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                                                                  EXECUTION COPY



                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                          OPTICARE HEALTH SYSTEMS, INC.

                           Void after January 2, 2006

                    THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR
                    HYPOTHECATION OF THE WARRANT REPRESENTED
                    BELOW IS SUBJECT TO THE REGISTRATION
                    REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
                    AMENDED (THE "ACT"). THIS WARRANT MAY NOT BE
                    SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
                    HYPOTHECATED UNLESS DULY REGISTERED UNDER
                    THE ACT OR UNLESS, IN THE OPINION OF COUNSEL
                    REASONABLY SATISFACTORY TO THE COMPANY, SUCH
                    TRANSACTION IS EXEMPT FROM THE REGISTRATION
                    PROVISIONS OF THE ACT.

This certifies that, for value received,                          ("Holder") is
entitled, subject to the terms set forth below, to purchase from OPTICARE HEALTH
SYSTEMS, INC., a Delaware corporation (the "Company"),
shares of Common Stock of the Company, par value $.001 per share (the
"Common Stock"), as constituted on the date hereof (the "Warrant Issue Date"),
upon surrender hereof, at the principal office of the Company referred to below,
with the Notice of Exercise form attached hereto duly executed, and simultaneous
payment therefor in lawful money of the United States or otherwise as
hereinafter provided, at the Exercise Price set forth in Section 2 below. The
number, character and Exercise Price of such shares of Common Stock are subject
to adjustment as provided below. The term "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution or exchange therefor as
provided herein.

This Warrant is issued in connection with the transactions described in that
certain Warrant Agreement dated as of October 10, 2000, as amended, by and
between the Company and the Holder (the "Warrant Agreement").

        1. Terms of Warrant. Subject to the terms and conditions set forth
herein, this Warrant shall be exercisable in whole or in part, during the term
commencing thirty (30) days following the Warrant Issue Date and ending at 5:00
p.m., Eastern Daylight Time, on January 2, 2006, and shall be void thereafter.

        2. Exercise Price. The exercise price at which this Warrant may be
exercised shall be      per share of Common Stock, as adjusted from time to
time pursuant to Section 10 hereof (the "Exercise Price").

        3. Exercise of Warrant.

                (a) The purchase rights represented by this Warrant are
        exercisable by the Holder in whole or in part, but not for more than the
        number of shares which may


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        then constitute the maximum number purchasable (such number being
        subject to adjustment as provided in Section 10 below), at any time, or
        from time to time, during the term hereof as described in Section 1
        above, by the surrender of this Warrant and the Notice of Exercise
        annexed hereto duly completed and executed on behalf of the Holder, at
        the office of the Company (or such other office or agency of the Company
        as it may designate by notice in writing to the Holder at the address of
        the Holder appearing on the books of the Company), upon payment (i) in
        cash or by check acceptable to the Company, (ii) by cancellation by the
        Holder of indebtedness or other obligations of the Company to the
        Holder, or (iii) by a combination of (i) and (ii), of the purchase price
        of the shares of Common Stock to be purchased.

                (b) This Warrant shall be deemed to have been exercised
        immediately prior to the close of business on the date of its surrender
        for exercise as provided above, and the person entitled to receive the
        shares of Common Stock issuable upon such exercise shall be treated for
        all purposes as the holder of record of such shares as of the close of
        business on such date. As promptly as practicable on or after such date,
        the Company at its expense shall issue and deliver to the person or
        persons entitled to receive the same a certificate or certificates for
        the number of shares of Common Stock issuable upon such exercise. In the
        event that this Warrant is exercised in part, the Company at its expense
        will execute and deliver a new Warrant of like tenor exercisable for the
        number of shares for which this Warrant may then be exercised.

        4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.

        5. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the
Company, or in the case of mutilation, on surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in lieu of this
Warrant, a new Warrant of like tenor and amount.

        6. Rights of Stockholders. This Warrant shall not entitle its Holder to
any of the rights of a stockholder of the Company.

        7. Reservation of Stock. The Company covenants that during the term this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps necessary to amend its certificate of incorporation as amended
(the "Certificate"), to provide sufficient reserves of shares of Common Stock
issuable upon exercise of the Warrant. The Company further covenants that all
shares that may be issued upon the exercise of rights represented by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes, liens and charges in respect of the issue thereof (other than
taxes in respect of any transfer


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occurring contemporaneously or otherwise specified herein). The Company agrees
that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.

        8. Notices.

                (a) Whenever the Exercise Price or number of shares of Common
        Stock purchasable hereunder shall be adjusted pursuant to Section 10
        hereof, the Company shall issue a certificate signed by its Chief
        Financial Officer setting forth, in reasonable detail, the event
        requiring the adjustment, the amount of the adjustment, the method by
        which such adjustment was calculated, and the Exercise Price and number
        of shares purchasable hereunder after giving effect to such adjustment,
        and shall cause a copy of such certificate to be mailed (by first-class
        mail, postage prepaid) to the Holder of this Warrant.

                (b) In case:

                (i) the Company shall take a record of the holders of its Common
          Stock (or other stock or securities at the time receivable upon the
          exercise of this Warrant) for the purpose of entitling them to receive
          any dividend or other distribution, or any right to subscribe for or
          purchase any shares of stock of any class or any other securities, or
          to receive any other right, or

                (ii) of any capital reorganization of the Company, any
          reclassification of the capital stock of the Company, any
          consolidation or merger of the Company with or into another
          corporation, or any conveyance of 51% of the assets of the Company to
          another corporation, or

                (iii) of any voluntary dissolution, liquidation or winding-up of
          the Company,

then, and in each such case, the Company will mail or cause to be mailed to the
Holder a notice specifying, as the case may be (A) the date on which a record is
to be taken for the purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or right, or (B) the
date on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record of Common Stock
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 15 days prior to the date therein specified.

          (c) All notices and other communications required or permitted
     hereunder shall be in writing and shall be (i) mailed by registered or
     certified mail, postage prepaid, (ii) delivered by reliable overnight
     courier service, (iii) in the case of a fax delivered to the addressee with
     confirmed answer back on a business day during normal business hours, or
     (iv) otherwise delivered by hand or by messenger, addressed

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     (A) if to the Warrant Recipient, to such Warrant Recipient's address set
     forth above, or at such other address as such Warrant Recipient shall have
     furnished to the Company in writing or (B) if to the Company, to the
     address set forth above to the attention of the Secretary, or at such other
     address as the Company shall have furnished to the Warrant Recipient in
     writing.

          9. Amendment.

             (a) This Warrant may not be amended except upon the written consent
     of the Company and the Holder. Any amendment effected in accordance with
     this Section 9 shall be binding upon each future holder of this Warrant and
     the Company.

             (b) No waivers of, or exceptions to, any term, condition or
     provision of this Warrant, in any one or more instances, shall be deemed to
     be, or construed as, a further or continuing waiver of any such term,
     condition or provision.

          10. Adjustments. The Exercise Price and the number of shares
purchasable hereunder are subject to adjustment from time to time as follows:

                10.1 Merger, Sales of Assets, etc. If at any time while this
Warrant, or any portion thereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets,
as or substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 10. The foregoing provisions of this Section 10.1 shall
similarly apply to successive reorganization, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as



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near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

         10.2 Reclassification, etc. If the Company, at any time while this
Warrant, or any portion hereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities of any other class or classes, this Warrant shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as a result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change and the Exercise
Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 10.

         10.3 Split, Subdivision or Combination of Shares. If the Company at any
time while this Warrant, or any portion hereof, remains outstanding and
unexpired shall split, subdivide or combine the securities as to which purchase
rights under this Warrant exist, into a different number of securities of the
same class, the Exercise Price for such securities shall be proportionately
decreased in the case of a split or subdivision or proportionately increased in
the case of a combination.

         10.4 Adjustments for Dividends in Stock or Other Securities or
Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired the holders of the securities as to which purchase rights under this
Warrant exist at the time shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive, without payment therefor, other or additional stock or other
securities or property (other than cash) of the Company by way of dividend, then
and in each case, this Warrant shall represent the right to acquire, in addition
to the number of shares of the security receivable upon exercise of the Warrant,
and without payment of any additional consideration therefor, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock available by it as aforesaid during such period, giving effect
to all adjustments called for during such period by the provisions of this
Section 10.

         10.5 Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 10, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to each Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request, at any time, of any such Holder, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such adjustments
and readjustments; (ii) the Exercise Price at the time in effect; and (iii) the
number of shares and the amount, if any, of other property that at the time
would be received upon the exercise of the Warrant.

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         10.6 No Impairment. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 10 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against impairment.

    11. Miscellaneous.

         11.1 Governing Law. This Warrant shall be governed by and construed
according to the laws of the State of Delaware.

         11.2 References. Unless the context otherwise requires, any reference
to a "Section" refers to a section of this Warrant. Any reference to "this
Section" refers to the whole number section in which such reference is
contained.

         11.3 Definitions. Capitalized terms used in this Warrant but not
defined herein shall have the meanings set forth in the Warrant Agreement.

         11.4 Transfers. The Holder understands and agrees that the certificates
evidencing the Common Stock issuable upon exercise of this Warrant will bear an
appropriate legend evidencing the restricted natures of the Common Stock
indicating that no transfer of any of the Common Stock may be made unless such
Common Stock is registered under the Securities Act of 1933, as amended, or an
exemption from such registration is available, and that the Company will
instruct its transfer agent not to transfer any such shares of Common Stock
unless such transfer shall be made in compliance with such legend. The legend
shall be substantially in the form set forth below:

                   "THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR
                   HYPOTHECATION OF THE SHARES REPRESENTED BY
                   THIS CERTIFICATE ARE SUBJECT TO THE REGISTRATION
                   REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
                   AMENDED (THE "ACT"). THESE SHARES MAY NOT BE
                   SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
                   HYPOTHECATED UNLESS DULY REGISTERED UNDER
                   THE ACT OR UNLESS, IN THE OPINION OF COUNSEL
                   REASONABLY SATISFACTORY TO THE COMPANY, SUCH
                   TRANSACTION IS EXEMPT FROM THE REGISTRATION
                   PROVISIONS OF THE ACT."


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         IN WITNESS WHEREOF, OPTICARE HEALTH SYSTEMS, INC. has caused this
Warrant to be executed by its officers thereunto duly authorized.

Dated:  as of January 5, 2001

                                            OPTICARE HEALTH SYSTEMS, INC.



                                            By___________________________
                                                     Dean J. Yimoyines
                                                     Its CEO

HOLDER:


By_________________________




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                               NOTICE OF EXERCISE

TO:      OPTICARE HEALTH SYSTEMS, INC.

         (1) The undersigned hereby (A) elects to purchase _______ shares of
Common Stock of OPTICARE HEALTH SYSTEMS, INC. pursuant to the provisions of
Section 3(a)(i) of the attached Warrant, and tenders herewith payment of the
purchase price for such shares in full, or (B) elects to exercise this Warrant
for the purchase of ________ shares of Common Stock, pursuant to the provisions
of Section 3(a)(ii) of the attached Warrant.

         (2) In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Common Stock are being acquired solely for the
account of the undersigned and not as a nominee for any other party, and for
investment, and that the undersigned will not offer, sell or otherwise dispose
of any such shares of Common Stock except under circumstances that will not
result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:

                                              ------------------------------
                                              (Name)



                                              ------------------------------
                                              (Name)

         (4) Please issue a new Warrant for the unexercised portion of the
Attached Warrant in the name of the undersigned or in such other name as
specified below:

                                              ------------------------------
                                              (Name)



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

(Date)                                        (Signature)


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