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                               AMENDMENT NO. 1 TO
                          REGISTRATION RIGHTS AGREEMENT

         AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the "Amendment")
dated as of May 12, 2003 by and among OptiCare Health Systems, Inc., a Delaware
corporation (the "Company"), Palisade Concentrated Equity Partnership, L.P., a
Delaware limited partnership ("Palisade"), Linda Yimoyines, an individual
resident of the State of Connecticut ("Ms. Yimoyines"), and CapitalSource
Finance, LLC, a Delaware limited liability company ("CapitalSource").

                                   WITNESSETH:

         WHEREAS, the parties hereto entered into a Registration Rights
Agreement dated as of January 25, 2002 (the "Registration Rights Agreement");

         WHEREAS, the Company is issuing to Palisade and Ms. Yimoyines 406,158
shares of its Series C Preferred Stock, par value $.001 per share (the "Series C
Preferred Stock"), pursuant to Letter Agreement made as of the date hereof by
and among the Company, Palisade and Ms. Yimoyines; and

         WHEREAS, the parties hereto desire to amend the Registration Rights
Agreement in order to (i) provide that the shares of Common Stock, par value
$.001 per share, issuable upon conversion of any shares of Series C Preferred
Stock are included in the definition of "Registrable Securities" in the
Registration Rights Agreement, and (ii) correct a scriveners error contained in
Section 8(i).

         NOW, THEREFORE IT IS AGREED:

         Section 1. Amendments to Section 1 of the Registration Rights
Agreement. (a) The following new defined terms are added to Section 1 of the
Registration Rights Agreement:

         Agreement: the Registration Rights Agreement dated as of January 25,
         2002 by and among OptiCare Health Systems, Inc., a Delaware
         corporation, Palisade Concentrated Equity Partnership, L.P., a Delaware
         limited partnership, Linda Yimoyines, an individual resident of the
         State of Connecticut, and CapitalSource Finance, LLC, a Delaware
         limited liability company, and all amendments thereto.

         Series C Preferred Stock: shares of Series C Preferred Stock, par value
         $.001 per share, of the Company.

         (b) The defined term "Registrable Securities" is hereby deleted and the
following new defined term is inserted in lieu thereof:

         Registrable Securities: (i) All shares of Common Stock held by the
         Holders, (ii) all shares of Common Stock issuable upon conversion of
         any Series B Preferred Stock and Series C Preferred Stock held by the
         Holders, (iii) all shares of Common Stock

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         issuable upon exercise of any Warrants held by the Holders, and (iv)
         any securities issued or issuable with respect to the shares of Common
         Stock described in clauses (i), (ii), or (iii) of this sentence by way
         of a stock dividend or stock split or in connection with a combination
         of shares, recapitalization, merger, consolidation or other
         reorganization, until such shares of Common Stock or other securities
         are not Restricted Securities as defined in Section 2(a).

         Section 2. Amendment to Section 8 of the Registration Rights Agreement.
Section 8(i) is hereby deleted and the following is inserted in lieu thereof:

         (i) Entire Agreement. This Agreement sets forth the entire agreement
         and understanding between the parties and supercedes all proposals,
         commitments, writings, negotiations, discussions, agreements and
         understandings, oral or written, of every kind and nature between them
         concerning the subject matter hereof. This Agreement may not be amended
         or otherwise modified except in a writing signed by all parties hereto.
         No discharge of the terms hereof shall be deemed valid unless by full
         performance by the parties or by a writing signed by the parties. A
         waiver by any party of any breach or violation of any provision of this
         Agreement shall not be deemed or construed as a waiver of any other
         breach or violation hereof.

         Section 3. Further Assurances. Each party hereby agrees, at any time
and from time to time after the date hereof, at the reasonable request of the
other parties, to execute and deliver such other agreements, certificates or
instruments as may be reasonably requested in order to more effectively amend
the Registration Rights Agreement as set forth above or to evidence or confirm
this Amendment.

         Section 4. Effect of Amendment. The parties hereby ratify and confirm
all of the provisions of the Registration Rights Agreement, as amended hereby,
and agree and acknowledge that the same as so amended remains in full force and
effect.

         Section 5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York governing
contracts to be made and performed therein without giving effect to principles
of conflicts of law, and, with respect to any dispute arising out of this
Amendment, each party hereby consents to the exclusive jurisdiction of the
courts sitting in such State.

         Section 6. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.


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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


                               OPTICARE HEALTH SYSTEMS, INC.


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


                               PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

                               By: Palisade Concentrated Holdings, LLC
                                   General Partner

                               By: /s/ Eric J. Bertrand
                                   -------------------------------------------
                               Name: Eric J. Bertrand
                               Title: Member

                               CAPITALSOURCE FINANCE, LLC


                               By: /s/ Kathleen Miko
                                   -------------------------------------------
                               Name: Kathleen Miko
                               Title: Vice President


                               /s/ Linda Yimoyines
                               -----------------------------------------------
                               Linda Yimoyines