<PAGE>


                         WAIVER AND SECOND AMENDMENT TO
                     AMENDED AND RESTATED REVOLVING CREDIT,
                        TERM LOAN AND SECURITY AGREEMENT

         THIS WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT, TERM LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered
into as of this __ day of November, 2003, by and between each of OPTICARE HEALTH
SYSTEMS, INC., a Delaware corporation, OPTICARE EYE HEALTH CENTERS, INC., a
Connecticut corporation, PRIMEVISION HEALTH, INC., a Delaware corporation, and
OPTICARE ACQUISITION CORPORATION, a New York corporation (collectively, the
"BORROWER"), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company
(the "LENDER").

                                    RECITALS

         A. Pursuant to that certain Amended and Restated Revolving Credit, Term
Loan and Security Agreement dated as of January 25, 2002, by and between
Opticare Health Systems, Inc., Opticare Eye Health Centers, Inc. and Primevision
Health, Inc., each as borrower, and Lender (as amended to date and as amended,
supplemented, modified and restated from time to time, collectively, the "LOAN
AGREEMENT"), the Lender agreed to make available to such borrowers the Revolving
Facility. Pursuant to that certain First Amendment to Amended and Restated
Revolving Credit, Term Loan and Security Agreement dated as of February 7, 2003,
by and between Borrower and Lender, among other things, Opticare Acquisition
Corporation became a borrower under the Loan Agreement as more particularly set
forth therein.

         B. Pursuant to the Loan Agreement, the Borrower has requested that
Lender enter into certain amendments and waivers of the Loan Agreement, and
Lender has agreed to do so upon the terms and subject to the conditions set
forth herein and in the Loan Agreement provided (among other things) that the
parties hereto execute and deliver this Amendment and otherwise comply with the
agreements set forth herein and in the Loan Agreement.

         C. In furtherance of the foregoing, the parties hereto desire to enter
into this Amendment to amend certain aspects of the Loan Agreement as more
particularly provided herein.

         NOW, THEREFORE, in consideration of the foregoing, the terms and
conditions, premises and other mutual covenants set forth in this Amendment, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Lender and Borrower hereby agree as follows:

         SECTION 1. DEFINITIONS. Unless otherwise defined herein, all
capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Loan Agreement.

         SECTION 2. AMENDMENTS TO LOAN AGREEMENT. The sections, definitions,
schedules, annexes and exhibits of and to the Loan Agreement referenced and/or
set forth on Annex A to this Amendment are hereby amended and restated in full
to read as set forth on such Annex A, which annex is incorporated herein and
made a part hereof and of the Loan Agreement.

         SECTION 3. WAIVER. Lender hereby waives any Default or Event of Default
that has occurred with respect to Borrower's failure to maintain the minimum
Fixed Charge Ratio pursuant to Section 1 of Annex I to the Loan Agreement for
the Test Periods ending on July 31, 2003, August 31, 2003 and September 30,
2003, and Lender hereby waives Borrower's compliance with the Fixed Charge Ratio
pursuant to Section 1 of Annex I to the Loan Agreement from the period
commencing with October 1, 2003 through and including March 31, 2004 (the
"Waiver Period"); provided that during the Waiver

<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 2


Period, Borrower shall be required to deliver to Lender no later than the last
day of each month commencing November 30, 2003, a comprehensive report of
general business conditions acceptable to Lender, which report shall include,
but not be limited to, a detailed income statement, balance sheet and cash flow
statement, each broken down by business segment for the applicable Borrower's
business practices, for the immediately preceding month, together with a
narrative discussion and analysis acceptable to Lender of the monthly
performance compared to budget and the comparative period for the previous
calendar year.

         SECTION 4. REPRESENTATIONS AND WARRANTIES.

         (a) Notwithstanding any other provision of this Amendment, each
Borrower hereby (a) confirms and makes all of the representations and warranties
set forth in the Loan Agreement and other Loan Documents with respect to such
Borrower and this Amendment and confirms that they are true and correct, (b)
represents and warrants that they are Affiliates of each other, and (c)
specifically represents and warrants to Lender that it has good and marketable
title to all of its respective Collateral, free and clear of any Lien or
security interest in favor of any other Person (other than Permitted Liens).

         (b) Each Borrower hereby represents and warrants as of the date of this
Amendment and as of the Effective Date as follows: (i) it is duly incorporated
or organized, validly existing and in good standing under the laws of its
jurisdiction of organization; (ii) the execution, delivery and performance by it
of this Amendment and the New Borrower Loan Documents, as applicable, are within
its powers, have been duly authorized, and do not contravene (A) its articles of
organization, operating agreement, or other organizational documents, or (B) any
applicable law; (iii) no consent, license, permit, approval or authorization of,
or registration, filing or declaration with any Governmental Authority or other
Person, is required in connection with the execution, delivery, performance,
validity or enforceability of this Amendment or the New Borrower Loan Documents,
as applicable, by or against it; (iv) this Amendment and the New Borrower Loan
Documents, as applicable, have been duly executed and delivered by it; (v) this
Amendment and the New Borrower Loan Documents, as applicable, constitute its
legal, valid and binding obligations enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally or by general principles of equity; and (vi) it
is not in default under the Loan Agreement and no Default or Event of Default
exists, has occurred or is continuing.

         SECTION 5. EXPENSES. Borrower shall pay all costs and expenses incurred
by Lender or any of its Affiliates, including, without limitation, documentation
and diligence fees and expenses, all search, audit, appraisal, recording,
professional and filing fees and expenses and all other out-of-pocket charges
and expenses (including, without limitation, UCC and judgment and tax lien
searches and UCC filings and fees for post-Closing UCC and judgment and tax lien
searches) in connection with entering into, negotiating, preparing, reviewing
and executing this Amendment and the New Borrower Loan Documents contemplated
hereby and all related agreements, documents and instruments, including, without
limitation, the UCC-1 Financing Statements and searches required hereunder and
under the Loan Agreement, and all of the same may be charged to Borrower's
account and shall be part of the Obligations. In addition and without limiting
the foregoing, Borrower shall pay all taxes (other than taxes based upon or
measured by Lender's income or revenues or any personal property tax), if any,
in connection with the issuance of the amended note and the recording of the
security documents and financing statements therefor and pursuant to the
Security Documents contemplated hereby.


         SECTION 6. `REFERENCE TO THE EFFECT ON THE LOAN AGREEMENT. Upon the
effectiveness of this Amendment, (i) each reference in the Loan Agreement to
"this Agreement," "hereunder," "hereof,"

<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 3


"herein" or words of similar import shall mean and be a reference to the Loan
Agreement as amended by this Amendment, and (ii) each reference in any other
Loan Document to the "Loan Agreement" shall mean and be a reference to the Loan
Agreement as amended by this Amendment. Each reference herein to the Loan
Agreement shall be deemed to mean the Loan Agreement as amended by this
Amendment. Except as specifically amended hereby, the Loan Agreement and all
other Loan Documents shall remain in full force and effect and the terms thereof
are expressly incorporated herein and are ratified and confirmed in all
respects. This Amendment is not intended to be or to create, nor shall it be
construed as or constitute, a novation or an accord and satisfaction but shall
constitute an amendment of the Loan Agreement. The parties hereto agree to be
bound by the terms and conditions of the Loan Agreement as amended by this
Amendment as though such terms and conditions were set forth herein in full. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided in this Amendment, operate as a waiver of any right, power or
remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement
or any other Loan Document or any other documents, instruments and agreements
executed or delivered in connection therewith or of any Default or Event of
Default under any of the foregoing whether arising before or after the Effective
Date or as a result of performance hereunder.

         SECTION 7. GOVERNING LAW AND JURY TRIAL. THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET
FORTH IN THE LOAN AGREEMENT AND SHALL BE SUBJECT TO THE WAIVER OF JURY TRIAL AND
NOTICE PROVISIONS OF THE LOAN AGREEMENT.

         SECTION 8. HEADINGS AND COUNTERPARTS. The captions in this Amendment
are intended for convenience and reference only and do not constitute and shall
not be interpreted as part of this Amendment and shall not affect the meaning or
interpretation of this Amendment. This Amendment may be executed in one or more
counterparts, all of which taken together shall constitute but one and the same
instrument. This Amendment may be executed by facsimile transmission, which
facsimile signatures shall be considered original executed counterparts for all
purposes, and each party to this Amendment agrees that it will be bound by its
own facsimile signature and that it accepts the facsimile signature of each
other party to this Amendment.

         SECTION 9. AMENDMENTS. This Amendment may not be changed, modified,
amended, restated, waived, supplemented, discharged, canceled or terminated
orally or by any course of dealing or in any other manner other than by the
written agreement of Lender and both Borrowers. This Amendment shall be
considered part of the Loan Agreement for all purposes under the Loan Agreement.
The New Borrower Loan Documents shall be considered Loan Documents for all
purposes under the Loan Agreement and other Loan Documents.

         SECTION 10. ENTIRE AGREEMENT. This Amendment, the Loan Agreement, other
Loan Documents and New Borrower Loan Documents constitute the entire agreement
between the parties with respect to the subject matter hereof and thereof and
supersedes all prior agreements and understandings, if any, relating to the
subject matter hereof and thereof and may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements between the parties. There
are no unwritten oral agreements between the parties.

         SECTION 11. MISCELLANEOUS. Whenever the context and construction so
require, all words used in the singular number herein shall be deemed to have
been used in the plural, and vice versa, and the masculine gender shall include
the feminine and neuter and the neuter shall include the masculine and feminine.
This Amendment shall inure to the benefit of Lender, all future holders of any
note, any of the
<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 4

Obligations or any of the Collateral and all Transferees, and each of their
respective successors and permitted assigns. No Borrower may assign, delegate or
transfer this Amendment or any of its rights or obligations under this Amendment
without the prior written consent of Lender. No rights are intended to be
created under this Amendment for the benefit of any third party donee, creditor
or incidental beneficiary of Borrower or any Guarantor. Nothing contained in
this Amendment shall be construed as a delegation to Lender of any Borrower's or
any Guarantor's duty of performance, including, without limitation, any duties
under any account or contract in which Lender has a security interest or Lien.
This Amendment shall be binding upon Borrowers and their respective successors
and assigns.

         SECTION 12. EFFECTIVE DATE. Notwithstanding the date of execution or
delivery of this Amendment or any other date set forth herein, this Amendment
shall be effective on the date (the "Effective Date") upon which the following
conditions precedent are satisfied:

         (a) execution and delivery to Lender of this Amendment by each
Borrower;

         (b) receipt by Lender of all fees, charges and expenses payable to
Lender on or prior to the Effective Date;

         (c) receipt by Lender of the Term B Note;

         (d) receipt by Lender of a guaranty agreement in form and substance
acceptable to Lender executed by Palisade Concentrated Equity Partnership, L.P.;
and

         (e) receipt by Lender, in immediately available funds, of a $50,000
amendment fee.


                        [SIGNATURES APPEAR ON NEXT PAGE]


<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 5

         IN WITNESS WHEREOF, the parties have caused this Waiver and Second
Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first written above.

LENDER:                          CAPITALSOURCE FINANCE LLC,
                                 a Delaware limited liability company


                                 By:    /s/ Keith D. Reuben
                                        -----------------------------
                                 Name:  Keith D. Reuben
                                        -----------------------------
                                 Title  Director
                                        -----------------------------


BORROWERS:

                                 OPTICARE HEALTH SYSTEMS, INC.,
                                 a Delaware corporation

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



                                 PRIMEVISION HEALTH, INC.,
                                 a Delaware corporation

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



                                 OPTICARE EYE HEALTH CENTERS, INC.,
                                 a Connecticut corporation

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



                                 OPTICARE ACQUISTION CORP.

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


<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 6


                                     ANNEX A
                                       TO
                    JOINDER AGREEMENT AND FIRST AMENDMENT TO
                AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN
                             AND SECURITY AGREEMENT

         Effective as of the Effective Date, the Loan Agreement is hereby
amended as follows:


         1. AMENDMENT TO SECTION 2.1(A) OF THE LOAN AGREEMENT. Subsection (a) of
Section 2.1 of the Loan Agreement is hereby amended and restated in its entirety
as follows:

                  "(a) Subject to the provisions of this Agreement, Lender shall
         make Advances to Borrower under the Revolving Facility from time to
         time during the Term, provided that, notwithstanding any other
         provision of this Agreement, the aggregate amount of all Advances at
         any one time outstanding under the Revolving Facility shall not exceed
         the lesser of (a) the Facility Cap, and (b) the Availability. The
         Revolving Facility is a revolving credit facility, which may be drawn,
         repaid and redrawn, from time to time as permitted under this
         Agreement. Any determination as to whether there is availability within
         the Borrowing Base for Advances shall be made by Lender in its sole
         discretion and is final and binding upon Borrower. Unless otherwise
         permitted by Lender, each Advance shall be in an amount of at least
         $1,000. Subject to the provisions of this Agreement, Borrower may
         request Advances under the Revolving Facility up to and including the
         value, in Dollars, of (i) eighty-five percent (85%) of the Borrowing
         Base for Accounts Receivables, plus (ii) fifty-five percent (55%) of
         the Borrowing Base for Eligible Inventory, provided however, that the
         advance rate for the Wise Eligible Inventory shall be fifty percent
         (50%) of the Borrowing Base relating to the Wise Eligible Inventory,
         minus, if applicable, amounts reserved pursuant to this Agreement (such
         calculated amount being referred to herein as the "AVAILABILITY").
         Notwithstanding the foregoing, from the effective date of the Second
         Amendment through and including March 31, 2004, Borrower may request
         Advances under the Revolving Facility up to and including the value, in
         Dollars, of (i) fifty-five percent (55%) of the Borrowing Base for
         Eligible Inventory, including without limitation, Wise Eligible
         Inventory. From and after April 1, 2004, the Borrowing Base for
         Eligible Inventory shall automatically revert back to the formula
         specified in the fifth sentence of this Section 2.1(a). Advances under
         the Revolving Facility automatically shall be made for the payment of
         interest on the Revolving Note and other Obligations on the date when
         due to the extent available and as provided for herein."

         2. AMENDMENT TO SECTION 2.1(C) OF THE LOAN AGREEMENT. Subsection (c) of
Section 2.1 of the Loan Agreement is hereby amended and restated in its entirety
as follows:


                  "Borrower shall be permitted to borrow, for the period of time
         commencing on November 30, 2003 and expiring on March 31, 2004, in
         addition to the Availability (the "Overadvance") not to exceed, at any
         one time, $700,000 (the "Maximum Overadvance Amounts"). Each
         Overadvance shall be part of the Revolving Facility, evidenced by the
         Revolving Note and, when aggregated with all other Advances, subject at
         all times to the Facility Cap. The aggregate balance of all
         Overadvances shall be due and payable in full in cash on March 31,
         2004, and if the aggregate balance of all outstanding Overadvances
         exceeds the Maximum Overadvance Amount, the Borrower shall immediately
         repay such excess. No Overadvance shall be made at any time that a
         Default or Event of Default shall have occurred and be continuing past
         any cure period. Any mandatory prepayment of the Overadvances pursuant
         to
<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 7


         Section 2.10 hereof shall permanently reduce the Overadvance."

         3. AMENDMENT TO SECTION 2.3 OF THE LOAN AGREEMENT. Section 2.3 of the
Loan Agreement is hereby amended and restated in its entirety as follows:

                  "Interest on outstanding Advances under the Revolving Note
         shall be payable monthly in arrears on the first day of each calendar
         month at an annual rate of Prime Rate plus 1.5%, provided, however,
         that, notwithstanding, any provision of any Loan Document, (i) the
         interest on all outstanding Overadvances under the Revolving Note shall
         be payable monthly in arrears on the first day of each calendar month
         at an annual rate of Prime Rate plus 5.5%, (ii) the interest on all
         outstanding Advances (including all Overadvances) under the Revolving
         Note shall be not less than 5.75%, and (iii) in each case shall be
         calculated on the basis of a 360-day year and for the actual number of
         calendar days elapsed in each interest calculation period. Interest
         accrued on each Advance under the Revolving Note shall be due and
         payable on the first day of each calendar month, in accordance with the
         procedures provided for in Section 2.5 and Section 2.9, commencing
         February 1, 2002, and continuing until the later of the expiration of
         the Term and the full performance and irrevocable payment in full in
         cash of the Obligations and termination of this Agreement."

         4. AMENDMENT TO SECTION 2.5 OF THE LOAN AGREEMENT. Section 2.5 of the
Loan Agreement is hereby amended to add the following text to the last sentence
thereof:

                  "Notwithstanding the foregoing, following the five (5)
         Business Day clearance period, if no Default or Event of Default has
         occurred, all funds transferred to the Concentration Account shall be
         applied by Lender first to the remaining Overadvances until no amounts
         are outstanding with respect thereto and then to the remaining
         Obligations under the Revolving Facility; otherwise all funds
         transferred to the Concentration Account shall be applied by Lender in
         such order as Lender may determine."

         5. AMENDMENT TO SECTION 2.7 OF THE LOAN AGREEMENT. Section 2.7 of the
Loan Agreement is hereby amended to add a new subsection (c) to read as follows:

                  "(c) Notwithstanding the foregoing, Lender agrees to advance
         to Borrower on the Effective Date of the Second Amendment, an amount
         equal to $315,286 to be constituted of a single draw, which shall for
         all purposes of this Agreement be considered a portion of the Term
         Loan."


         6. AMENDMENT TO SECTION 2.10 OF THE LOAN AGREEMENT. Section 2.10 of the
Loan Agreement is hereby amended and restated in its entirety to read as
follows:

                  "In addition to and without limiting any provision of any Loan
Document:

                  (a) if a Change of Control occurs, on or prior to the first
Business Day following the date of such Change of Control, Borrower shall prepay
the Term Loan, including, without limitation, all outstanding Advances and all
other Obligations, in full in cash together with accrued interest thereon to the
date of prepayment and all other amounts owing to Lender under the Loan
Documents related to the Term Loan provided, however, that no prepayment
hereunder shall be required for any Change of Control caused by an equity
investment as long as Borrower is not otherwise in default under this Agreement;
and
<PAGE>
                                                     Annex A to Second Amendment
                                                                          Page 8


                  (b) if Borrower sells or otherwise disposes any of its assets
or properties (other than in the ordinary course of Borrower's business),
receives any property damage insurance award which is not used to repair or
replace the property covered thereby, then it shall apply 100% of the proceeds
thereof first to the permanent repayment of any outstanding Overadvances,
together with accrued interest thereon and all other Obligations owing to Lender
under the Loan Documents related to such Overadvances, such payment to be
applied at such time and in such manner and order as Lender shall decide in its
sole discretion."


         7. AMENDMENT TO SECTION 3.4(A) OF THE LOAN AGREEMENT. Section 3.4(a) of
the Loan Agreement is hereby amended and restated in its entirety to read as
follows:


                  "(a) Revolver Early Termination Fee. If (i) Borrower
         terminates the Revolving Facility under Section 11.1 hereof, (ii)
         Borrower is required to make payment in full of the Revolving Facility
         and/or Obligations relating to the Revolving Facility upon the
         occurrence of an Event of Default, (iii) a voluntary or involuntary
         Change of Control or payment pursuant to Section 2.11 occurs, (iv) any
         other voluntary or involuntary prepayment of the Revolving Facility
         and/or Obligations relating to the Revolving Facility by Borrower or
         any other Person occurs (other than reductions to zero of the
         outstanding balance of the Revolving Facility resulting from the
         ordinary course operation of the provisions of Section 2.5), whether by
         virtue of Lender's exercising its right of set-off or otherwise, (v)
         Lender accelerates the Revolving Note or makes any demand on the
         Revolving Note, or (vi) any payment or reduction of the outstanding
         balance of the Revolving Note and/or the Revolving Facility is made
         during a bankruptcy, reorganization or other proceeding or is made
         pursuant to any plan of reorganization or liquidation or any Debtor
         Relief Law, (each, a "REVOLVER TERMINATION"), then, at the effective
         date of any such termination, Borrower shall pay Lender (in addition to
         the then outstanding principal, accrued interest and other Obligations
         relating to the Revolving Facility pursuant to the terms of this
         Agreement and any other Loan Document), as yield maintenance for the
         loss of bargain and not as a penalty, an amount equal to (x) if the
         revolver termination occurs prior to December 31, 2004, 2% of the
         Facility Cap, or (y) if the revolver termination occurs after December
         31, 2004, but prior to expiration of the Revolving Facility Term, 1% of
         the Facility Cap; provided, however, that in the event the revolver
         termination arises pursuant to a voluntary prepayment of the Revolving
         Facility and Obligations relating to the Revolving Facility by Borrower
         pursuant to a refinancing by a third party commercial financial
         institution whose primary business is providing senior secured
         financing the yield maintenance for the loss of bargain shall be equal
         to an amount equal to (x) if the revolver termination occurs prior to
         December 31, 2004, the greater of (1) 2% of the Facility Cap and (2)
         the Yield Maintenance Amount, and (y) if the revolver termination
         occurs prior to expiration of the Revolving Facility Term, the greater
         of (1) 1% of the Facility Cap and (2) the Yield Maintenance Amount."

         8. AMENDMENT TO SECTION 3.4(B) OF THE LOAN AGREEMENT. Section 3.4(b) of
the Loan Agreement is hereby amended by deleting the rate of "1%" in the last
sentence thereof and replacing it with the rate of "2%".

         9. AMENDMENT TO ANNEX I OF THE LOAN AGREEMENT.

         (a) Section 2 of Annex I to the Loan Agreement is hereby amended and
restated in its entirety as follows.

                  "Until full performance and satisfaction, and indefeasible
payment in full in cash, of all


<PAGE>

                                                     Annex A to Second Amendment
                                                                          Page 8

the Obligations, Borrower, individually and collectively on a consolidated and
consolidating basis, will maintain a minimum Tangible Net Worth at all times
equal to $(10,000,000), provided however, that if Borrower's minimum Tangible
Net Worth at any time declines below the level set forth in this covenant due to
asset sales, then such decline shall not constitute a default hereunder."

         (b) Annex I is hereby amended by adding the following definitions
thereto in proper alphabetical order to read in full as follows:

                  "Intangible Assets" means all intangible assets (determined in
conformity with GAAP) including, without limitation, goodwill, intellectual
property, licenses, organizational costs, deferred amounts, covenants not to
compete, unearned income, restricted funds, investments in Subsidiaries,
intercompany receivables and accumulated depreciation.

                  "Tangible Net Worth" means assets (excluding Intangible
Assets) less liabilities (determined in conformity with GAAP).

                  "Term Note B" means that certain Term Note dated November
___, 2003 made by Borrower payable to the order of Lender in the original
principal amount of $315,286.

         10. AMENDMENT TO APPENDIX A OF THE LOAN AGREEMENT; ADDITION OF CERTAIN
DEFINITIONS.

         (a) Appendix A is hereby amended by amending and restating the
following definitions to read in full as follows:

         "Revolving Facility Term" shall mean the period commencing on the
Closing Date and ending the date that is four (4) years after the Closing Date.

         "Term Loan Term" shall mean the period commencing on the Closing Date
and ending the date that is four (4) years after the Closing Date.

         "Term Note" shall mean, collectively and each individually, (a) the
Term Note B, and (b) that certain Amended and Restated Term Note payable to the
order of Lender executed by Borrower dated as of January 25, 2002, each
evidencing the Term Loan, as the same may be modified, amended or supplemented
from time to time.

         (b) Appendix A is hereby amended by adding the following definitions
thereto in proper alphabetical order to read in full as follows:

         "Second Amendment" shall mean that certain Waiver and Second Amendment
to Amended and Restated Revolving Credit, Term Loan and Security Agreement,
dated as of November __, 2003, by and between the Borrowers and Lender.

         "Yield Maintenance Amount" shall mean an amount equal to the difference
between (x) the all-in effective yield (measured as a percentage per annum),
excluding the Commitment Fee, which could be earned on the Revolving Balance
from the Closing Date through and including January 25, 2006, and (y) the total
interest and fees, excluding the Commitment Fee, actually paid by Borrower to
Lender on the Revolving Facility prior to the later of the Termination Date or
the date of prepayment. As used herein, "Revolving Balance" shall mean, on any
date of determination, the average outstanding balance under the Revolving
Facility for the immediately preceding twelve (12) months ending on such date.