CERTIFICATE OF DESIGNATIONS, RIGHTS AND
                               PREFERENCES OF THE
                            SERIES C PREFERRED STOCK

                                       OF

                          OPTICARE HEALTH SYSTEMS, INC.

                     PURSUANT TO SECTION 151 OF THE GENERAL
                    Corporation Law of the State of Delaware

     The undersigned, being the President or Secretary of OptiCare Health
Systems, Inc., a Delaware corporation (the "Corporation"), does hereby certify,
in his capacity as such, that the following resolution has been duly adopted by
the board of directors of the Corporation:

     RESOLVED, that pursuant to the authority expressly granted to and vested in
     the board of directors of the Corporation (the "Board") by the provisions
     of Article Fourth of the Corporation's Certificate of Incorporation, as
     amended to date (the "Certificate of Incorporation"), the Board hereby
     creates a series of preferred stock of the Corporation, par value $0.001
     per share, consisting of 406,158 shares, which series shall have the
     following powers, designations, preferences and relative participating,
     optional or other rights, and the following qualifications, limitations or
     restrictions:

     1. Designation and Amount. The shares of such series shall have a par value
of $0.001 per share and shall be designated the "Series C Preferred Stock" (the
"Series C Preferred Stock") and the number of shares constituting the Series C
Preferred Stock shall be 406,158.

     2. Rank. The Series C Preferred Stock shall, with respect to rights on
liquidation, winding up, corporate reorganization and dissolution, rank senior
to (i) the common stock, par value $0.001 per share, of the Corporation (the
"Common Stock"), (ii) each other class and series of stock of the Corporation
now issued or outstanding (the "Existing Stock") and (iii) each other class and
series of equity securities that may be authorized, issued or outstanding in the
future and that by its terms does not rank senior to or on parity with the
Series C Preferred Stock (together with the Common Stock and Existing Stock, the
"Junior Stock").

     3. Dividends. The holders of shares of the Series C Preferred Stock shall
be entitled to receive, equally, ratably and on a parity with the holders of
Common Stock, out of funds legally available therefor, dividends in an amount
equal to the amount of dividends such holders would receive if such shares of
Series C Preferred Stock had been converted into Common Stock, on each date on
which dividends are





declared on Common Stock, other than dividends payable in Common Stock. Such
dividends shall be cumulative and shall be payable on the date specified by the
Board of Directors at the time such dividend is declared (the "Dividend Payment
Date"), to holders of record as of the close of business on the date specified
by the Board of Directors at the time such dividend is declared (the "Record
Date"), concurrently as it shall declare and pay dividends to the holders of
shares of Common Stock. Any such Record Date shall be not less than ten days and
not more than 30 days prior to the relevant Dividend Payment Date.

     4. Preference on Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of Series C Preferred Stock then outstanding shall be entitled
to be paid, out of the assets of the Corporation available for distribution to
its stockholders, before any payment shall be made or any assets distributed to
the holders of any of the shares of Series B 12.5% Voting Cumulative Convertible
Participating Preferred Stock (the "12.5% Preferred Stock") or Junior Stock an
amount in cash for each share of Series C Preferred Stock outstanding, equal to
$40 per share (the "Liquidation Value"), plus an amount in cash equal to all
accrued but unpaid dividends thereon to the date of such payment. If the assets
of the Corporation, or the proceeds thereof, are not sufficient to pay in full
the aggregate amount payable to the holders of outstanding shares of the Series
C Preferred Stock pursuant to the terms of the preceding sentence, then the
holders of all such shares shall share ratably in such distribution of assets,
or the proceeds thereof, in accordance with the amount which would be payable on
such distribution if the amounts to which the holders of outstanding shares of
Series C Preferred Stock are entitled were paid in full.

     5. Voting Rights. Each holder of shares of Series C Preferred Stock shall
be entitled to vote in the same manner and with the same effect as the holders
of the Common Stock on all matters to be voted on by the holders of the Common
Stock. Except as otherwise expressly provided herein or as otherwise required by
law, each holder of shares of Series C Preferred Stock shall be entitled to the
number of votes equal to the largest number of full shares of Common Stock into
which the shares of Series C Preferred Stock of such holder could be converted
(even if such shares of Common Stock have not yet been authorized and reserved
for issuance) pursuant to the provisions of Section 6 hereof at the record date
for the determination of the stockholders entitled to vote on such matters or,
if no such record date is established, at the date such vote is taken. Except as
otherwise expressly provided herein or as otherwise required by law, the holders
of Series C Preferred Stock and any other voting stock shall vote together and
not as separate classes.

     6. Conversion Rights.

          (a) The shares of Series C Preferred Stock shall be convertible (in
     whole or in part) at the option of the holder thereof on the terms and
     conditions set forth in this Section 6, at any time, to the extent that the
     Corporation has sufficient shares of Common Stock authorized and not
     otherwise reserved, upon surrender to the


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     Corporation of the certificate or certificates for the shares to be
     converted, into a number of fully paid and nonassessable shares of Common
     Stock equal to the Liquidation Value of the Series C Preferred Stock to be
     converted divided by a conversion price (as adjusted as hereinafter
     provided, the "Conversion Price") which initially shall be $.80.

          (b) Conversion of the Series C Preferred Stock as permitted by Section
     6(a) hereof may be effected by any holder of shares of Series C Preferred
     Stock upon the surrender to the Corporation at its principal office or at
     such other office or agency maintained by the Corporation for that purpose
     of the certificate for the Series C Preferred Stock to be converted
     accompanied by a written notice substantially in the form of Exhibit A
     attached hereto, stating that such holder elects to convert all such shares
     in accordance with the provisions of this Section 6 and specifying the name
     or names in which such holder wishes the certificate or certificates for
     shares of Common Stock to be issued. The Corporation will pay any and all
     issue transfer and other taxes (other than taxes based on income) that may
     be payable in respect of any issue or delivery of shares of Common Stock on
     conversion of Series C Preferred Stock pursuant hereto (except taxes
     payable because the Common Stock is issued in a new name). As promptly as
     practicable, and in any event within ten (10) Business Days after the
     surrender of such certificate or certificates and the receipt of such
     notice relating thereto, the Corporation shall deliver or cause to be
     delivered (i) certificates representing the number of validly issued, fully
     paid and nonassessable shares of Common Stock to which the holder of shares
     of Series C Preferred Stock being converted shall be entitled, and (ii)
     payment of all amounts to which a holder is entitled pursuant to Sections
     6(c) and 6(e) hereof. Such conversion shall be deemed to have been made at
     the close of business on the Business Day of giving of such notice and of
     such surrender of the certificate or certificates representing the shares
     of Series C Preferred Stock to be converted so that the rights of the
     holder thereof as to the shares being converted shall cease except for the
     right to receive shares of Common Stock and cash in accordance herewith,
     and the Person (as hereinafter defined) entitled to receive the shares of
     Common Stock shall be treated for all purposes as having become the record
     holder of such shares of Common Stock at such time.

          (c) The Conversion Price shall be subject to adjustment for certain
     events as hereinafter provided. Prior to the conversion of any shares of
     Series C Preferred Stock, the holder thereof shall be entitled to receive,
     out of funds legally available therefor, in cash all accrued unpaid
     dividends declared by the Board of Directors payable up to and including
     the date fixed for conversion.

          (d) The Corporation shall use its reasonable best efforts to increase
     the authorized number of shares of Common Stock to permit the conversion of
     all outstanding shares of Series C Preferred Stock, and, thereafter, shall
     reserve and keep available, free from liens, charges and security interests
     and not subject to any preemptive rights, for issuance upon conversion of
     the Series C Preferred Stock such number of its authorized but unissued
     shares of Common Stock as will from time to


                                       3


     time be sufficient to permit the conversion of all outstanding shares of
     Series C Preferred Stock.

           (e) No fractional shares or scrip representing fractional shares of
     Common Stock shall be issued upon the conversion of any shares of Series C
     Preferred Stock. Instead of any fractional interest in a share of Common
     Stock which would otherwise be deliverable upon the conversion of a share
     of Series C Preferred Stock based upon the total number of shares
     surrendered for conversion by such holder at such time, the number of
     shares of Common Stock to be issued shall be rounded downward to the next
     lowest number of whole shares and the Corporation shall pay a cash
     adjustment in respect of such fractional share in an amount equal to the
     product of such fraction multiplied by the fair market value of one share
     of Common Stock on the conversion date as determined in good faith by the
     Board of Directors. If more than one share shall be surrendered for
     conversion at one time by the same holder, the number of full shares of
     Common Stock issuable upon conversion thereof shall be computed on the
     basis of the Liquidation Value of all of the shares of Series C Preferred
     Stock so surrendered.

           (f) The Conversion Price shall be subject to adjustment as follows in
     case the Corporation shall at any time or from time to time after the date
     of the original issuance of the Series C Preferred Stock (A) pay a dividend
     or make a distribution in shares of Common Stock, (B) subdivide or
     reclassify the outstanding shares of Common Stock into a greater number of
     shares of Common Stock, (C) combine or reclassify the outstanding shares of
     Common Stock into a smaller number of shares, or (D) otherwise issue by
     reclassification of the shares of Common Stock any shares of capital stock
     of the Corporation, then, and in each such case, the Conversion Price shall
     be adjusted so that the holder of any shares of Series C Preferred Stock
     thereafter surrendered for conversion shall be entitled to receive the
     number of shares of Common Stock or other securities of the Corporation
     which such holder would have owned or have been entitled to receive after
     the happening of any of the events described above had such shares of
     Series C Preferred Stock been surrendered for conversion immediately prior
     to the happening of such event or the record date therefor, whichever is
     earlier. An adjustment made pursuant to this Section 6(f) shall become
     applicable (x) in the case of any such dividend or distribution,
     immediately after the close of business on the record date for the
     determination of holders of shares of Common Stock entitled to receive such
     dividend or distribution; provided, however, that an adjustment made
     pursuant to this Section 6(f) shall be reversed if such dividend or
     distribution is not paid or made and (y) in the case of any such
     subdivision, reclassification or combination, at the close of business on
     the day upon which such corporate action becomes effective. Such adjustment
     shall be made successively.

           (g) In case of (x) any capital reorganization or reclassification of
     outstanding shares of Common Stock (other than a reclassification to which
     Section 6(f) hereof shall apply), or (y) any merger or consolidation of the
     Corporation with or into another Person, or (z) any sale or conveyance to
     another Person of all or substantially


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     all of the assets of the Corporation , in each case which is effected in
     such a way that the holders of Common Stock are entitled to receive (either
     directly or upon subsequent liquidation) stock, securities or other
     property (whether such stock, securities, or other property are issued or
     distributed by the Corporation or any other person) with respect to or in
     exchange for Common Stock (each of the foregoing being referred to as a
     "Transaction"), each share of Series C Preferred Stock then outstanding
     shall thereafter be convertible into, in lieu of the Common Stock issuable
     upon such conversion prior to consummation of such Transaction, the kind
     and amount of shares of stock and other securities and property receivable
     (including cash) upon the consummation of such Transaction by a holder of
     that number of shares of Common Stock into which one share of Series C
     Preferred Stock was convertible immediately prior to such Transaction
     (including, on a pro rata basis, the cash, securities or property received
     by holders of Common Stock in any tender or exchange offer that is a step
     in such Transaction).

         Notwithstanding anything contained herein to the contrary, the
     Corporation will not effect any Transaction unless, prior to the
     consummation thereof, (i) the Surviving Person (as hereinafter defined)
     shall agree that the shares of Series C Preferred Stock shall be treated as
     provided in the first paragraph of this Section 6(g) and the agreements
     governing such Transaction shall so provide, and (ii) the Surviving Person
     thereof shall assume, by written instrument the obligation to deliver to
     such holder such cash or other securities to which, in accordance with the
     foregoing provisions, such holder is entitled.

           (h) In any case, if necessary, appropriate adjustment (as determined
     in good faith by the Board of Directors) shall be made in the application
     of the provisions set forth in this Section 6 with respect to rights and
     interests thereafter of the holders of shares of Series C Preferred Stock
     to the end that the provisions set forth herein for the protection of the
     conversion rights of Series C Preferred Stock shall thereafter be
     applicable, as nearly as reasonably may be, to any such other shares of
     stock and other securities (other than the Common Stock) and property
     deliverable upon conversion of the shares of Series C Preferred Stock
     remaining outstanding with such adjustments in the Conversion Price and
     such other adjustments in the provisions hereof as the Board of Directors
     shall in good faith determine to be appropriate. In case securities or
     property other than Common Stock shall be issuable or deliverable upon
     conversion as aforesaid, then all references in this Section 6 shall be
     deemed to apply, so far as appropriate and as nearly as may be, to such
     other securities or property.

           (i) If the Corporation shall pay any dividend or make any other
     distribution to the holders of its Common Stock or shall offer for
     subscription pro rata to the holders of its Common Stock any additional
     shares of stock of any class or any other right, or there shall be any
     Transaction, or there shall be a voluntary or involuntary dissolution,
     liquidation or winding up of the Corporation, then, in any one or more of
     said cases the Corporation shall, unless such notice is waived by the
     holders of a majority of the outstanding shares of Series C Preferred
     Stock, give at least ten days


                                       5


     prior written notice to the holders of Series C Preferred Stock by
     first-class mail, postage prepaid, to each holder at its address as it
     appears in the records of the Corporation of the earlier of the dates on
     which (i) a record shall be taken for such stock dividend, distribution or
     subscription rights or (ii) such Transaction, dissolution, liquidation or
     winding up shall take place. Such notice shall also specify the date as of
     which the holders of the Common Stock of record shall participate in said
     dividend, distribution or subscription rights or shall be entitled to
     exchange their Common Stock for securities or other property deliverable
     upon such Transaction or participate in such dissolution, liquidation or
     winding up, as the case may be. Failure to give such notice shall not
     invalidate any action so taken.

           (j) Upon the occurrence of any event specified in Section 6(f) hereof
     that would result in any adjustment of the Conversion Price, then, and in
     each such case, the Corporation shall promptly deliver by first-class mail,
     postage prepaid, to each holder of shares of Series C Preferred Stock at
     its address as it appears in the records of the Corporation, a certificate
     signed by the President or a Vice President and by the Treasurer or an
     Assistant Treasurer or the Secretary or an Assistant Secretary of the
     Corporation setting forth in reasonable detail the event requiring the
     adjustment and the method by which such adjustment was calculated and
     specifying the conversion rate then in effect following such adjustment.
     Where appropriate, such notice to the holders of Series C Preferred Stock
     may be given in advance and included as part of the notice required
     pursuant to Section 6(i) hereof.

         7. No Preemptive Rights. No holder of Series C Preferred Stock shall
     have any preemptive or preferential right of subscription to any shares of
     stock of the Corporation, or to options, warrants or other interests
     therein or therefor, or to any obligations convertible into stock of the
     Corporation, issued or sold, or any right of subscription to any thereof.

         8. Certain Restrictions. So long as any Series C Preferred Stock is
     outstanding, the Corporation shall not, without the consent of holders of
     two-thirds of the then outstanding shares of Series C Preferred Stock, (i)
     purchase, redeem or otherwise acquire any shares of the outstanding Junior
     Stock of the Corporation other than redemptions or acquisitions of (a) the
     12.5% Preferred Stock in accordance with the terms of the Certificate of
     Incorporation, (b) restricted stock, the issuance and repurchase of which
     has been approved by the Board of Directors or any committee thereof, and
     (c) Common Stock from health service organizations in partial consideration
     of the settlement of claims asserted by the Corporation related to services
     agreement by and between the Corporation and such health service
     organizations, the acquisition of which has been approved by the Board of
     Directors or any committee thereof; (ii) issue any class or series of any
     class of capital stock which ranks prior to or on a parity with the Series
     C Preferred Stock with respect to dividend rights or rights on liquidation,
     winding-up or dissolution of the Corporation; (iii) amend, alter or change
     the preferences or rights of any series or class of capital stock of the
     Corporation (including the Series C Preferred Stock) or the qualifications,
     limitations or restrictions thereof if such amendment, alteration or

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     change adversely affects the preferences or rights of the Series C
     Preferred Stock; (iv) amend the Corporation's Certificate of Incorporation
     or the Corporation's Amended and Restated Bylaws, as amended, in a manner
     that would adversely affect the holders of the Series C Preferred Stock; or
     (v) increase the number of authorized shares of Series C Preferred Stock.

     9. Protection of Series C Preferred Stock Rights. Any holder of Series C
Preferred Stock may proceed to protect and enforce its rights and the rights of
such holders by any available remedy by proceeding at law or in equity to
protect and enforce any such rights, whether for the specific enforcement of any
provision herein or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

     10. Certain Definitions.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are authorized to be closed.

     "Person" means an individual, corporation, partnership, limited liability
company, trust, association or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "Surviving Person" means the continuing or surviving Person of a merger,
consolidation or other corporate combination, the Person receiving a transfer of
all or a substantial part of the properties and assets of the Corporation, or
the Person consolidating with or merging into the Corporation in a merger,
consolidation or other corporate combination in which the Corporation is the
continuing or surviving Person, but in connection with which the Series C
Preferred Stock or Common Stock of the Corporation is exchanged or converted
into the securities of any other Person or the right to receive cash of any
other property.

                  [Remainder of Page Intentionally Left Blank]




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         IN WITNESS WHEREOF, this Certificate is signed as of the 10th day of
May 2003.


                                            OPTICARE HEALTH SYSTEMS, INC.

                                            By: /s/ Dean J. Yimoyines
                                                -----------------------------
                                            Name: Dean J. Yimoyines, M.D.
                                            Title: CEO











































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                                    EXHIBIT A

                        [To Certificate of Designations]

                              NOTICE OF CONVERSION

  (To Be Executed By The Registered Holder In Order to Convert Shares Series C
                                Preferred Stock)

     The undersigned hereby irrevocably elects to convert _______ shares of the
Series C Preferred Stock, par value $0.001 per share (the "Series C Preferred
Stock"), of OptiCare Health Systems, Inc., a Delaware corporation (the
"Corporation"), into shares of common stock of the Corporation, par value $0.001
per share (the "Common Stock"), in accordance with the terms and conditions set
forth in the Certificate of Designations, Rights and Preferences of the Series C
Preferred Stock. The certificate(s) representing the Common Stock should be
issued in the name(s) of ______________________________.

                                          Signature _______________________

                                          Address _________________________

                                          Dated:  ______________ ___, _____.



















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