0000899681-02-000031 Sample Contracts

FIRST AMENDMENT TO RESTRUCTURE AGREEMENT
Restructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec

THIS FIRST AMENDMENT is made as of the 5th day of January, 2002 by and between PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), Dean J. Yimoyines ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").

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OPTICARE HEALTH SYSTEMS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK Issue Date: January 25, 2002 Expiration Date: January 24, 2012
Palisade Capital Management LLC/Nj • February 7th, 2002 • Services-specialty outpatient facilities, nec • Delaware

This certifies that, for value received, Palisade Concentrated Equity Partnership, L.P., or its permitted assigns (“Holder”), is entitled to subscribe for Seventeen Million Three Hundred Seventy-Five Thousand (17,375,000) shares of the common stock, $0.001 par value (“Common Stock”), of OPTICARE HEALTH SYSTEMS, INC., a Delaware corporation with its principal offices at 160 Robbins Street, Waterbury, CT 06708 (the “Company”).

RESTRUCTURE AGREEMENT
Restructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec • New York

Agreement made this 17th day of December, 2001 between PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), Dean J. Yimoyines ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").

SECOND AMENDMENT TO RESTRUCTURE AGREEMENT
Restructure Agreement • February 7th, 2002 • Palisade Capital Management LLC/Nj • Services-specialty outpatient facilities, nec

THIS SECOND AMENDMENT is made as of the 22nd day of January 2002 by and among PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. ("Palisade"), DEAN J. YIMOYINES ("Dr. Yimoyines") and OPTICARE HEALTH SYSTEMS, INC. ("OptiCare").

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