<PAGE>

PAYMENT OF THIS NOTE IS SUBORDINATED TO THE CLAIMS AND LIENS OF EACH HOLDER OF
SENIOR BANK INDEBTEDNESS AS SET FORTH HEREIN.


                        SENIOR SUBORDINATED SECURED NOTE

$13,900,000                                                    January 25, 2002

     OptiCare Health Systems, Inc. (the "Company"), for value received, hereby
promises to pay to Palisade Concentrated Equity Partnership, L.P. ("Palisade"),
with an address at c/o Palisade Capital Management, LLC, One Bridge Plaza, Suite
695 Fort Lee, New Jersey 07024, or its permitted assigns ("Holder"), the
principal sum of Thirteen Million Nine Hundred Thousand Dollars ($13,900,000),
with interest thereon as follows:

     1. Calculation and Payment of Principal and Interest.

     (a) The principal amount of this note ("Note") shall be due and payable on
January 24, 2012 (the "Maturity Date"). No payments of principal are required to
be paid until the Maturity Date.

     (b) The principal amount of this Note outstanding from time to time shall
bear interest at the rate of 11 1/2 percent per annum from the date hereof until
such principal amount has been repaid in full. Interest shall be payable as
provided below on the last day of each March, June, September and December (each
an "Interest Payment Date") commencing March 31, 2002, and on the Maturity Date.
Interest hereon shall be computed on the basis of a 360-day year. If any payment
to be made by the Company under this Note shall become due on a Saturday or
Sunday or a business holiday under the law of the State of New York, such
payment shall be made on the next succeeding business day, and any extension of
time shall be included in computing any interest in respect of such payment.
Principal and, subject to paragraph 1(c) below, interest on this Note are
payable in lawful money of the United States of America which at the time of
payment is legal tender for the payment of public and private debts.



                                       13
<PAGE>

     (c) Notwithstanding the preceding paragraph, (i) on any Interest Payment
Date occurring prior to the first anniversary of the date hereof, the Company
may elect to pay up to 100% of the interest then due on this Note by increasing
the principal amount of this Note by the amount of interest as to which the
Company makes such election, (ii) on any Interest Payment Date occurring on or
after the first anniversary of the date hereof and prior to the second
anniversary of the date hereof, the Company may elect to pay up to 50% of the
interest then due on this Note by increasing the principal amount of this Note
by the amount of interest as to which the Company makes such election, and (iii)
on any Interest Payment Date occurring on or after the second anniversary of the
date hereof, Holder may, in its sole discretion, elect, in lieu of receiving all
interest then due on this Note in cash, to require the Company to pay a portion
of such interest (up to 100% thereof), as specified by Holder, by increasing the
principal amount of this Note by the amount of interest as to which Holder makes
such election. In the event an election is made by the Company pursuant to
clause (i) or (ii) of the preceding sentence or by Holder pursuant to clause
(iii) of the preceding sentence, the party making such election shall given
written notice thereof to the other at least 10 days prior to the applicable
Interest Payment Date, specifying the amount or portion of the interest payable
on such Interest Payment Date as to which such election is being made. On the
applicable Interest Payment Date, the Company shall send a written notice to
Holder setting forth the new principal amount of this Note after giving effect
to such election. Any portion of the interest on this Note as to which an
election under this paragraph is not made shall be paid in cash on the
applicable Interest Payment Date.

     (d) If the Company shall default in the payment of any principal of, or any
interest on, this Note when due (whether at maturity, by acceleration or
otherwise), the Company shall thereafter, until the date of actual payment, pay
interest from time to time on


                                       2
<PAGE>

demand on such overdue principal and, to the extent legally permitted, overdue
interest at an annual rate of 14 %, provided that such rate shall not exceed the
maximum permitted by applicable law.

     (e) Each payment of principal and interest and any other amounts due
hereunder shall be made by not later than 2:00 p.m. New York time, on the date
such payment is due.

     2.   Subordination.

     Notwithstanding anything to the contrary in this Note, the payment of the
principal of and interest on this Note is subordinated, to the extent and in the
manner provided in the Subordination Agreement dated as of January 25, 2002,
among the Holder, the Company and CapitalSource Finance, LLC ("CapitalSource")
(the "Subordination Agreement"), to the prior payment in full of the Senior
Indebtedness (as such term is defined in the Subordination Agreement).
Notwithstanding the foregoing, at no time shall any amount due hereunder be
subordinated to any Senior Indebtedness in excess of $13,000,000. This Note
shall rank pari passu with the Note dated the date hereof in the principal
amount of $100,000 issued to Linda Yimoyines.

     3.   Prepayments.

     The Company may, at its option, at any time and from time to time, prepay
all or any part of the unpaid principal balance of this Note, without penalty or
premium, provided that concurrently with each such prepayment the Company shall
pay (in cash) accrued interest (and other amounts due hereunder) on the
principal amount so prepaid to the date of prepayment.

                                       3
<PAGE>

     4.   Representations and Warranties.

     The Company represents and warrants to Holder that (a) the Company is a
corporation, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation; (b) the Company has the right, is
authorized, and has taken all necessary corporate and other actions, to execute,
deliver and perform this Note and to grant the rights granted to Holder herein;
(c) this Note has been duly executed and delivered, and constitutes the
Company's valid and binding obligation, enforceable in accordance with its
terms. The Company covenants that the foregoing representations and warranties
shall continue to be true and correct at and as of all times from the date
hereof until this Note has been paid in full and the Company has no further
obligations to Holder hereunder.

     5.   Covenants.

     The Company covenants and agrees that until it has paid to the Holder in
full all amounts owing in respect of this Note:

     (a) Reports, Notices and Information. The Company will furnish to the
Holder, (i) copies of all of the annual audited financial statements and
quarterly unaudited financial statements of the Company, within 15 business days
after preparation thereof, and (ii) such other information concerning the
Company and its assets, operations and business as the Holder may reasonably
request.

     (b) Books, Records and Inspections. The Company will keep, and cause each
subsidiary of the Company to keep, its books and records in accordance with
sound business practices sufficient to allow the preparation of financial
statements in accordance with generally accepted accounting principles; permit,
and cause each subsidiary to permit, any representative of the Holder to inspect
the properties and operations of the Company or such subsidiary; and permit, and
cause each subsidiary to permit, at any reasonable time and with reasonable
notice


                                       4
<PAGE>

(or at any time without notice if a Default exists), any representative of the
Holder to visit any or all of its offices, to discuss its financial matters with
its officers and its independent auditors (and the Company hereby authorizes
such independent auditors to discuss such financial matters with any such
representative), and to examine (and, at the expense of the Company, photocopy
extracts from) any of its books or other records; and permit, and cause each
subsidiary to permit, any such representative to inspect the assets of the
Company or such subsidiary, to perform appraisals of the equipment of the
Company or such subsidiary, and to inspect, audit, check and make copies of and
extracts from the books, records, computer data, computer programs, journals,
orders, receipts, correspondence and other data relating to the assets of the
Company or such subsidiary. All such inspections or audits shall be at the
Company's expense.

     (c) Insurance. The Company will maintain, and cause each subsidiary of the
Company to maintain, with responsible insurance companies, such insurance as may
be required by any law or governmental regulation or court decree or order
applicable to it and such other insurance, to such extent and against such
hazards and liabilities, as is customarily maintained by companies similarly
situated; and, upon request of the Holder, furnish to the Holder a certificate
setting forth in reasonable detail the nature and extent of all insurance
maintained by the Company and its subsidiaries.

     (d) Compliance with Laws; Payment of Taxes and Liabilities. The Company
will (i) comply, and cause each subsidiary of the Company to comply, in all
material respects with all applicable laws, rules, regulations, decrees, orders,
judgments, licenses and permits, except where failure to comply could not
reasonably be expected to have a material adverse effect on the Company; and
(ii) pay, and cause each subsidiary of the Company to pay, prior to delinquency,
all taxes and other governmental charges against it or any of its property, as
well as


                                       5
<PAGE>

claims of any kind which, if unpaid, might become a lien on any of its property;
provided that the foregoing shall not require the Company or any such subsidiary
to pay any such tax or charge so long as it shall contest the validity thereof
in good faith by appropriate proceedings and shall set aside on its books
adequate reserves with respect thereto in accordance with generally accepted
accounting principles.

     (e) Maintenance of Existence, etc. The Company will maintain and preserve,
and cause each Subsidiary to maintain and preserve, (a) its existence and good
standing in the jurisdiction of its organization and (b) its qualification to do
business and good standing in each jurisdiction where the nature of its business
makes such qualification necessary (except in those instances in which the
failure to be qualified or in good standing would not have a material adverse
effect on the Company).

     (f) Limitation on Senior and Secured Indebtedness. Without the prior
written consent of Palisade, the Company will not create, incur or assume (i)
any Indebtedness ranking senior to or pari passu with this Note, or (ii) any
Indebtedness secured by a lien on any asset of the Company or any subsidiary of
the Company, in each case other than (x) the Senior Indebtedness, (y)
Indebtedness created or arising under any conditional sale, Capital Lease or
other title retention agreement whereby, in the event of default, the rights and
remedies of the seller, lessor or lender under such agreement are limited to
repossession or sale of the assets acquired under such agreement and (z) other
Indebtedness approved by the Palisade. As used herein, "Indebtedness" means any
and all loans, advances, indebtedness, obligations, liabilities, covenants and
duties at any time owed by the Company or any subsidiary of the Company, whether
voluntary or involuntary and however arising, direct or indirect, absolute or
contingent, liquidated or unliquidated, determined or undetermined, secured or
unsecured, due or to become


                                       6
<PAGE>

due, including all interest, fees, costs, expenses and attorneys' fees for which
the Company is now or hereafter becomes liable to pay under any agreement or by
law; provided, however, that Indebtedness shall not include operating leases,
trade payables or other liabilities of the Company or its subsidiaries incurred
in the ordinary course or business which do not relate to borrowed funds.

     (g) Restricted Payments. Without the prior written consent of Palisade, the
Company will not, and will not permit any subsidiary of the Company to, (A) make
any distribution to the Company's shareholders, (B) purchase or redeem any of
its capital stock or other equity interests or any warrants, options or other
rights in respect thereof, (C) make any redemption, prepayment, defeasance or
repurchase of any subordinated debt ranking junior to this Note or (D) set aside
funds for any of the foregoing, in each case without the consent of the Holder
in its sole discretion. Notwithstanding the foregoing, (i) any subsidiary of the
Company may pay dividends or make other distributions to the Company or to a
wholly-owned subsidiary of the Company and (ii) the Company may pay dividends or
make other distributions to, or purchase or redeem capital stock or other equity
interests or warrants, options or other rights in respect thereof, held by,
Palisade or its affiliates or any other holder of the Company's Series B
Preferred Stock or other existing warrant holder.

     (h) Mergers, Consolidations, Sales. Without the prior written consent of
Palisade, the Company will not, and will not permit any subsidiary of the
Company to, (i) become a party to any merger or consolidation, or (ii) sell,
transfer, convey or lease all or substantially all its assets, except for any
such merger, consolidation, sale, transfer, conveyance, lease or assignment of
or by any wholly-owned subsidiary into the Company or into, with or to any other
wholly-owned subsidiary, other than (v) the merger of a subsidiary into another

                                       7
<PAGE>

subsidiary or into the Company, (x) sales of inventory in the ordinary course of
their respective businesses, (y) dispositions of machinery and equipment no
longer used or useful in the business of the Company or any subsidiary, so long
as the proceeds of any such dispositions are applied to purchase replacement
machinery or equipment within 180 days of such disposition, and (z) dispositions
for fair value in cash of assets that the board of directors of the Company
determines in good faith are no longer used or useful in the business of the
Company and its subsidiaries.

     (i) Modification of Organizational Documents. Without the prior written
consent of Palisade, the Company will not, and will not permit the Certificate
of Incorporation, By-Laws or other organizational documents of the Company to be
amended or modified in any way which might reasonably be expected to adversely
affect the interests of the Holder.

     (j) Inconsistent Agreements. Without the prior written consent of Palisade,
the Company will not, and will not permit any subsidiary of the Company to,
enter into any agreement containing any provision which would (a) be violated or
breached by the performance by the Company of any of its obligations hereunder,
or (b) create or permit to exist or become effective any restriction on the
ability of any subsidiary to (i) pay dividends or make other distributions to
the Company or any other applicable subsidiary, or pay any Indebtedness owed to
the Company or any other subsidiary, (ii) make loans or advances to the Company
or (iii) transfer any of its assets or properties to the Company.

     (k) Change in Business. Without the prior written consent of Palisade, the
Company will not materially change or alter, or permit or suffer any of its
subsidiaries to materially change or alter, the nature of their businesses as
conducted or as proposed to be conducted as of the date hereof.



                                       8
<PAGE>

     (l) Payment of Expenses of Holder. The Company will pay, or reimburse the
Holder for, all reasonable expenses incurred by the Holder (or, if any, by its
General Partner or any of its Limited Partners) in connection with (i) the
preparation and issuance of this Note and (ii) the collection or enforcement of
any amounts due pursuant to this Note.

     (m) Further Assurances. Upon the request of the Holder, the Company will
duly execute, and deliver to the Holder such further instruments and do and
cause to be done such further acts as may be reasonably necessary or proper in
the opinion of the Holder to carry out more effectively the provisions and
purposes of this Note.

     For purposes of this Note, any prior written consent of Palisade
contemplated hereby may be given or withheld in the sole discretion of Palisade.

     6. Default.

     If any one or more of the following events (each, a "Default") shall occur:

     (a) The Company shall fail to pay as and when due (whether at stated
maturity, by acceleration or otherwise) any principal of or interest on this
Note and such principal or interest shall remain unpaid for five days after the
due date thereof;

     (b) The Company shall fail to perform or comply with any of its other
obligations under this Note and such failure shall continue for thirty (30) days
after written notice thereof from the Holder;

     (c) A final judgment shall be entered by any court against the Company for
the payment of money, which, together with all other outstanding final judgments
against the Company exceeds two hundred fifty thousand dollars ($250,000) in the
aggregate, net of insurance proceeds, or a warrant of attachment or execution or
similar process shall be issued or levied against any of its property which
exceeds in value two hundred fifty thousand dollars



                                       9
<PAGE>

($250,000) in the aggregate, net of insurance proceeds, and if, within thirty
(30) days after the entry, issue or levy thereof, such judgment, warrant or
process shall not have been stayed, paid or discharged;

     (d) (i) Failure of the Company to pay when due any principal of or interest
on the Senior Indebtedness beyond the end of any grace period provided therefor,
or (ii) any breach or default by the Company with respect to any other terms of
the Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated as of January 25, 2002 between the Company and CapitalSource (the
"CapitalSource Credit Agreement"), or the occurrence of any other event,
condition or circumstance in respect of the CapitalSource Credit Agreement, if
in any case under clause (i) or clause (ii) such failure, breach or default or
such event, condition or circumstance has resulted in the Senior Indebtedness
becoming or being declared due and payable (or redeemable) prior to its stated
maturity;

     (e) The Company shall file a petition for relief or commence a proceeding
under any bankruptcy, insolvency, reorganization or similar law, have any such
petition filed or proceeding commenced against it (unless, in the case of a
petition filed or a proceeding commenced against the Company, the same is
vacated or dismissed within 60 days after such filing or commencement), have any
liquidator, administrator, trustee or custodian appointed with respect to it or
any substantial portion of its business or assets, make a general assignment for
the benefit of creditors or generally admit its inability to pay its debts as
they come due;

then, and in each and every such case, subject to the provisions of paragraph 2
hereof, the Holder shall have the right to declare this Note due and payable
(or, in the case of a Default described in clause (e) of this paragraph 6, this
Note shall automatically become due and payable) without



                                       10
<PAGE>

presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived, anything contained in this Note to the contrary
notwithstanding, in which event, Holder shall be entitled to receive the
principal hereof together with the interest accrued hereon, provided, however,
that Holder by written notice to the Company, may waive any Default and/or
rescind and annul any such acceleration; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent Default, or shall
impair any right consequent thereon.

     7.   Assignment.

     Holder may at any time transfer, negotiate or assign this Note, without the
Company's prior consent and, in such case, such transferee shall become entitled
to all of Holder's rights, remedies and privileges hereunder and be bound by the
terms of this Note, including but not limited to the subordination provisions
hereof, and reference herein to Holder shall be deemed to refer to such
transferee.

     8.   Miscellaneous.

     (a) All notices, demands, requests and other communications to be given or
delivered pursuant to this Note shall be deemed to have been given when
personally delivered or when received, if mailed by certified or registered
mail, return receipt requested and postage prepaid, and if sent by telefax
(provided the same is confirmed by mail) and in each case delivered or
addressed, if to the Holder, at the address set forth in the first paragraph
hereof and, if to the Company, at 87 Grandview Avenue, Waterbury, Connecticut
06708, or to such changed address as such party may have fixed by notice
(provided, however, that notice of change of address shall be effective only
upon receipt).

     (b) To the extent the Company makes a payment or payments to Holder, which
payment(s) are subsequently invalidated, declared to be fraudulent or
preferential, set


                                       11
<PAGE>

aside, and/or required to be repaid to a trustee, receiver, or any other person
under any bankruptcy, insolvency or similar laws or equitable cause, then, to
the extent such payment(s) are recovered from or repaid by Holder, the
obligations or part thereof intended to be satisfied shall be revived and
continue in full force and effect, as if such payment(s) had not been received
by Holder.

     (c) The words "herein," "hereof," "hereunder" and other words of similar
import refer to this Note as a whole and not to any particular provision.

     (d) The rights, remedies and benefits of Holder hereunder are cumulative
and not exclusive or in limitation of any other rights, remedies or benefits
Holder may have under any agreement, at law, in equity or otherwise.

     (e) The Company agrees to do such further acts and things, and to execute
and deliver such additional agreements, documents and instruments as Holder may
from time to time reasonably request in order to better assure and confirm unto
Holder its rights and remedies hereunder.

     (f) If any provision of this Note shall be held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Note, and this Note shall be construed as if any
invalid, illegal or unenforceable provisions had not been contained herein;
provided, however, that default in the performance or observance by the Company
of any provision of this Note which has been held to be invalid, illegal or
unenforceable shall, notwithstanding such invalidity, illegality or
unenforceability, constitute a Default hereunder, if such default would have
constituted a Default without regard to such invalidity, illegality or
unenforceability.

                                       12
<PAGE>

     (g) The headings contained in this Note are for convenience only and shall
not control or affect the meaning or construction of any provisions hereof.

     (h) If any Default shall occur and Holder proceeds to enforce or pursue any
legal or equitable remedies, the Company agrees to pay all costs, expenses and
fees incurred by Holder (including reasonable attorneys' fees and disbursements)
in connection with the enforcement of this Note or Holder's rights hereunder.

     (i) Holder, the Company and any guarantors, endorsers and any other person
at any time liable for the payment hereof, severally waive the right to a trial
by jury. The Company and any guarantors, endorsers and any other person at any
time liable for the payment hereof, severally waive demand, protest and notice
of protest, diligence, and all other demands and notices in connection with the
delivery, acceptance, performance and enforcement of this Note, and the Company
agrees that Holder may extend the terms for payment or accept partial payment
and the Holder may compromise, subordinate, or take any other action or make any
change with respect to any security in which it hereafter has any interest, all
without discharging or releasing the Company from any of its obligation
hereunder.

     (j) If this Note is mutilated, lost, stolen or destroyed, the Company shall
issue a new note of like form and maturity to Holder upon presentment and
surrender of the mutilated Note, in the case of mutilation, and upon receipt of
evidence of loss, theft or destruction and of indemnity in all other cases, each
in form satisfactory to the Company.

     (k) No delay on the part of Holder in exercising any option, power or right
hereunder, shall constitute a waiver thereof, nor shall Holder be estopped from
enforcing the same or any other provision at any later time or in any other
instance.

                                       13
<PAGE>

     (l) This Note shall not be modified except by a writing signed by both the
Company and Holder. This Note shall be governed by and construed in accordance
with the internal laws of the State of New York, without giving effect to
principles of conflict of laws.

     9. Security. This Note is secured by a second priority security interest in
substantially all the assts of the Company pursuant to the terms set forth in
the Subordinated Pledge and Security Agreement dated as of January 25, 2002
between the Company and Palisade Concentrated Equity Partnership, L.P., as
collateral agent, subject to the terms of the Subordination Agreement.



                                       14
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as
of the date first above written.


                                       OPTICARE HEALTH
                                       SYSTEMS, INC.
                                       By:  _____________________________
                                       Name:
                                       Title:




                                       15