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                       AGREEMENT FOR CONSULTING SERVICES

This Agreement is made and entered into this 16th day of April, 2001, by and
between Morris Anderson & Associates, Ltd., a corporation duly organized and
existing under the laws of the State of Illinois, with corporate offices located
at 1111 East Touhy Avenue, Des Plaines, IL 60018, (hereinafter referred to as
"MoA&A") and OPTICARE HEALTH SYSTEMS, INC., (hereinafter referred to as
"Client"). In consideration of the mutual covenants herein contained, the
parties agree as follows:

1. SCOPE OF WORK. From time to time, Client shall call upon MoA&A to provide
adequate qualified personnel to perform services for Client or on behalf of
Client for its shareholders, creditors or others. This document is a general
definition of the terms and considerations under which those projects are to be
performed. This Agreement for Consulting Services ("Agreement") is not an
authorization to execute any work or to incur any fees billable to the Client.
Such authorization must come directly from the Client in written form
("Work/Project Authorization" or "Authorization"). That Authorization may modify
any or all of the terms of this Agreement. If the Authorization does not cover
the terms and conditions detailed herein, the terms and conditions of this
Agreement shall control. In case of conflict between the terms of such
Authorization and the terms of this Agreement, the terms of the Authorization
shall control. All Authorizations must be accepted by MoA&A to be binding on
MoA&A.

2. COMPENSATION. Client will pay MoM&A for any work undertaken at the agreed
upon project price contained in the Authorization or, if no such project price
has been agreed to, Client will pay MoA&A for each man-hour devoted to the
completion of the work at an hourly rate commensurate with the background and
experience of the individual assigned by MoA&A who performs services pursuant to
the terms of any Authorization and this Agreement. Such hourly rates may be
adjusted by MoA&A from time to time during the performance of services under any
Authorization and this Agreement, in MoA&A's sole discretion upon 30 days
notice. For each project undertaken on behalf of Client for which there is an
agreed upon project price, the price will be payable to MoA&A in accordance with
the terms detailed in the Authorization. Otherwise, MoA&A will invoice weekly
for services performed hereunder and payment shall be due upon presentation of
the invoice.

3. REIMBURSEMENT OF EXPENSES. Client agrees to reimburse MoA&A for all expenses
incurred directly relating to any work undertaken hereunder. Such expenses
include but are not limited to: travel, lodging, meals, equipment and vehicle
rental, clerical supplies and services, and telephone, fax and photocopying
charges. Client shall reimburse MoA&A for all such expenses upon presentation of
the invoice for the same supported by appropriate documentation.

4. SUPPORT SERVICES. Client agrees to provide MoA&A with duplicating,
secretarial and other support services at the location of the work provided they
are reasonably necessary to


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complete the work. Should such services be unavailable at the location of the
work or it is agreed that MoA&A shall provide such services, MoA&A will charge
Client for such services at its regular hourly administrative fee. Such fee will
be due and payable upon presentation of the invoice for the same.

5. RIGHTS TO WORK OUTPUT. Client shall retain exclusive rights to ownership of
all work output hereunder. Work output includes reports issued pursuant to any
Authorization, but excludes, among other things, all working papers of MoA&A and
any correspondence, memoranda, calculations, notes, etc. that MoA&A may have
used in the development of the reports above or such working papers or in the
performance of any work covered by an Authorization. With Client's consent,
MoA&A shall have the right to designate, in writing, certain work product, as
belonging to MoA&A, prior to the creation of such work product and such
designated work product will be the exclusive property of MoA&A.

6. CANCELLATION. Either party hereto may terminate this Agreement prior to the
completion of any project or work authorized hereunder by giving notice to the
other party. Upon such termination of this Agreement, Client will pay MoA&A for
all man-hours worked in accordance with Paragraph 2 hereof up to the time of any
such termination plus all outstanding and unreimbursed expenses and
administrative fees.

7. PERSONNEL. Each party hereto agrees that it will not employ or contract with
any personnel or representatives of the other party hereto during the period of
work provided for hereunder and for a period of one (1) year thereafter without
the written agreement of the other party. This prohibition on employing
personnel or representatives of the other party extends to and bars employment,
or contracting, either directly or indirectly, by each parties' principals,
owners, investors, and affiliates, and any of their successors or assigns, or
any other entities in which any of the principals, owners or investors have more
than a five percent (5%) ownership or investment interest. In the event any
personnel or representative is employed or contracted with contrary to this
paragraph, the employing/contracting party will pay the other party one-third
(1/3) of the first full year total cash compensation to be paid by the
employing/contracting party, regardless of when actually paid to the
employed/contracted personnel or representative. In any dispute under this
provision, the prevailing party will be entitled to its attorney fees and costs
from the other party.

8. INDEPENDENT CONTRACT. Neither MoA&A nor any of its personnel, nor any entity
or personnel performing work or services for MoA&A hereunder shall be deemed to
be an agent, employee, officer or director of Client. Instead, they shall be
deemed to be an independent contractor for Client, except that any personnel of
MoA&A who serves as an elected corporate officer of Client (but not MoA&A) or as
a director, executive or other employee shall be considered an agent or employee
of Client. MoA&A is a Consultant. MoA&A is being retained by Client only as a
consultant. MoA&A is not being hired or retained as an employee, officer or
director of Client. In making decisions with respect to consulting with Client
under this Agreement or taking any other action related to or in connection with
this Agreement, MoA&A shall have no liability to any third party, and shall not
be deemed to be in control of the operations of the Client, or to be an "owner
or operator" or acting as a "responsible person" or managing agent with respect
to the operation or management of the Client.

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9. LIMITATION OF LIABILITY. MoA&A assumes no responsibility or liability under
this Agreement other than to render the services called for hereunder in good
faith, and shall not be responsible for any action taken by Client in following
or declining to follow any advice or recommendations of MoA&A. MoA&A shall only
be liable to Client by reason of acts by MoA&A constituting willful or wanton
misconduct. MoA&A makes no warranties (including any warranties as to
merchantability or fitness) either expressed or implied with respect to any
product or goods supplied by MoA&A or others. Client shall be limited to the
warranties of the respective manufacturers of the products and goods supplied.
MoA&A shall not be liable for any loss or damages resulting from its performance
or failure to perform or resulting from Clients' reliance on counsel given.
MoA&A shall not be liable for any consequential or special damages arising out
of the performance of work or failure to perform work or services or for counsel
given.

10. CONFIDENTIALITY AND INDEPENDENCE. MoA&A will maintain in strict confidence
any and all information of a non-public nature relating to Client or its
business that it may gain or develop in the course of its engagement by Client
(including, without limitation, its own work product and advice to Client), and
will not disclose any such information to any person during or after its
engagement by Client except with the written consent of Client, as permitted by
law or as required by court order. In addition, if information is communicated
to MoA&A or developed by MoA&A at any time which indicates that Client or any of
its affiliates, officers, employees, or shareholders may have been or may be
involved in fraudulent activities of any nature, such information may be
disclosed to any third party as MoA&A, in its sole discretion, deems
appropriate. Upon termination of this Agreement, MoA&A will return to Client all
materials of a non-public nature received from Client in the course of its
engagement, and will either deliver to Client or destroy any copies thereof that
it may have made or received.

MoA&A receives referrals and maintains business relationships with banks,
insurance companies, financial organizations, investors, attorneys, etc. on a
regular basis and has a variety of financial interests. Such relationships and
interests, however, are always dealt with separately from Client's business. In
conjunction with the confidentiality agreement contained herein, MoA&A will not
without Client's consent during the term of this Agreement nor thereafter
knowingly provide any services to any person or entity regarding Client's
business, other than to Client.

11. DISCLAIMER OF CONTROL OVER ENVIRONMENTAL DECISIONS. MoA&A shall not exercise
authority or control over Client's operations or participate in arranging for
the disposal of hazardous wastes and shall not have the ability or power to
direct corporate activities of the Client regarding hazardous waste disposal,
storage and other practices relating in any way to Client's environmental
matters. Furthermore, MoA&A shall not control or have authority over the
activities of a facility from which hazardous substances are released and MoA&A
shall not participate in the management of such a facility. MoA&A shall not be
liable for any environmental response costs incurred by Client or others under
CERCLA or any other applicable state environmental laws and Client shall
indemnify and hold MoA&A harmless for any such costs incurred.


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12. INSURANCE INDEMNIFICATION.

     (a) During the term of MoA&A's retention by the Client during the term of
this Agreement, the Client shall maintain in full force and effect directors'
and officer's liability and commercial liability insurance (including without
limitation fidelity insurance coverage) in commercially reasonable amounts with
responsible, licensed insurance carriers which insures MoA&A and each of its
employees, representatives, contractors and agents acting in the capacity of
Executive Officer, Chief Operating Officer, director, manager, employee,
representative, agent, or other officer of the Client (whether in name or in
fact), and names MoA&A and each such individual as additional insureds thereon,
against all such liabilities ordinarily covered under such directors' and
officers' and commercial liability and fidelity coverage. Client shall provide
MoA&A with a certificate evidencing that such insurance coverage is in full
force and effect at all times during which such services are performed
hereunder.

     (b) Client shall indemnify and hold harmless MoA&A and such of its
employees, representatives, contractors and agents acting in the capacity of
Executive Officer, Chief Operating Officer, director, manager, employee,
representative, agent, or other officer of the Client (whether in name or in
fact) for and against any loss, cost or damage sustained or incurred by such
indemnified parties on account of their respective actual or alleged acts or
omissions as though they formally held such offices, directorships and/or
positions with the Client to the full extent authorized by the Business
Corporation Act of Illinois and the Client's By-Laws; provided, however, that
the foregoing indemnification shall be deemed null and void and of no effect on
the parties in the event that (and to the extent that) such indemnification
limits, terminates, novates or makes voic all or any portions of the insurance
coverage maintained and to be maintained by the Client pursuant to subparagraph
(a) above.

13. AUTHORIZATION. Client warrants and represents that this Agreement has been
duly authorized by Client's Board of Directors and that this Agreement
represents the valid and binding obligation of Client.

14. HEADINGS. Paragraph headings of this Agreement have been inserted for
convenience of reference only and shall not be construed to affect the meaning
of this Agreement.

15. GOVERNING LAW. The terms of this Agreement shall be construed, interpreted
and enforced under laws of the State of Illinois.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.


Morris Anderson & Associates, Ltd.              OPTICARE HEALTH SYSTEMS, INC.

By: /s/ Alan J. Glazer                          By: /s/ Dean J. Yimoyines
    ------------------------------                  ----------------------------
          Its President                                  Its President





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                        MoA&A WORK/PROJECT AUTHORIZATION

In accordance with our Agreement for Consulting Services dated the 16th day of
April, 2001 the undersigned Client OPTICARE HEALTH SYSTEMS, INC. hereby
authorizes MoA&A to undertake the following work and/or projects, at the
specified fees, all as stated below:


DESCRIPTION OF WORK TO BE PERFORMED

TASK #1   DIAGNOSTIC ACTIVITY

     A.   Review and analyze Client's current operations, current and
          prospective markets and products, market positions, organization and
          financial condition

     B.   Establish with Client's top management input, clearly stated
          financial, operational, and organizational objectives.

     C.   Advise Client of strategic changes and alternative courses of action,
          if any, that are required to reach the above stated objectives.


TASK #2   REVITALIZATION PLAN DEVELOPMENT

     A.   Based upon analysis findings and conclusions developed in above,
          confirm and/or prepare and document Client's formal Revitalization
          Business Plan including:

          1.   Detailed outline of Client's strategies, tactical action plans
               and related Timetables with implementation plan for sales,
               marketing, and operations, personnel and organization,
               distribution, and financing.

          2.   Detailed 12-month cash projections and statements of profit and
               loss and financial condition, including detailed underlying
               assumptions.

          3.   Support narrative convering Client history, products, services
               and operations, customer base, competition, management team, and
               financial performance and condition.

     B.   Completed Revitalization Business Plan documents will be presented to
          Client's management for use in implementing internal operating and
          marketing plans as well as presentation to stakeholders.




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TASK #3   REVITALIZATION IMPLEMENTATION

     A.   Present, negotiate and seek approval commitments from all impact
          parties to implement the Revitalization Plan.

     B.   Assist Client's management, as needed, in implementing specific
          marketing, distribution, operational and/or organization strategies
          and action plans.


TASK #4   STABILIZATION ACTIVITIES

     A.   Provide Client with qualified interim management support personnel who
          will work in conjunction with present management to operate the
          day-to-day business affairs of the Client, if and when requested. In
          addition, MoA&A will provide the services of Alan J. Glazer to provide
          the services of Chief Restructuring Officer (CRO) to work in
          conjunction with the Chief Executive Officer and reporting to the
          Board of Directors until Debt Rest, or such time as a satisfactory
          replacement can be oriented to this position. The principal activity
          of the CRO, in addition to traditional position responsibilities will
          be to oversee all of the work provided to Client by MoA&A and to
          implement the Revitalization Plan once it has been adopted.

     B.   Serve as Client's liaison with its secured lenders, creditors and
          other impact parties, to maintain stable operating relationships, and
          negotiate with those parties on behalf of Client until the
          Revitalization Plan has been adopted and implementation begun, and CRO
          at all times will be delegated and have all powers and authority as is
          necessary or appropriate to enable such CRO to carry out such
          responsiblity.


CONSULTING PROJECT FEES

Consulting fees for the work described above will be based on the following
billing rates:

                Partners & Principals                   $300-350/hour
                Senior Consultants/ Specialists         $155-275/hour
                Consultants                             $75-150/hour
                Support Staff                           $25-100/hour

Client will reimburse MoA&A for all reasonable expenses incurred under this Work
Authorization in accordance with the terms specified under Agreement for
Consulting Services dated 4/16, 2001.

Upon signing of this Authorization, MoA&A will receive a retainer of $25,000
prior to commencement of the activities described herein. Subject to the
provisions of the Agreement for Consulting Services, hourly fees and expenses
will be billed and payable on a weekly basis. The retainer above will be applied
to the last $25,000 of fees and expenses due and payable hereunder.





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CANCELLATION

This Authorization can be canceled by either party at any time prior to the
completion of this Authorization in accordance with Paragraph 6 of the
Agreement.


                                             OPTICARE HEALTH SYSTEMS, INC.

Dated:  4/16/01                              By: /s/ Dean J. Yimoyines
        -------                                  -------------------------
                                                     Its _____ President












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