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                             SUBORDINATION AGREEMENT

    THIS SUBORDINATION AGREEMENT (this "AGREEMENT") is made and entered into as
of January 25, 2002, between LINDA YIMOYINES, an individual resident of the
State of Connecticut ("YIMOYINES"), PALISADE CONCENTRATED EQUITY PARTNERSHIP,
L.P., a Delaware limited partnership ("PALISADE"; Yimoyines and Palisade shall
be referred to individually and collectively as the "SUBORDINATED LENDER"),
OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation (the "OBLIGOR"), and
CAPITALSOURCE FINANCE LLC ("SENIOR LENDER"), under the Loan Agreement
hereinafter defined.

    WHEREAS, Senior Lender, Obligor, OPTICARE EYE HEALTH CENTERS, INC., a
Connecticut corporation, PRIMEVISION HEALTH, INC., a Delaware corporation and
[OTHER BORROWERS], have entered into that certain Amended and Restated Revolving
Credit, Term Loan and Security Agreement, dated as of the date hereof (as
amended, supplemented or modified from time to time, the "LOAN AGREEMENT") and
the other Loan Documents (as defined in the Loan Agreement), pursuant to which
Senior Lender has agreed to make available to Obligor certain loans which are
secured by a lien on the Collateral (as defined in the Loan Agreement);

    WHEREAS, Obligor currently owes, and from time to time in the future may
owe, certain amounts to Subordinated Lender, including but not limited to
amounts due under promissory notes issued in connection with that certain
Restructure Agreement, dated as of December 17, 2001, as amended by the First
Amendment to Restructure Agreement, dated as of January 3, 2002, and as amended
by the Second Amendment toe Restructure Agreement, dated as of January ____,
2002 (as further amended, supplemented or otherwise modified, the "RESTRUCTURE
AGREEMENT"), together with all other agreements, documents, instruments and
certificates executed or delivered to Subordinated Lender in connection with the
Restructure Agreement, each as amended, supplemented or other modified from time
to time (collectively, the "SUBORDINATED INDEBTEDNESS DOCUMENTS"), and pursuant
to which Obligor has granted or intends to grant Subordinated Lender a lien in
certain personal property of Obligor, including the Collateral;

    WHEREAS, in connection with the proposed financial accommodations being made
by Senior Lender, and as a condition to Senior Lender's agreement to execute,
deliver and perform under the Loan Agreement and the other Loan Documents, the
parties hereto are required to and hereby desire to enter into this Agreement to
evidence their respective rights in connection with the collateral therefor;

    NOW, THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements set forth herein, and as an inducement for Senior
Lender to enter into the Loan Documents, the parties hereto, intending to be
legally bound hereby, do agree as follows:

    1.   Definitions.

         (a) As used in this Agreement, the following terms shall have the
meanings specified in this Section 1(a).

         "BLOCKAGE DATE" shall mean the date of receipt of any Blockage Notice.

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         "BLOCKAGE NOTICE" shall mean a notice signed by Senior Lender and
    delivered to each Subordinated Lender to the effect that a Default or an
    Event of Default has occurred and is continuing under the Loan Documents as
    of the date of such notice.

         "BLOCKAGE PERIOD" shall mean any period commencing from the Blockage
    Date and continuing until, in the case of any acceleration or maturity of
    Senior Indebtedness, the Senior Indebtedness is paid and satisfied in full,
    and, in other cases, until the earliest of (a) 180 days after a Blockage
    Date, (b) the date on which the Subordinated Lender receives written notice
    from Senior Lender that the Blockage Period is terminated, (c) the date on
    which all such Defaults or Events of Default have been cured or have ceased
    to exist or have been waived with Senior Lender's unconditional written
    permission, (d) the date on which the Senior Indebtedness is paid and
    satisfied in full, or (e) upon the commencement of an Insolvency Proceeding.

         "INSOLVENCY PROCEEDING" shall mean any receivership, conservatorship,
    insolvency or bankruptcy proceeding, assignment for the benefit of
    creditors, or any proceeding by or against Obligor or any Guarantor for any
    relief under any bankruptcy or insolvency law or other laws relating to the
    relief of debtors, readjustment of indebtedness or reorganizations,
    including, without limitation, proceedings under the Bankruptcy Code, or
    under other federal, state or local statute, laws, rules and regulations,
    all whether now or hereafter in effect.

         "LIEN ENFORCEMENT ACTION" shall mean (i) any action, whether legal or
    equitable, judicial or non-judicial, to enforce any Lien, security interest,
    restriction, encumbrance, charge, claim or other interest or arrangement now
    or in the future existing, including, without limitation, any repossession,
    foreclosure, public sale, private sale, obtaining of a receiver or retention
    of all or any part of Collateral and (ii) the taking of any collection or
    enforcement action with respect to or upon the occurrence of any default or
    event of default under the Subordinated Indebtedness Documents.

         "SENIOR INDEBTEDNESS" shall mean any and all indebtedness and
    Obligations under the Loan Documents and any and all other indebtedness,
    obligations or amounts, owing or owed by Obligor to Senior Lender, now
    existing or hereafter arising, together with all interest, fees, charges,
    expenses and attorney's fees; provided however that the maximum principal
    amount of Senior Indebtedness shall be $13,500,000.

         "SUBORDINATED INDEBTEDNESS" shall mean the indebtedness and obligations
    under the Subordinated Indebtedness Documents.

         (b) All capitalized terms in this Agreement and not defined herein
shall have the defined meanings provided in the Loan Agreement. References in
this Agreement to any Person shall include such Person and its successors and
permitted assigns.

    2. Lien Subordination by Subordinated Lender. Until full performance and
irrevocable payment in full, in cash, of the Senior Indebtedness in accordance
with the Loan Documents, Subordinated Lender hereby subordinates each Lien,
security interest, or encumbrance in or upon the Collateral that Obligor has
granted to or has vested for security purposes in favor of Subordinated Lender,
to all Liens, security interests, and encumbrances in the Collateral, now or
hereafter existing, for the benefit of or in favor of Senior Lender or any of
its Affiliates or its or their successors or assigns, granted or given by
Obligor to secure the Senior



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Indebtedness, notwithstanding the date or order of attachment, creation,
effectiveness or perfection of any of the foregoing or the provision of any
applicable law or otherwise.

    3. Payment Subordination by Subordinated Lender. Subordinated Lender hereby
subordinates the payment of all and any portion of the Subordinated Indebtedness
to and in favor of the payment of all of the Senior Indebtedness to the extent
and in the manner set forth herein. The parties hereby agree that:

         (a) During any Blockage Period, unless and until all of the Senior
Indebtedness has been fully paid, Subordinated Lender shall not, without the
prior written consent of Senior Lender, accept or receive any direct or indirect
payment (in cash property or security) of all or any part of the Subordinated
Indebtedness (other than securities or obligations subordinated to the Senior
Indebtedness on the terms set forth herein). Upon termination of any Blockage
Period, Obligor may pay and Subordinated Lender may receive any payments on
account of the Subordinated Indebtedness which are otherwise due and payable
(including any payments accruing before or during such Blockage Period).

         (b) Until all Senior Indebtedness has been paid in full, the Obligor
shall not issue any instrument, security or other writing evidencing any part of
the Subordinated Indebtedness or amend or modify in any respect any such
instrument, security or other writing except at the request of and in that
manner requested by Senior Lender if the effect thereof is to (i) increase the
amount of indebtedness or interest rate thereunder or (ii) accelerate the
schedule of repayment thereof; provided however that the foregoing shall not
prevent the Obligor from paying interest on the Subordinated Indebtedness by
increasing the principal amount thereof in accordance with the terms of the
Subordinated Indebtedness.

    4. Remedies Suspension by Subordinated Lender.

         (a) Subject to the provisions hereof, Subordinated Lender hereby
expressly subordinates its right of remedies and action against any Collateral
and against Obligor to the prior performance and irrevocable payment in full, in
cash, of the Senior Indebtedness and to Senior Lender's right to take all
actions and to pursue all remedies against Collateral and against Obligor under
the Loan Documents, and at law and in equity.

         (b) Notwithstanding the foregoing, Subordinated Lender may declare
Subordinated Indebtedness to be due and payable (an "ACCELERATION"), and may
take any other action, including, without limitation, a Lien Enforcement Action,
with respect to Subordinated Indebtedness; provided that (i) Subordinated Lender
delivers to Senior Lender at least ten (10) Business Days prior to such proposed
Acceleration or Lien Enforcement Action written notice that Subordinated Lender
intends to declare such Acceleration or to take such Lien Enforcement Action and
(ii) Senior Lender shall not have delivered a Blockage Notice on or prior to the
latter of (x) such 10th Business Day and (y) the proposed date of such
Acceleration or Lien Enforcement Action. In addition, the Subordinated Lender
may declare an Acceleration (without complying with the proviso to the preceding
sentence) after the Senior Indebtedness has been accelerated.

         (c) Subordinated Lender covenants and agrees that, upon the giving by
Senior Lender of a Blockage Notice, Subordinated Lender shall not declare an
Acceleration or take any Lien Enforcement Action against or with respect to
Collateral or against Obligor (each such occurrence, a "REMEDIES SUSPENSION"),
and any Acceleration declared or Lien Enforcement Action taken on or after the
date of any such Remedies Suspension shall be null and void and of

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no force or effect; provided that Subordinated Lender may declare an
Acceleration after the giving of a Blockage Notice if Senior Lender has
accelerated the Senior Indebtedness. Each Remedies Suspension shall commence on
the date of such Remedies Suspension and shall continue until and cease upon the
end of the applicable Blockage Period to which such Blockage Notice relates.

    5. Blockage Notices.

         (a) Upon receipt of any Blockage Notice, or other notice hereunder,
Obligor shall send copies thereof to each Subordinated Lender; provided that,
any failure by Obligor to deliver any such notice shall not affect the
subordination provisions or other agreements herein.

         (b) Senior Lender agrees that there shall be permitted only one (1)
Blockage Period based upon any one Default or Event of Default during any
three-hundred and sixty-five (365) day period.

         (c) The failure of Senior Lender to send a Blockage Notice with respect
to any Default or Event of Default shall not be deemed a waiver of such Default
or Event of Default.

    6. Representations and Warranties of Obligor and Subordinated Lender.
Obligor and Subordinated Lender each severally represent and warrant to Senior
Lender, with the knowledge and intention that Senior Lender is relying
thereupon, and such representations and warranties shall survive the execution
and delivery of this Agreement, that:

         (a) such Person is not relying on any representation or information of
any nature made by or received from Senior Lender in deciding to execute this
Agreement;

         (b) as of the date hereof, the aggregate outstanding principal amount
of all Subordinated Indebtedness owing (i) to Palisade is [$13,900,000] and (ii)
to Yimoyines is [$100,000], all of which is owing under the Subordinated
Indebtedness Documents and no other Person is an obligor or guarantor of the
Subordinated Indebtedness;

         (c) Subordinated Lenders are the lawful owners of their respective
Subordinated Indebtedness;

         (d) such Person is not a party to or subject or bound by any agreement
conflicting with this Agreement or that relates to the Subordinated Indebtedness
or the Collateral, or any part thereof, other than the Subordinated Indebtedness
Documents and the Loan Documents;

         (e) such Person has all requisite power and authority to execute,
deliver and perform this Agreement and to consummate the transactions
contemplated hereunder;

         (f) when executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms;

         (g) the execution, delivery and performance by such Person of this
Agreement and the consummation of the transactions contemplated hereby (i) have
been duly authorized by all requisite corporate action (if applicable) of such
Person for the lawful execution, delivery and performance thereof, (ii) do not
violate any provisions of (A) applicable law, statute,

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rule, regulation, ordinance or tariff, (B) any order of any court or other
Governmental Authority binding on such Person or any of its or their properties,
or (C) the certificate of incorporation or bylaws (or any other equivalent
governing agreement or document) of such Person (if applicable), or any
agreement by and between such Person and its respective shareholders or equity
owners or among any such shareholders or equity owners; (iii) are not in
conflict with, and do not result in or cause a breach or default of or
constitute an event of default, or an event which, with notice or passage of
time, or both, would constitute or result in a conflict, breach, default or
event of default under, any indenture, agreement (oral or written), or other
instrument to which such Person is a party, or by which the properties or assets
of such Person are bound, and (iv) will not result in the creation or imposition
of any Lien or security interest of any nature whatsoever upon any of the
properties or assets of such Person.

    7. Covenants. Until full performance and irrevocable payment in full, in
cash, of the Senior Indebtedness and except as specifically permitted in this
Agreement:

         (a) Subordinated Lender shall not commence or join with any other
Person in commencing or participating in any Insolvency Proceeding in connection
with Obligor or any Guarantor or any of its or their assets or properties;
provided however, Subordinated Lender may file a proof of claim in any
Insolvency Proceeding commenced by another person;

         (c) neither Subordinated Lender nor Obligor shall assign, sell, pledge,
encumber, dispose of or transfer any interest in Collateral, or Subordinated
Indebtedness Documents related thereto, unless the pledgee or transferee agrees
in writing to be bound by the terms of this Agreement; and

         (d) Subordinated Lender covenants and agrees to deliver to Senior
Lender a written notice that a default or event of default under any of the
Subordinated Indebtedness Documents has occurred simultaneously with any
delivery of such notice to Obligor.

    8. Additional Acknowledgements of Subordinated Lender. Subordinated Lender
acknowledges and agrees that Senior Lender shall have unconditional power and
discretion, without notice to or consent from Subordinated Lender, to make any
modification or amendment at any time to any of the Loan Documents and to deal
in any manner at any time with Collateral, without affecting or discharging, in
whole or in part, the Senior Indebtedness.

    9. Insolvency Proceedings. If there shall occur any Insolvency Proceeding,
Senior Lender shall be entitled to rely upon this Agreement, which the parties
acknowledge is enforceable in accordance with its terms upon the occurrence of
any Insolvency Proceeding, and shall have the right to prove, in addition to its
claims on account of the Senior Indebtedness, its claims hereunder in any such
proceeding, so as to establish its rights hereunder and to receive directly from
any receiver, trustee or other court officer or custodian distributions of any
sort which would otherwise be payable on account of Collateral or Senior
Indebtedness.

    10. Priority. The subordinations and priorities specified in this Agreement
are applicable irrespective of (a) the time or order of attachment, creation,
making or perfection of the Liens and security interests now or hereafter
existing, in favor of either Subordinated Lender or Senior Lender, (b) the time
or order of filing of financing statements, (c) the acquisition of purchase
money or other security interests, or (d) the time of giving or failure to give
notice of the acquisition or expected acquisition of purchase money or other
security interests.

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    11. Turnover of Payments. Notwithstanding any other provision of this
Agreement, the Loan Documents or the Subordinated Indebtedness Documents, should
any payment or distribution prohibited under this Agreement, whether in cash,
securities or other property, be received by Subordinated Lender or any of its
Subsidiaries or Affiliates on account of or with respect to Collateral or in
violation of any Remedies Suspension hereunder, in any form or manner (other
than securities or obligations subordinated to the Senior Indebtedness on the
terms set forth herein), prior to the indefeasible payment in full in cash and
performance and satisfaction of the Senior Indebtedness and termination of the
Loan Agreement, Subordinated Lender or such Subsidiary or Affiliate shall
receive and hold the same in trust, as trustee, for the benefit of Senior Lender
and shall forthwith deliver the same to Senior Lender for application to the
Senior Indebtedness (whether or not such Senior Indebtedness are then due) and
agrees that it shall have absolutely no dominion for its own account over any
such funds except to pay them promptly to Senior Lender for application to the
Senior Indebtedness, and Subordinated Lender covenants promptly to pay the same
to Senior Lender.

    12. Subrogation. Subject to the full performance and irrevocable and
indefeasible payment in full in cash of all Senior Indebtedness and termination
of this Agreement and the Loan Agreement, Subordinated Lender shall be
subrogated to the rights of Senior Lender (to the extent of the payments or
distributions made to Senior Lender pursuant to the provisions of this
Agreement) to receive payments of Obligor applicable to the Senior Indebtedness.
No such payments or distributions applicable to the Senior Indebtedness, as
between Obligor and its creditors other than Senior Lender and Subordinated
Lender, shall be deemed to be a payment by Obligor to or on account of
Subordinated Indebtedness.

    13. Additional Actions and Documents. Subordinated Lender and Obligor each
hereby agrees to take or cause to be taken such further actions, to obtain such
consents and approvals and to duly execute, deliver and file or cause to be
executed, delivered and filed such further agreements, assignments,
instructions, documents and instruments as may be necessary or as may be
reasonably requested by Senior Lender in order to fully effectuate the purposes,
terms and conditions of this Agreement.

    14. Expenses. Obligor shall pay all costs and expenses incurred by Senior
Lender (a) in any effort to enforce this Agreement, (b) in connection with
negotiating, reviewing and executing this Agreement, (c) in defending or
prosecuting any actions, claims or proceedings arising out of or relating to
this Agreement, (d) in seeking or receiving any advice with respect to its
rights and Senior Indebtedness under this Agreement and (e) in connection with
any modification, amendment, waiver or extension of this Agreement.

    15. Notices. Any notice or request under this Agreement shall be given to
any party to this Agreement at such party's address set forth beneath its
signature on the signature page hereto, or at such other address as such party
may hereafter specify in a notice given in the manner required under this
Section 15. Any notice or request hereunder shall be given only by, and shall be
deemed to have been received upon (each, a "RECEIPT"): (i) registered or
certified mail, return receipt requested, on the date on which such received as
indicated in such return receipt, (ii) delivery by a nationally recognized
overnight courier, one (1) Business Day after deposit with such courier, or
(iii) facsimile or electronic transmission on a Business Day, in each case upon
telephone or further electronic communication from the recipient acknowledging
receipt (whether automatic or manual from recipient), as applicable.

    16. Successors and Assigns. This Agreement shall inure to the benefit of
Senior Lender and all future holders of any of the Senior Indebtedness or any of
Collateral and all

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Transferees (as defined below), and each of their respective successors and
permitted assigns. Neither Obligor nor Subordinated Lender may assign, delegate
or transfer this Agreement or any of its rights or Senior Indebtedness under
this Agreement or any Loan Document without the prior written consent of Senior
Lender unless the pledgee, assignee or transferee agrees in writing in form and
substance reasonably satisfactory to Senior Lender to be bound by the terms of
this Agreement. No rights are intended to be created under this Agreement or
under any other Loan Document for the benefit of any third party donee, creditor
or incidental beneficiary of Obligor or Subordinated Lender or any Guarantor.
This Agreement shall be binding upon Obligor and Subordinated Lender and their
respective successors and assigns.

    17. Severability; Captions; Counterparts; Facsimile Signatures. If any
provision of this Agreement is adjudicated to be invalid under applicable laws
or regulations, such provision shall be inapplicable to the extent of such
invalidity without affecting the validity or enforceability of the remainder of
this Agreement which shall be given effect so far as possible. The captions in
this Agreement are intended for convenience and reference only and shall not
affect the meaning or interpretation of the Agreement. The Agreement may be
executed in one or more counterparts (which taken together, as applicable, shall
constitute one and the same instrument) and by facsimile transmission, which
facsimile signatures shall be considered original executed counterparts. Each
party to this Agreement agrees that it will be bound by its own facsimile
signature and that it accepts the facsimile signature of each other party.

    18. Survival. It is the express intention and agreement of the parties
hereto that all covenants, Senior Indebtedness, agreements, representations,
warranties, waivers and indemnities made by Subordinated Lender and Obligor
herein shall survive the execution and delivery of this Agreement until all
Senior Indebtedness are performed and indefeasibly paid in full, in cash.

    19. Effectiveness and Termination. This Agreement shall be effective on the
date hereof and shall continue in full force and effect until full performance
and satisfaction and indefeasible payment in full in cash of all Senior
Indebtedness, all in accordance with the Loan Agreement. The rights and powers
of Senior Lender and Senior Indebtedness of Obligor and Subordinated Lender
hereunder shall continue in full force and effect notwithstanding the
termination of this Agreement or the fact that Obligor's borrowings under the
Loan Agreement may from time to time be temporarily in a zero or credit
position, until all of the Senior Indebtedness have been indefeasibly paid in
full in cash and performed and satisfied in full.

    20. Governing Law; Jurisdiction; Construction. This Agreement 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 Law). Any judicial proceeding
brought by or against Obligor with respect to any of this Agreement or any
related agreement may be brought in any federal or state court of competent
jurisdiction located in the State of New York, and, by execution and delivery of
this Agreement, Obligor accepts for itself and in connection with its properties
generally and unconditionally the non-exclusive jurisdiction of the aforesaid
courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement or any such other agreement. Obligor hereby
waives personal service of process and agrees that service of process upon it
may be made by certified or registered mail, return receipt requested, at its
address specified or determined in accordance with Section 15 hereof, and
service so made shall be deemed completed on the third (3rd) Business Day after
mailing. Nothing herein shall affect the right to serve process in any manner
permitted by law or shall limit the right of Senior Lender to bring proceedings
against Obligor in the courts of any other jurisdiction having jurisdiction over

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Obligor. Obligor waives any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of
jurisdiction or venue or based upon convenience. Any judicial proceedings by
Obligor against Senior Lender involving, directly or indirectly, any matter or
claim in any way arising out of, related to or connected with this Agreement,
shall be brought only in a federal or state court located in the State of New
York. Each party hereto acknowledges that both parties participated in the
negotiation and drafting of this Agreement and that, accordingly, neither party
shall move or petition a court construing this Agreement to construe it more
stringently against one party than against the other.

    21. Certain Waivers. Each of Obligor and Subordinated Lender hereby waives
(i) all defenses and counterclaims it may have or could interpose in any action
or procedure brought by Senior Lender to obtain an order of court recognizing
the assignment of or security interests and Liens of Senior Lender in and to any
Collateral, and (ii) to the extent permitted by applicable law, any rights it
may have to enjoin or otherwise obtain a judicial or administrative order to
prevent Senior Lender from taking, any action with respect to all or any part of
Collateral.

    22. Jury Waiver. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION (I) ARISING UNDER THIS
AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS EVIDENCED OR
CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY BENCH
TRIAL WITHOUT A JURY, AND THAT EITHER PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY.

    23. Entire Agreement. This Agreement and the other Loan Documents constitute
the entire agreement between Subordinated Lender, Obligor and Senior Lender with
respect to the subject matter hereof and thereof, and supersede all prior
agreements and understandings, if any, relating to the subject matter hereof or
thereof.

    24. No Third Party Beneficiary. This Agreement is not intended to benefit or
confer any rights upon the Obligor or Subordinated Lender or upon any third
party, and Subordinated Lender agrees that Senior Lender has no duties of any
nature whatsoever to Subordinated Lender, whether express or implied, by virtue
of this Agreement, or by operation of law.

    25. Confidentiality. Each of Obligor and Subordinated Lender agrees (a) to
treat this Agreement and all other Loan Documents and all provisions of the Loan
Documents confidentially and not to transmit any copy hereof or thereof or
disclose the contents hereof or thereof, in whole or in part, to any Person
(including, without limitation, any financial institution or intermediary)
without Senior Lender's prior written consent, other than to Obligor's and
Subordinated Lender's respective advisors and officers on a need-to-know basis,
(b) that Obligor and Subordinated Lender shall inform all such Persons who
receive information concerning this Agreement or any of the Loan Documents of
the confidential nature hereof and thereof and shall direct them to treat the
same confidentially and not to disclose it to any other Person, and (c) that
each of them shall agree to be bound by these provisions. Senior Lender reserves
the right to review and approve all materials that Obligor or Subordinated
Lender prepares that contain



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Senior Lender's name or that describes or refers to this Agreement or any of the
terms hereof or any of the transactions contemplated hereby. Obligor and
Subordinated Lender agree not to, and shall not permit any of their Respective
Affiliates to, use Senior Lender's name in connection with any of its business
operations.

    26. Consents of Subordinated Lender. Subordinated Lender hereby consents to
and approves and authorizes all terms and provisions of the Loan Documents, the
creation of the Senior Indebtedness and the granting of security interests by
Obligor in and to Collateral pursuant to the Loan Documents and otherwise and to
all of the transactions contemplated by the Loan Documents. Subordinated Lender
and Obligor each hereby agrees and acknowledges and represents and warrants that
none of the foregoing are or shall be considered a violation or breach of or
default under any of the Subordinated Indebtedness Documents. Subordinated
Lender acknowledges and confirms that this Agreement is intended to be an
inducement to Senior Lender to perform the Loan Agreement and the other Loan
Documents.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

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    IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Subordination Agreement as of the date first written above.

SENIOR LENDER:

CAPITALSOURCE FINANCE LLC

By: ________________________________
     Kathleen M. Miko
     Deputy General Counsel

Address for Notices:
-------------------
CAPITALSOURCE FINANCE LLC
4445 Willard Avenue, 12th Floor
Chevy Chase, Maryland  20815
Attention:  Loan Management Officer
Telephone:  (301) 841-2700
FAX:  (301) 841-2340
E-mail:  dcole@capitalsource.com


OBLIGOR:

OPTICARE HEALTH SYSTEMS, INC.

By: ________________________________
     Name:
     Title:

SUBORDINATED LENDER:


-----------------------------------
LINDA YIMOYINES, INDIVIDUALLY


PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

By: Palisade Concentrated Holdings LLC,
    its General Partner

By: ________________________________
     Name:
     Title:

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