CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION
                                       OF

                            SARATOGA RESOURCES, INC.

           (Under Section 242 of the Delaware General Corporation Law)

       SARATOGA RESOURCES, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

       1. The name of the corporation is SARATOGA RESOURCES, INC. (the
"Corporation").

       2. The certificate of incorporation is hereby amended by striking out
Article FIRST thereof and substituting in lieu thereof the following new Article
FIRST:

              "FIRST: The name of the corporation is "OPTICARE HEALTH SYSTEMS,
       INC." (the "Corporation")."

       3. The certificate of incorporation is hereby amended by striking out
Article FOURTH thereof and substituting in lieu thereof the following new
Article FOURTH:

              "FOURTH: (i) The total number of shares of stock which the
       Corporation shall have authority to issue is fifty-five million
       (55,000,000), of which stock five million (5,000,000) shares of the par
       value of $0.001 each, amounting in the aggregate to $5,000, shall be
       designated Preferred Stock (hereinafter referred to as "Preferred
       Stock"), and of which stock fifty million (50,000,000) shares of the par
       value of $0.001 each, amounting in the aggregate to $50,000, shall be
       designated Common Stock (hereinafter referred to as "Common Stock").

              (ii) The Preferred Stock may be issued from time to time in one or
       more series, each such series to have distinctive serial designations.
       The Board of Directors is hereby authorized to issue the shares of
       Preferred Stock in such series and to fix from time to time before
       issuance the number of shares to be included in any series and the
       designation, relative powers, preferences and rights and qualifications,
       limitations or restrictions of all shares of such series. The authority
       of the Board of Directors with respect to each series shall include,
       without limiting the generality of the foregoing, the determination of
       any or all of the following:

              (1)   The number of shares of any series and the designation to
                    distinguish the shares of such series from the shares of all
                    other series;

              (2)   The voting powers, if any, and whether such voting powers
                    are full or limited in such series;



              (3)   The redemption provisions, if any, applicable to such
                    series, including the redemption price or prices to be paid;

              (4)   Whether dividends, if any, shall be cumulative or
                    noncumulative, the dividend rate of such series, and the
                    dates and preferences of dividends on such series;

              (5)   The rights of such series upon the voluntary or involuntary
                    dissolution of, or upon any distribution of the assets of,
                    the Corporation;

              (6)   The provisions, if any, pursuant to which the shares of such
                    series are convertible into, or exchangeable for, shares of
                    any other class or classes of any other series of the same
                    or any other class or classes of stock, or any other
                    security, of the Corporation or any other corporation, and
                    price or prices or the rates of exchange applicable thereto;

              (7)   The right, if any, to subscribe for or to purchase any
                    securities of the Corporation or any other corporation;

              (8)   The provisions, if any, of a sinking fund applicable to
                    such series; and

              (9)   Any other relative, participating, optional or other special
                    powers, preferences, rights, qualifications, limitations or
                    restrictions thereof;

       all as shall be stated in such resolution or resolutions of the Board of
       Directors of the Corporation providing for the issue of such Preferred
       Stock (a "Preferred Stock Designation").

              (iii) Except where otherwise set forth in the resolution or
       resolutions adopted by the Board of Directors of the Corporation
       providing for the issue of any series of Preferred Stock created thereby,
       the number of shares comprising such series may be increased or decreased
       (but not below the number of shares then outstanding) from time to time
       by like action of the Board of Directors of the Corporation.

              (iv) Shares of any series of Preferred Stock which have been
       redeemed (whether through the operation of a sinking fund or otherwise),
       purchased or otherwise acquired by the Corporation, or which, if
       convertible or exchangeable, have been converted into or exchanged for
       shares of stock of any other class or classes, shall have the status of
       authorized and unissued shares of Preferred Stock and may be reissued as
       a part of the series of which they were originally a part or may be
       reclassified or reissued as part of a new series of Preferred Stock to be
       created by resolution or resolutions of the Board of Directors or as part
       of any other series of Preferred Stock, all subject to the conditions or
       restrictions adopted by the Board of Directors of the Corporation
       providing for the issue of any series of Preferred Stock and to any
       filing required by law.

              (v) Each share of Common Stock shall entitle the holder thereof to
       one vote, in person or by proxy, at any and all meetings of the
       stockholders of the Corporation on all propositions before such meetings.
       No holder of Common Stock shall have the right to cumulate such

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       holder's votes for the election of directors, but each holder of Common
       Stock shall be entitled to one vote for each share held thereof in the
       election of each director of the Corporation.

              (vi) Except as may be provided in this Certificate of
       Incorporation or by the Board of Directors in a Preferred Stock
       Designation, the Common Stock shall have the exclusive right to vote for
       the election of directors of the Corporation and for all other purposes,
       and holders of Preferred Stock shall not be entitled to receive notice of
       any meeting of stockholders at which they are not entitled to vote or
       consent.

              (vii) Subject to all of the rights of the Preferred Stock or any
       series thereof, the holders of the Common Stock shall be entitled to
       receive, when, as and if declared by the Board of Directors of the
       Corporation, out of funds legally available therefor, dividends payable
       in cash, stock or otherwise.

              (viii)Upon any liquidation, dissolution or winding up of the
       Corporation, whether voluntary or involuntary, and after the holders of
       the Preferred Stock of each series shall have been paid in full the
       amounts to which they respectively shall be entitled, or a sum sufficient
       for such payments in full shall have been set aside, the remaining net
       assets of the Corporation shall be distributed pro rata to the holders of
       the Common Stock in accordance with their respective rights and
       interests, to the exclusion of the holders of the Preferred Stock
       provided, however, a Preferred Stock Designation may provide that a
       series of preferred Stock shall be entitled to share in the residual
       value of the Corporation, in addition to any preferences it shall be
       entitled to upon any liquidation, dissolution or winding up of the
       Corporation.

              (ix) At the Effective Time (as hereinafter defined) of this
       Certificate of Amendment, each share of common stock, par value $0.001
       per share issued and outstanding immediately prior to the Effective Time
       ("Old Common Stock"), shall automatically be reclassified and continued
       (the "Reverse Split"), without any action on the part of the holder
       thereof, as 0.06493 of one share of common stock, par value $0.001 per
       share of the Corporation. The Corporation shall not issue fractional
       shares on account of this Reverse Split. Holders of common stock who
       would otherwise be entitled to a fraction of a share on account of the
       Reverse Split shall receive, upon surrender of the stock certificates
       formerly representing shares of the Old Common Stock in lieu of such
       fractional share, an amount in cash (the "Cash-in-Lieu Amount") equal to
       the product of (i) the fractional share which a holder would otherwise be
       entitled to, multiplied by (ii) $1.50 divided by (iii) 0.06493. No
       interest shall be payable on the Cash-in-Lieu Amount.

       4. The certificate of incorporation is hereby amended by adding after
Article ELEVENTH thereof a new Article TWELFTH, which reads in its entirety as
follows:

              "TWELFTH: (i) The Corporation shall indemnify any person who was
       or is a party or witness, or is threatened to be made a party or witness,
       to any threatened, pending or completed action, suit or proceeding by or
       in the right of the Corporation, whether civil, criminal, administrative
       or investigative (including a grand jury proceeding) by reason of the
       fact that he or she is or was a director or officer of the Corporation,
       is or was serving at the request of the Corporation as a director,
       officer, employee, agent, partner or trustee (or in any

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       similar position) of another corporation, partnership, joint venture,
       trust, employee benefit plan or other enterprise, to the fullest extent
       authorized or permitted by the General Corporation Law of the State of
       Delaware and any other applicable law, as the same exists or may
       hereafter be amended (but, in the case of any such amendment, only to the
       extent that such amendment permits the Corporation to provide broader
       indemnification rights than said law permitted the Corporation to provide
       prior to such amendment), against expenses (including attorneys' fees),
       judgments, fines and amounts paid in settlement actually and reasonably
       incurred by him or her in connection with such action, suit or
       proceeding, or in connection with any appeal thereof. Such right to
       indemnification shall include the right to payment by the Corporation of
       expenses incurred in connection with any such action, suit or proceeding
       in advance of its final disposition; provided, however, that the payment
       of such expenses incurred by a director or officer in advance of the
       final disposition of such action, suit or proceeding shall be made only
       upon delivery to the Corporation of an undertaking, by or on behalf of
       such director or officer, to repay all amounts so advanced if it should
       be determined ultimately that such director or officer is not entitled to
       be indemnified under this Article or otherwise.

              (ii) Any indemnification or advancement of expenses required under
       this Article shall be made promptly, and in any event within sixty (60)
       days, upon the written request of the person entitled thereto. If the
       Corporation determines that the person is entitled to indemnification
       pursuant to this Article, and the Corporation fails to respond within
       sixty (60) days to a written request for indemnification or advancement
       of expenses, in whole or in part, or if payment in full pursuant to such
       request is not made within sixty (60) days, the rights to indemnification
       and advancement of expenses shall be enforceable by such person in any
       court of competent jurisdiction. Such person's costs and expenses
       incurred in connection with successfully establishing his or her right to
       indemnification, in whole or in part, in any such action or proceeding
       shall also be indemnified by the Corporation. It shall be a defense to
       any such action (other than an action brought to enforce a claim for
       advancement of expenses pursuant to this Article where the required
       undertaking has been received by the Corporation) that the claimant has
       not met the standard of conduct set forth in the General Corporation Law
       of the State of Delaware, but the burden of proving such defense shall be
       on the Corporation. Neither the failure of the Corporation (including the
       Board of Directors, independent legal counsel or the stockholders) to
       have made a determination that the claim is proper in the circumstances
       because the claimant has not met the applicable standard of conduct set
       forth in the General Corporation Law of the State of Delaware, nor the
       fact that there has been an actual determination by the Corporation
       (including the Board of Directors, independent legal counsel or the
       stockholders) that the claimant has not met such applicable standard of
       conduct, shall be a defense to the action or create a presumption that
       the claimant has not met the applicable standard of conduct. The
       termination of any action, suit or pro ceeding by judgment, order,
       settlement, conviction, or upon a plea of nolo contendere or its
       equivalent shall not, of itself, create a presumption that the person
       seeking indemnification did not act in good faith and in a manner which
       he or she reasonably believed to be in, or not opposed to, the best
       interests of the Corporation, and, respect to any criminal action or
       proceeding, had reasonable cause to believe that his or her conduct was
       unlawful.

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              (iii) The indemnification and advancement of expenses provided by,
       or granted pursuant to, this Article TWELFTH shall not be deemed
       exclusive of any other rights to which those seeking indemnification or
       advancement of expenses may be entitled under any by-law, agreement, vote
       of stockholders or disinterested directors or otherwise, both as to acts
       or omissions to act in his or her official capacity and as to acts or
       omissions to act in another capacity while holding such office, and shall
       continue as to a person who has ceased to be a director, officer,
       employee or agent, and shall inure to the benefit of the heirs, executors
       and administrators of such a person. Any repeal or modification of the
       provisions of this Article TWELFTH shall not affect any obligations of
       the Corporation or any rights regarding indemnification and advancement
       of expenses of a director, officer, employee or agent with respect to any
       threatened, pending or completed action, suit or proceeding for which
       indemnification or the advancement of expenses is requested, in which the
       alleged cause of action accrued at any time prior to such repeal or
       modification.

              (iv) The Corporation may purchase and maintain insurance, at its
       expense, to protect itself and any person who is or was a director,
       officer, employee or agent of the Corporation, or is or was serving at
       the request of the Corporation as a director, officer, employee or agent
       of another corporation, partnership, joint venture, trust, employee
       benefit plan or other enterprise against liability asserted against him
       or her in any such capacity, or arising out of his or her status as such,
       whether or not the Corporation would have the power to indemnify him or
       her against such liability under the provisions of this Article TWELFTH,
       the General Corporation Law of the State of Delaware or otherwise.

              (v) If this Article TWELFTH or any portion thereof shall be
       invalidated on any ground by any court of competent jurisdiction, then
       the Corporation shall nevertheless indemnify each director and officer of
       the Corporation as to expenses (including attorneys' fees), judgments,
       fines and amounts paid in settlement with respect to any action, suit or
       proceeding, whether civil, criminal, administrative or investigative,
       including, without limitation, a grand jury proceeding and an action,
       suit or proceeding by or in the right of the Corporation, to the fullest
       extent permitted by any applicable portion of this Article TWELFTH that
       shall not have been invalidated, by the General Corporation Law of the
       State of Delaware or by any other applicable law."

       5. The amendments set forth herein were duly adopted in accordance with
Section 242 of the Delaware General Corporation Law.

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       IN WITNESS WHEREOF, this Certificate has been signed by the President of
the Corporation on the date set forth below.

Date: August 10, 1999

                                          /s/Thomas F. Cooke
                                          -------------------------------------
                                          Thomas F. Cooke, President


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