, and such determination
will not in any way modify or affect any of Lender's rights, powers, Liens,
security interests or remedies hereunder or under any of the Loan Documents,
under applicable law or at equity.

                  (b) The enumeration of the foregoing rights and remedies is
not intended to be exhaustive. The rights and remedies of Lender described
herein are cumulative and are not alternative to or exclusive of any other
rights or remedies which Lender, as applicable, otherwise may have by contract
or at law or in equity, and the partial or complete exercise of any right or
remedy shall not preclude any other further exercise of such or any other right
or remedy.

         9.       LAWFUL LIMITS. This Note is expressly limited so that in no
contingency or event whatsoever, whether by reason of acceleration or otherwise,
shall the interest and other charges paid or agreed to be paid to Lender for the
use, forbearance or detention of money hereunder exceed the maximum rate
permissible under applicable law which a court of competent jurisdiction shall,
in a final determination, deem applicable hereto. If, due to any circumstance
whatsoever, fulfillment of any provision hereof, at the time performance of such
provision shall be due, shall exceed any such limit, then, the obligation to be
so fulfilled shall be reduced to such lawful limit, and, if Lender shall have
received interest or any other charges of any kind which might be deemed to be
interest under applicable law in excess of the maximum lawful rate, then such
excess shall be applied first to any unpaid fees and charges hereunder, then to
unpaid principal balance owed by Borrower hereunder, and if the then remaining
excess interest is greater than the previously unpaid principal balance
hereunder, Lender shall promptly refund such excess amount to Borrower and the
provisions hereof shall be deemed amended to provide for such permissible rate.
The terms and provisions of this Section 9 shall control to the extent any other
provision of this Note or any Loan Document is inconsistent herewith.

         10.      GOVERNING  LAW. This Note shall be governed by and construed
in accordance with the internal laws of the State of New York without giving
effect to its choice of law provisions other than Section 5-1401 of the New York
General Obligation laws.


                                 OPTICARE HEALTH SYSTEMS, INC.


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

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                                 OPTICARE EYE HEALTH CENTERS, INC.


                                 By: /s/ Dean J. Yimoyines
                                     -------------------------------------
                                     Name: Dean J. Yimoyines
                                     Title: President



                                 PRIMEVISION HEALTH, INC.


                                 By: /s/ Dean J. Yimoyines
                                     -------------------------------------
                                     Name:  Dean J. Yimoyines
                                     Title: President







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