EMPLOYMENT AGREEMENT

     This Employment Agreement (the "Agreement") is made as of January 12, 2005
between OptiCare P.C. a Connecticut professional corporation (the "Company") and
Dr. Dean J. Yimoyines, an individual resident of the State of Connecticut
("Executive").

     1. Employment; Duties. The Company hereby employs Executive, and Executive
hereby accepts employment, as President and Chief Executive Officer of the
Company. In such capacity, Executive shall perform such executive duties and
exercise such powers for the Company and its subsidiaries (if any) as the
Company's Board of Directors (the "Board of Directors") may lawfully assign to
or vest in him from time to time commensurate with his position as President and
Chief Executive Officer of the Company and, as such, from and after the date
hereof shall report directly to and shall be subject to the direction of the
Company's Board of Directors. Executive shall devote such time to the
performance of his duties as he, in his reasonable discretion, deems necessary
in order for the Company to provide the services it is required to provide and
otherwise meet its obligations under the Professional Services and Support
Agreement, dated as of December 1, 1995, by and between the Company and OptiCare
Eye Health Centers, Inc. ("Health Centers"), as amended by that certain
Amendment No. 1 to Professional Services and Support Agreement, dated as of
December 31, 2004, by and between the Company and Health Centers (the "PSSA").
Subject to the foregoing, the Company acknowledges and agrees that Executive
shall be permitted to devote business time and efforts to his duties as an
officer of Wise Optical, LLC, AECC/Pearlman Buying Group, LLC, WO, LLC, AP, LLC
and such other business ventures as Executive shall designate in his reasonable
discretion

     2. Term. The Company agrees to employ Executive, and Executive agrees to
serve the Company, on an "at will" basis, which means that either the Company or
Executive may terminate Executive's employment with the Company at any time and
for any or no reason; provided, that, in the event that Executive desires to so
terminate his employment, in order to ensure a smooth transition of operations,
Executive agrees to give the Company and Health Centers at least 180 days prior
written notice of such termination. The period commencing with the date hereof
and ending on the effective date of any termination of employment hereunder is
referred to herein as the "Term."

     3. Compensation. Subject to Section 4(c) below, during the Term, the
Company shall pay to Executive compensation equal to an annual base salary
("Base Salary") at the rate of $245,000 per annum, payable in accordance with
the Company's normal payroll practices. The Base Salary, together with the
benefits set forth in Paragraph 4 below, shall constitute Executive's sole
compensation payable by the Company.

     4. Other Compensation and Benefits. In addition to the compensation
specified in Section 3, the Company shall provide the following to Executive:



          (a) Benefits. During the Term, Executive shall be entitled to (i) the
right to participate in the Company's 401(k) plan, including matching rights
thereunder consistent with the Company's policy for other employees, (ii)
participate in any medical expense plan and dental expense plan maintained by
the Company, (iii) participate in the Company's medical malpractice insurance
plan, (iv) to the extent approved in advance in writing by Health Centers,
reimbursement of reasonable and necessary business and travel expenses incurred
by him in the performance of his duties as President of the Company, (v) the
right to receive for Executive and his immediate family, without cost, spectacle
lenses from any OptiCare eye health center, (vi) up to $18,300 per annum in the
aggregate for the purchase of life insurance, disability insurance and tax
preparation services, and (vii) participate in the Company's Continuing Medical
Education (CME) program to the same extent provided to other medical doctors
employed by the Company.

          (b) Directors and Officers Liability Insurance. Executive shall be
covered by the Company's directors and officers liability insurance to the
extent that the Company currently has or in the future obtains such insurance,
for so long as Executive remains an executive officer or director.

          (c) Offset. The cost to the Company of providing any benefits to
Executive not identified in Section 4(a) or (b) above shall result in a
dollar-for-dollar offset to Executive's Base Salary.

     5. Miscellaneous.

          (a) Withholding Taxes. The Company shall withhold from all salary,
bonus or other benefits payable under this Agreement all federal, state, city or
other taxes as shall be required pursuant to any law or governmental regulation
or ruling.

          (b) Entire Agreement; Binding Effect. This Agreement, together with
the PSSA and the Transition Agreement (the "Transition Agreement"), dated as of
the date hereof, between OptiCare Health Systems, Inc. ("OptiCare") and
Yimoyines, set forth the entire understanding between the parties as to the
subject matter of this Agreement and supersede all prior agreements,
commitments, representations, writings and discussions between them. This
Agreement may be amended or modified only by a written instrument executed by
the Company and Executive, which instrument is approved in writing by Health
Centers.

          (c) Absence of Conflict. Executive represents and warrants that his
employment by the Company as described herein will not conflict with and will
not be constrained by any prior employment or consulting agreement or
relationship.

          (d) Waivers. No party shall be deemed to have waived any right, power
or privilege under this Agreement or any provisions hereof unless such waiver
shall have been duly executed in writing and acknowledged by the party to be
charged with such waiver. The failure of any party at any time to insist on
performance of any of the provisions of this Agreement shall in no way be
construed to be a waiver of such provisions, nor in any way to affect the
validity of


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this Agreement or any part hereof. No waiver of any breach of this Agreement
shall be held to be a waiver of any other subsequent breach.

          (e) Notices. All notices, approvals, consents, requests or demands
required or permitted to be given under this Agreement shall be in writing and
shall be deemed sufficiently given on the earlier of (i) actual receipt, (ii)
three business days after being deposited in U.S. mail, registered or certified,
postage prepaid, (iii) upon delivery, if delivered by hand, (iv) one business
day after transmission, if sent by facsimile (confirmation received) and (v) one
business day after the business day of deposit with a reputable overnight
courier for next business day delivery, freight prepaid. Notice in each case
shall be addressed to the party entitled to receive such notice at the following
address (or other such addresses as the parties may subsequently designate):

     The Company:   OptiCare P.C.
                    87 Grandview Avenue
                    Waterbury, CT 06708
                    Attn: President
                    Fax: 203-596-2227

     Executive:     Dr. Dean J. Yimoyines
                    9 Bristol Road
                    Middlebury, CT 06762
                    Fax: 203-758-9645

          (f) Governing Law; Jurisdiction. This Agreement shall be governed by,
and construed and enforced in accordance with, the employment laws of the State
of New York and the other laws of the State of Connecticut as they apply to
contracts entered into and to be wholly performed therein by residents thereof.
In addition, each party hereto irrevocably and unconditionally agrees that any
suit, action or other legal proceeding arising out of this Agreement may be
brought only in a state or federal court within the Southern District of New
York.

          (g) Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable of
void, this Agreement shall continue in full force and effect without said
provision.

          (h) Effect of Headings. The Section and subsection headings contained
herein are for convenience only and shall not affect the construction hereof.

          (i) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one instrument. Facsimile signatures shall be
deemed originals for all purposes hereunder.


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                            [Signature Page Follows]


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     IN WITNESS WHEREOF, the parties have caused this Employment Agreement to be
duly executed by their duly authorized signatories as of the day and year first
written above.

                                      OPTICARE P.C.


                                      By:
                                          --------------------------------------
                                      Name:
                                      Title:

                                      EXECUTIVE


                                      ------------------------------------------
                                      Dr. Dean J. Yimoyines


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