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                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                          OPTICARE HEALTH SYSTEMS, INC.
                          Void after December 29, 2005


      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"), Four Hundred Thousand
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 December 29, 2000, 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 December 29, 2005, and shall be void thereafter.
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         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 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.
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         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 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,
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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 delivered by fax only, delivered to
the addressee with confirmed answer back on a business day during normal
business hours.

         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


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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 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


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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.

                  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
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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."

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

Dated:  December 29, 2000


                                            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)