CERTIFICATE OF DESIGNATION

                                     of the

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       of

                          OPTICARE HEALTH SYSTEMS, INC.
                        (f/k/a SARATOGA RESOURCES, INC.)

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

        OptiCare Health Systems, Inc., f/k/a Saratoga Resources, Inc., a
Delaware corporation (the "Corporation"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation pursuant to
the authority of the Board of Directors as required by Section 151 of the
Delaware General Corporation Law:

        RESOLVED: That pursuant to the provisions of Section 151(g) of the
General Corporation Law of Delaware, and in exercise of the powers vested in the
Board of Directors pursuant to the Certificate of Incorporation of the
Corporation, the Corporation hereby establishes a series of the Corporation's
Preferred Stock, par value $0.001 per share, to be known and designated as
Series A Convertible Preferred Stock (the "Series A Preferred Stock"), such
series of stock to consist of 550,000 shares and to have the powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions set forth in Exhibit A attached
hereto; and that a Certificate of Designation reflecting the foregoing
designation be filed with the Secretary of State of Delaware.

        IN WITNESS WHEREOF, the Corporation has executed this Certificate of
Designation as of the 13th day of August, 1999.


OPTICARE HEALTH SYSTEMS, INC.


By: /s/ Steven L. Ditman
   ------------------------------
   Name:  Steven L. Ditman
   Title: Chief Financial Officer


                                                                       EXHIBIT A
                                                                       ---------

                             DESIGNATION OF TERMS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                      ------------------------------------

        Section 1. Designation and Rank. The number of shares which shall
constitute the Series A Convertible Preferred Stock (the "Series A Preferred
Stock") shall be 550,000 shares, par value $0.001 per share. All shares of
Series A Preferred Stock shall rank equally and be identical in all respects.
The Corporation shall not be restricted from issuing additional securities of
any kind, including shares of preferred stock of any class, series or
designation (including, without limitation, preferred stock ranking in parity or
superior as to rights and preferences with the Series A Preferred Stock now or
hereafter authorized), provided that issuances of the Series A Preferred Stock
shall be limited to issuances to a Regulated Holder (as hereinafter defined) or
an Affiliate of a Regulated Holder. For purposes of this provision, "Regulated
Holder" shall mean any holder subject to the provisions of (i) the Bank Holding
Company Act of 1956, as amended, (ii) Regulation Y of the Board of Governors of
the Federal Reserve System (12 C.F.R. Part 225), or (iii) any law, rule
regulation that is successor to either of the foregoing.

        Section 2. Dividends. Dividends and other distributions, payable in cash
or other property shall be paid on the Series A Preferred Stock equally, ratably
and on a parity with such dividends and other distributions paid on the Common
Stock, as and when such dividends and other distributions are declared by the
Board of Directors of the Corporation, as though the Common Stock and Series A
Preferred Stock were one and the same class; provided that in determining the
number of shares of Series A Preferred Stock outstanding and entitled to receipt
of any such dividend or other distribution, each share of Series A Preferred
Stock outstanding shall be deemed to be equal to the number of shares of Common
Stock into which one share of Series A Preferred Stock could have been converted
on the date on which the holders of Common Stock and Series A Preferred Stock
were determined to receive payment of such dividend or other distribution, after
giving effect to any adjustments.

        Section 3. Voting Rights. Except as otherwise specifically provided by
applicable law, the holders of Series A Preferred Stock shall not be entitled to
vote or give a consent to or on any matters required or permitted to be
submitted to the shareholders of the Corporation for their approval.

        Section 4. Liquidation. The Series A Preferred Stock shall be preferred
upon liquidation over the Common Stock and any other class or classes of stock
of the Corporation which by its terms expressly provides that it ranks junior in
rights and preferences to the Series A Preferred Stock upon liquidation, so that
holders of shares of Series A Preferred Stock shall be entitled to be paid,
after full payment is made on any stock ranking prior to the Series A Preferred
Stock as to rights and preferences, but before any distribution is made to the
holders of the Common Stock and such junior stock upon the voluntary or
involuntary dissolution, liquidation or winding up of the Corporation, an amount
equal to $0.01 per share of Series A Preferred Stock. If, upon any such
liquidation, dissolution or winding up of the Corporation, its net assets are
insufficient to permit the payment in full of the amounts to which the holders
of all outstanding shares of Series A Preferred Stock are entitled as above
provided, the entire net assets of the Corporation remaining (after full payment
is



made on any classes or series of stock ranking prior to the Series A Preferred
Stock) shall be distributed among the holders of shares of Series A Preferred
Stock in amounts proportionate to the full preferential amounts to which they
and holders of shares of preferred shares ranking in parity with the Series A
Preferred Stock are entitled. After such payment shall have been made in full to
the holders of the Series A Preferred Stock, the remaining assets of the
Corporation shall be divided and distributed among the holders of the
outstanding Series A Preferred Stock and the holders of the other classes of
stock then outstanding according to their respective rights and shares, with the
holders of the Series A Preferred Stock being entitled in such distribution to
participate with the holders of the Common Stock ratably in proportion to the
number of shares of Common Stock into which the Series A Preferred Stock is then
convertible. For the purpose of this Section 4, the voluntary sale, lease,
exchange or transfer, for cash, shares of stock, securities or other
consideration, of all or substantially all the Corporation's property or assets
to, or its consolidation or merger with, one or more corporations shall not be
deemed to be a liquidation, dissolution or winding up of the Corporation,
voluntary or involuntary. Notwithstanding the foregoing, in the event that any
holder of Series A Preferred Stock converts its Series A Preferred Stock to
Common Stock pursuant to Section 5 hereof, the right to preferential liquidation
rights with respect to such converted stock pursuant to this Section 4 shall be
immediately terminated.

        Section 5. Conversion Provisions.

        (a) Optional Conversion by a Holder. Subject to the provisions for
adjustment hereinafter set forth, each share of Series A Preferred Stock shall
be convertible at any time at the option of the holder thereof, upon surrender
to the transfer agent for the Series A Preferred Stock of the Corporation of the
certificate or certificates evidencing the shares so to be converted, into one
fully paid and non-assessable share of Common Stock of the Corporation.
Notwithstanding the foregoing provisions of this Section 5, a holder of Series A
Preferred Stock shall not have the right to convert the Series A Preferred Stock
held by it if the Common Stock to be received upon conversion would, when
aggregated with all other shares of Common Stock (other than shares of
Non-Attributable Stock) currently or previously held by or currently issuable
without restriction to such holder, exceed 4.99% of the then outstanding Common
Stock, unless the holder certifies to the Corporation that the Common Stock to
be issued upon such conversion will constitute Non-Attributable Stock, as
hereinafter defined. For purposes of this provision, "Non-Attributable Stock"
shall mean, with respect to any holder of Series A Preferred Stock, shares of
Common Stock which have been previously sold, or were issued pursuant to the
exercise of warrants, options or other rights to acquire Common Stock or Series
A Preferred Stock ("Stock Rights") or upon conversion of shares of Series A
Preferred Stock which were previously sold, either (i) in a widely dispersed
public offering; (ii) in a private placement in which no purchaser, individually
or in concert with others, acquired Common Stock, Series A Preferred Stock,
Stock Rights or any combination thereof, representing (upon conversion, in the
case of the Series A Preferred Stock, and upon exercise for Common Stock, in the
case of the Stock Rights) more than 2.0% of the outstanding Common Stock; (iii)
in compliance with Rule 144 (or any rule which is a successor thereto) of the
Securities Act of 1933, as amended; or (iv) in the secondary market in a market
transaction executed through a registered broker-dealer in blocks of no more
than 2.0% of the shares outstanding of the Corporation in any six month period.
For purposes of this provision, "Affiliate" of any individual, corporation,
trust, partnership or other entity shall mean any other individual, corporation,
trust, partnership or other entity directly or indirectly controlling,
controlled by or under direct or indirect common control



with such individual, corporation, trust, partnership or other entity. For
purposes of this definition, as to a Regulated Holder, Affiliate shall include
any partnership a majority of the partners of which are officers, directors,
employees or Affiliates of such Regulated Holder, and as to the Corporation,
Affiliate shall not include such Regulated Holder.

        (b) Optional Conversion by the Corporation. The Corporation may, upon
written notice by the Corporation to each holder of Series A Preferred Stock,
cause the conversion of all, but not less than all, of the outstanding shares of
Series A Preferred Stock into shares of Common Stock, provided that the Common
Stock to be received upon such conversion when aggregated with all other shares
of Common Stock (other than shares of Non-Attributable Stock) currently or
previously held by or currently issuable without restriction to each holder,
would be equal to or less than 3.00% of the then outstanding Common Stock of the
Corporation. Subject to the provisions for adjustment hereinafter set forth,
each share of Series A Preferred Stock converted by the Corporation pursuant to
the preceding sentence shall be converted into one fully paid and non-assessable
share of Common Stock of the Corporation.

        (c) The number of shares of Common Stock into which an issued and
outstanding share of Series A Preferred Stock is convertible shall be subject to
adjustment from time to time as follows:

               (i) If the Corporation shall (x) declare a dividend on the Common
Stock in shares of its capital stock (whether shares of Common Stock, Series A
Preferred Stock or of capital stock of any other class), (y) split or subdivide
the outstanding Common Stock or (z) combine the outstanding Common Stock into a
smaller number of shares, each share of Series A Preferred Stock outstanding at
the time of the record date for such dividend or of the effective date of such
split, subdivision or combination shall thereafter entitle the holder of such
share of Series A Preferred Stock to receive the aggregate number and kind of
shares which, if such share of Series A Preferred Stock had been converted
immediately prior to such time, such holder would have owned or have become
entitled to receive by virtue of such dividend, subdivision or combination. Such
adjustment shall be made successively whenever any event listed above shall
occur and, if a dividend which is declared is not paid, each share of Series A
Preferred Stock outstanding shall again entitle the holder thereof to receive
the number of shares of Common Stock as would have been the case had such
dividend not been declared. If at any time, as a result of an adjustment made
pursuant to this subsection 5(c)(i), the holder of any share of Series A
Preferred Stock thereafter converted shall become entitled to receive any shares
of capital stock of the Corporation other than shares of Common Stock,
thereafter the number of such other shares so receivable upon conversion of any
share of Series A Preferred Stock shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this subsection 5(c).

               (ii) In the event of any capital reorganization of the
Corporation, or of any reclassification of the Common Stock (other than a
subdivision or combination of outstanding shares of Common Stock), or in case of
the consolidation of the Corporation with or the merger of the Corporation with
or into any other corporation or of the sale of the properties and assets of the
Corporation as, or substantially as, an entirety to any other corporation, each
share of Series A Preferred Stock shall after such capital reorganization,
reclassification of Common Stock,



consolidation, merger or sale be convertible upon the terms and conditions
specified herein, for the number of shares of stock or other securities or
assets to which a holder of the number of shares of Common Stock into which such
share of Series A Preferred Stock shall be convertible (at the time of such
capital reorganization, reclassification of Common Stock, consolidation, merger
or sale) would have been entitled upon such capital reorganization,
reclassification of Common Stock, consolidation, merger or sale; and in any such
case, if necessary, the provisions set forth in this subsection 5(c) with
respect to the rights thereafter of the holders of the shares of Series A
Preferred Stock shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock or other securities or
assets thereafter deliverable upon the conversion of the shares of Series A
Preferred Stock.

               (iii) If any event occurs, as to which, in the good faith opinion
of the Board of Directors of the Corporation, the other provisions of this
subsection 5(c) are not strictly applicable or (if strictly applicable) would
not fairly protect the conversion rights of the shares of Series A Preferred
Stock in accordance with the essential intent and principles of such provisions,
then the Board of Directors shall make an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to
protect such purchase rights as aforesaid, but, except as contemplated in
subsections 5(c)(i) and (ii), in no event shall any such adjustment have the
effect of decreasing the number of shares of Common Stock obtainable upon the
conversion of each share of Series A Preferred Stock from that which would
otherwise be determined pursuant to this subsection 5(c).

               (iv) No adjustment in the number of shares of Common Stock into
which a share of Series A Preferred Stock shall be convertible shall be required
unless such adjustment would require an increase or decrease in the aggregate
number of such shares of Common Stock obtainable of at least 1%, provided that
any adjustments which by reason of this subsection 5(c)(iv) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this subsection 5(c) shall be made to the
nearest cent or to the nearest hundredth of a share, as the case may be.

               (v) Irrespective of any adjustments in the number or kind of
shares obtainable upon the conversion of a share of Series A Preferred Stock,
certificates theretofore or thereafter issued may continue to express the same
number and kind of shares as are stated on the certificates initially issuable
therefor.

               (vi) If any question shall at any time arise with respect to the
number of shares of Common Stock into which a share of Series A Preferred Stock
is then convertible following any adjustment pursuant to this subsection 5(c),
such question shall be determined by agreement between the holders of a majority
of the shares of Series A Preferred Stock and the Corporation or, in the absence
of such an agreement, by an independent investment banking firm or an
independent appraiser engaged by the Corporation (in either case the cost of
which engagement will be borne by the Corporation) and reasonably acceptable to
the Corporation and the holders of a majority of shares of Series A Preferred
Stock and such determination shall be binding upon the Corporation and the
holders of the shares of Series A Preferred Stock.



               (vii) Anything in this subsection 5(c) to the contrary
notwithstanding, the Corporation shall be entitled to make such increases in the
number of shares of Common Stock into which a share of Series A Preferred Stock
shall be convertible, in addition to those adjustments required by this
subsection 5(c), as it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Common Stock, or any issuance
wholly for cash or any shares of Common Stock at less than the Current Market
Price Per Share, or any issuance wholly for cash or shares of Common Stock or
securities which by their terms are convertible into or exchangeable for shares
of Common Stock or any stock dividend, or any issuance of rights, options or
warrants referred to hereinabove in this subsection 5(c), hereinafter made by
the Corporation to the holders of its Common Stock shall not be taxable to them.

               (viii) For purposes of this subsection 5(c), the following terms
shall have the following meanings:

               "Current Market Price Per Share" shall mean, with respect to any
        shares of the Common Stock, as of any particular date of determination:

                       (A) if the Common Stock is then reported on the Composite
               Transactions Tape, the average of the daily closing prices for
               the 30 consecutive trading days immediately prior to such date as
               reported on the Composite Transactions Tape (as adjusted for any
               stock dividend, split, combination or reclassification that
               occurred during such 30-day period); or

                       (B) if the Common Stock is not then reported on the
               Composite Transaction Tape but is then listed or admitted to
               trading on a national securities exchange, the average of the
               daily last sale prices regular way of the Common Stock, for the
               30 consecutive trading days immediately prior to such date (as
               adjusted for any stock dividend, split, combination or
               reclassification that occurred during such 30-day period), on the
               principal national securities exchange on which the Common Stock
               is traded or, in case no such sale takes place on any such day,
               the average of the closing bid and asked prices regular way, in
               either case on such national securities exchange; or

                       (C) if the Common Stock is not then reported on the
               Composite Transaction Tape but is then traded in the
               over-the-counter market, the average of the daily closing sales
               prices, or, if there is no closing sales price, the average of
               the closing bid and asked prices, in the over-the-counter market,
               for the 30 consecutive trading days immediately prior to such
               date (as adjusted for any stock dividend, split, combination or
               reclassification that occurred during such 30-day period), as
               reported by the National Association of Securities Dealers'
               Automated Quotation System, or, if not so reported, as reported
               by the National Quotation Bureau, Incorporated or any successor
               thereof, or, if not so reported the average of the closing bid
               and asked prices as furnished by any member of the National
               Association of Securities Dealers, Inc. selected from time to
               time by the Board of Directors of the Corporation for that
               purpose; or



                       (D) if no such prices are then furnished, the fair market
               value of a share of Common Stock as determined by agreement
               between the holders of a majority of the shares of Series A
               Preferred Stock and the Corporation or, in the absence of such an
               agreement, by an independent investment banking firm or an
               independent appraiser engaged by the Corporation (in either case
               the cost of which engagement will be borne by the Corporation)
               and reasonably acceptable to the holders of a majority of the
               shares of Series A Preferred Stock.

        (d) Upon any adjustment of the number of the shares of Common Stock
issuable upon conversion of shares of Series A Preferred Stock pursuant to this
Section 5, the Corporation shall promptly but in any event within 20 days
thereafter, cause to be given to each of the registered holders of the Series A
Preferred Stock, at its address appearing on the Register for the Series A
Preferred Stock by registered mail, postage prepaid, return receipt requested a
certificate signed by its chairman, president or chief financial officer setting
forth the number of shares of Common Stock issuable upon conversion of shares of
Common Stock as so adjusted and describing in reasonable detail the facts
accounting for such adjustment and the method of calculation used. Where
appropriate, such certificate may be given in advance and included as a part of
the notice required to be mailed under the other provisions of this resolution.

        (e) The Corporation will at all times have authorized, and reserve and
keep available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue shares of Common Stock upon the conversion of
the Series A Preferred Stock, the number of shares of Common Stock deliverable
upon conversion of the Series A Preferred Stock.

        (f) The Corporation shall not be required to issue fractional shares of
Common Stock upon conversion of the Series A Preferred Stock but shall pay for
any such fraction of a share an amount in cash equal to the Current Market Price
Per Share of Common Stock of such share (determined in accordance with the
provisions of subsection 5(c)(viii) hereof) multiplied by such fraction.

        (g) The Corporation will pay all taxes attributable to the issuance of
shares of Common Stock upon conversion of shares of Series A Preferred Stock,
provided that the Corporation shall not be required to pay any income tax
incurred by the holder upon conversion of the Series A Preferred Stock or any
tax which may be payable in respect of any transfer involved in the issue of any
shares of Common Stock in a name other than that of the registered holder of the
Series A Preferred Stock surrendered for conversion, and the Corporation shall
not be required to issue or deliver such certificate unless or until the person
or persons requesting the issuance thereof shall have paid to the Corporation
the amount of such tax or shall have established to the satisfaction of the
Corporation that such tax has been paid.

        Section 6. Status of Shares. All of the shares of Series A Preferred
Stock that are at any time converted pursuant to Section 5 and all of the shares
of the Series A Preferred Stock that are otherwise reacquired by the Corporation
and subsequently canceled by the Board of Directors of the Corporation shall
have the status of authorized but unissued shares of Series A Preferred Stock,
subject to reissuance by the Board of Directors.



        Section 7. Notices to Holders of Series A Preferred Stock. In the event:

               (a) that the Corporation shall authorize the issuance to all
        holders of Common Stock of rights or warrants to subscribe for or
        purchase capital stock of the Corporation or of any other subscription
        rights or warrants; or

               (b) that the Corporation shall authorize the distribution to all
        holders of Common Stock of evidences of its indebtedness or assets
        (including, without limitation cash dividends or cash distributions
        payable out of consolidated earnings or earned surplus or dividends
        payable in Common Stock); or

               (c) of any consolidation or merger to which the Corporation is a
        party and for which approval of any stockholders of the Corporation is
        required, or of the conveyance or transfer of the properties and assets
        of the Corporation substantially as an entirety, or of any capital
        reorganization or reclassification or change of the Common Stock (other
        than a change in par value, or from par value to no par value, or from
        no par value to par value, or as a result of a subdivision or
        combination); or

               (d) of the voluntary or involuntary dissolution, liquidation or
        winding up of the Corporation; or

               (e) that the Corporation proposes to take any other action which
        would require an adjustment in the number of shares of Common Stock or
        other securities or assets issuable upon conversion of shares of Series
        A Preferred Stock pursuant to Section 5;

then the Corporation shall cause to be given to each of the registered holders
of the Series A Preferred Stock at its address appearing on the Register for the
Series A Preferred Stock, at least 10 calendar days prior to the applicable
record date, if any, hereinafter specified, or, if no such record date if
specified, 10 calendar days prior to the taking of any action referred to in
clause (a) through (e) above, by registered mail, postage prepaid, return
receipt requested, a written notice stating (i) the date as of which the holders
of record of Common Stock to be entitled to receive any such rights, warrants or
distribution are to be determined, or (ii) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up is expected to become effective or (iii) the date on which such other action
is to be effected, and the date as of which it is expected that holders of
record of Common Stock shall be entitled to exchange their shares for securities
or other property, if any, deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up or other action. The failure to give the notice required by this Section 6 or
any defect therein shall not affect the legality or validity of any
distribution, right, warrant, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up or other action referred to above, or the
vote upon any such action.

BOST01-50169933-3
68374-00000
August 12, 1999 11:21 pm