Exhibit 10.5


                                     PROXY


         This proxy is given in furtherance of the Loan Agreement and the
Promissory Note being executed today among Refac, OptiCare Health Systems,
Inc., a Delaware corporation ("OptiCare") and OptiCare Eye Health Centers,
Inc., a Connecticut corporation.

         Palisade Concentrated Equity Partnership, L.P., a Delaware limited
partnership ("Palisade") is the beneficial and record owner of (i) 19,375,000
shares of common stock, par value $0.001 per share, of OptiCare, (ii) (x)
2,880,599.5 shares of OptiCare Series B preferred stock, par value $0.001 per
share, and (y) accumulated dividends on such shares of preferred stock
convertible into 14,414,043 shares of OptiCare common stock, par value $0.001
per share, (iii) 403,256 shares of OptiCare Series C preferred stock, par value
$0.001 per share, and (iv) 252,525 shares of OptiCare Series D preferred stock,
par value $0.001 per share ((i)-(iv), together with any other shares of
OptiCare common or preferred stock acquired by Palisade after the date hereof,
the "Shares"). Palisade owns the Shares free and clear of all liens, charges,
encumbrances, voting agreements and commitments of every kind, other than the
obligations set forth in the Agreement and Plan of Merger, dated as of August
22, 2005, among Refac, OptiCare, OptiCare Merger Sub, Inc., a Delaware
corporation (the "Merger Agreement"). Except as set forth in the Merger
Agreement, Palisade has the power to vote all Shares without restriction and
that no proxies heretofore given in respect of any or all of the Shares are
irrevocable and that any such proxies have heretofore been revoked.

         Palisade hereby appoints Refac (the "Grantee") as the sole and
exclusive attorney-in-fact and proxy of Palisade, for and in the name, place
and stead of Palisade, with full power of substitution and re-substitution, to
vote, grant a consent or approval in respect of, or execute and deliver a proxy
to vote, the Shares in the discretion of the Grantee, with respect to any
meeting of the stockholders of OptiCare called, and at every postponement or
adjournment thereof, and on every action or approval by written consent of the
stockholders of OptiCare; provided, that the Grantee shall vote the Shares in
accordance with the Merger Agreement.

         This proxy may be revoked by Palisade at any time. If not earlier
revoked, it shall terminate upon the closing of the merger pursuant to the
Merger Agreement.

         IN WITNESS WHEREOF, the undersigned has duly executed this proxy as of
this 1st day of September, 2005.

                     PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

                     By: Palisade Concentrated Holdings, L.L.C., General Partner

                     /s/ Steven E. Berman
                     ----------------------------
                     Name:  Steven E. Berman
                     Title: Member