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                    SECOND AMENDMENT TO RESTRUCTURE AGREEMENT


       THIS SECOND AMENDMENT is made as of the 22nd day of January 2002 by and
among PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), DEAN J.
YIMOYINES ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").


                               W I T N E S S E T H

       WHEREAS, OptiCare, Palisade and Dr. Yimoyines entered into a certain
Restructure Agreement dated the 17th day of December 2001, amended pursuant to a
First Amendment to Restructure Agreement dated as of the 5th day of January 2002
(collectively, the "Restructure Agreement"), which provided, among other things,
for the contemplation of a settlement and contingency for the settlement with
Bank Austria Creditanstalt Corporate Finance, Inc. as agent for the lenders
("Bank Austria Contingency").

       WHEREAS, CapitalSource Finance, LLC ("CapitalSource") may acquire the
loans due from OptiCare to Bank Austria and all loan documents in connection
with the loan from Bank Austria. This Amendment is made to contemplate that
CapitalSource may acquire such loans and loan documents.

       NOW, THEREFORE, the parties hereto agree to amend the Restructure
Agreement as follows:

       1. The definition of "Bank Austria" shall include its successors and
assigns, including without limitation CapitalSource Finance, LLC. The term "Bank
Austria Contingency" shall include entering into definitive agreements with Bank
Austria, its successors and assigns acceptable to Palisade.

       2. Paragraph D of the Section entitled "Background" is amended to replace
the words "to repay Bank Austria its debt" with the words "to repay to Bank
Austria or its assigns it debt".

       3. Paragraph F of the Section entitled "Background" is amended and
restated in its entirety as follows:

                 "Palisade proposes to provide the investment and loan described
          herein in order to allow OptiCare to, among other things, purchase
          certain physician notes and related assets from Bank Austria for a
          purchase price of $1,350,000, and to make certain payments which will
          permit the purchase by CapitalSource of the Bank Austria debt."

       4. Section 2.5 is amended and restated in its entirety to state:
"CapitalSource shall purchase the Bank Austria Loan."

       5. Section 2.8 is amended and restated in its entirety as follows:

                 "2.8. OptiCare will use a portion of the proceeds of the loans
          from Palisade and Dr. Yimoyines and the stock investments by Palisade
          and Dr. Yimoyines to make a principal payment to CapitalSource,
          subject to CapitalSource's purchase of the Bank Austria debt, after
          giving effect to Bank Austria's the partial forgiveness of the amount
          due


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          Bank Austria, and, in addition, to cancel a certain letter of credit,
          to repurchase certain stock and warrants of OptiCare and/or its
          subsidiaries that are presently owned by Bank Austria, and to acquire
          certain assets of Bank Austria pursuant to an agreement to be entered
          into by OptiCare and Bank Austria (which shall be acceptable to
          Palisade in its sole discretion)."

       6. Paragraph 7 is amended and restated in its entirety as follows:

                 "7. TERMINATION. Palisade shall have the right, in its sole
          discretion, to terminate this Agreement at any time by notice to
          OptiCare (in which case this Agreement shall cease to be of any
          further force and effect), in the event that (i) the Bank Austria
          Contingency is not satisfied in Palisade's sole discretion, (ii)
          CapitalSource advises Palisade or OptiCare that CapitalSource is not
          prepared to proceed to consummate the financing described herein, or
          (iii) any of the Shareholder Proposals is disapproved by OptiCare's
          shareholders. OptiCare shall have the right, in its sole discretion,
          to terminate this Agreement at any time, by notice to Palisade (in
          which case this Agreement shall cease to be of any further force and
          effect) in the event that the Bank Austria Contingency is not
          satisfied in OptiCare's sole discretion."

       7. As amended hereunder, the rights, privileges, duties and obligations
of the parties under the Restructure Agreement shall remain unchanged and in
full force and effect.

       IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first written above.



Signed, Sealed and Delivered            PALISADE CONCENTRATED EQUITY
in the Presence of:                     PARTNERSHIP, L.P.

                                        By: Palisade Concentrated Holdings LLC,
                                        its General Partner
----------------------------------


----------------------------------      By: /s/ Mark S. Hoffman
                                           -------------------------------------



----------------------------------

                                        /s/ Dean J. Yimoyines
----------------------------------      ----------------------------------------
                                        Dean J. Yimoyines



<PAGE>




----------------------------------      OPTICARE HEALTH SYSTEMS, INC.


----------------------------------      By: /s/ William A. Blaskiewicz
                                           -------------------------------------
                                              Name: William A. Blaskiewicz
                                              Title: CFO/VP