X0202 4 2006-03-06 0 0000082788 REFAC OPTICAL GROUP REF 0001201284 NEWMAN MARK S 5 SYLVAN WAY PARSIPPANY NJ 07054 1 0 0 0 Options to acquire common stock 4.24 2006-03-06 4 J 0 7080 A 2006-03-06 2012-05-21 Common Stock, $0.001 par value per share 7080 33688 D Options to acquire common stock 13.77 2006-03-06 4 J 0 2360 A 2006-03-06 2013-02-28 Common Stock, $0.001 par value per share 2360 33688 D Options to acquire common stock 9.53 2006-03-06 4 J 0 1888 A 2006-03-06 2014-05-07 Common Stock, $0.001 par value per share 1888 33688 D Options to acquire common stock 6.99 2006-03-06 4 J 0 2360 A 2006-03-06 2015-05-09 Common Stock, $0.001 par value per share 2360 33688 D Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among Refac Optical Group (formerly Refac) (the "Company"), OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. ("OptiCare"), on March 6, 2006, options to acquire 290,000 shares of OptiCare common stock held by Mr. Newman were converted into options to acquire 13,688 shares of the Company's common stock. Options to acquire OptiCare common stock were received by Mr. Newman as a director of OptiCare. Options to acquire 20,000 shares of the Company's common stock were received by Mr. Newman as a director of the Company. Such options have an exercise price of $4.78 and expire on May 7, 2014. One third of such options became exercisable on each of May 7, 2004 and May 7, 2005 and the remaining third will become exercisable on May 7, 2006. Robert L. Tuchman, Attorney-in-Fact 2006-03-06