SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12 )*

REFAC OPTICAL GROUP

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

758960108

(CUSIP Number)

Bradley R. Goldman, Esq.
Palisade Capital Management, L.L.C.
One Bridge Plaza
Suite 695
Fort Lee, New Jersey 07024
(201) 585-5433


With a copy to:
Fred B. Green, Esq.
Forrest O. Dillon, Esq.
Bodman LLP
6th Floor at Ford Field
1901 St. Antoine Street
Detroit, Michigan 48226
(313) 259-7777

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 25, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 758960108  Page 2  of  18 

1	NAMES OF REPORTING PERSONS: Palisade Capital Management, L.L.C.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	22-3330049
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	New Jersey
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IA

* Palisade Capital Management, L.L.C. (“Palisade”), a New Jersey limited liability company, is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“PCEP”), the controlling shareholder of ROG Acquisition, Inc., a Delaware corporation (the “Parent”) which is the direct owner of 16,273,698 shares of common stock of Refac Optical Group, a Delaware corporation (the “ Issuer”) with absolute discretion over PCEP’s investment strategy and objectives. Palisade Concentrated Holdings, LLC, a Delaware limited liability company (“ PCH”), serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 3  of  18 

1	NAMES OF REPORTING PERSONS: Palisade Concentrated Equity Partnership, L.P.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	22-3699993
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the controlling shareholder of Parent which is the direct owner of 16,273,698 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 4  of  18 

1	NAMES OF REPORTING PERSONS: Palisade Concentrated Holdings, L.L.C.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	22-3699991
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the controlling shareholder of Parent which is the direct owner of 16,273,698 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 5  of  18 

1	NAMES OF REPORTING PERSONS: ROG Acquisition, Inc.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the controlling shareholder of Parent which is the direct owner of 16,273,698 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 6  of  18 

1	NAMES OF REPORTING PERSONS: Dennison T. Veru*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
			16,273,698
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,798
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the controlling shareholder of Parent which is the direct owner of 16,273,698 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 7  of  18 

1	NAMES OF REPORTING PERSONS: Steven E. Berman*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			16,273,698
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			16,273,698
WITH		10	SHARED DISPOSITIVE POWER:
			16,273,698
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	16,273,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	91.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the controlling shareholder of Parent which is the direct owner of 16,273,698 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

CUSIP No. 758960108  Page 8  of  18 

1	NAMES OF REPORTING PERSONS: Dean J. Yimoyines
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			94,940 (represents options to acquire 94,940 shares of common stock)
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			94,940 (represents options to acquire 94,940 shares of common stock)
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	94,940 (represents options to acquire 94,940 shares of common stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

CUSIP No. 758960108  Page 9  of  18 

1	NAMES OF REPORTING PERSONS: Linda Yimoyines
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			94,940 (represents options owned by her spouse, Dean J. Yimoyines, to acquire 94,940 shares of common stock)
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER:
			94,940 (represents options owned by her spouse, Dean J. Yimoyines, to acquire 94,940 shares of common stock)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	94,940 (represents options owned by her spouse, Dean J. Yimoyines, to acquire 94,940 shares of common stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	0.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

CUSIP No. 758960108  Page 10  of  18 

1	NAMES OF REPORTING PERSONS: William A. Schwartz, Jr.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			223,675
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			223,675
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	223,675 (includes options to acquire 62,115 shares and warrants to acquire 161,560 shares of common stock)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	1.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identify and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
Signatures
Joint Filing Agreement
First Amendment to Stock Contribution Agreement
Stock Option and Warrant Cancellation Agreement
Stock Option Cancellation Agreement
Warrant Purchase Agreement

Item 1. Security and Issuer

This Amendment No. 12 of Palisade Capital Management, L.L.C. (“Palisade”), Palisade Concentrated Equity Partnership, L.P. (“PCEP”), Palisade Concentrated Holdings, L.L.C. (“PCH”), ROG Acquisition, Inc. (“Parent”) Dennison T. Veru (“Veru”), Steven E. Berman (“Berman”), Dean J. Yimoyines (“D. Yimoyines”), Linda Yimoyines (“L. Yimoyines”) and William A. Schwartz, Jr. (“Schwartz”), amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D filed with the Securities and Exchange Commission on April 12, 2002 and amended by Amendment No. 1 filed on April 23, 2002, Amendment No. 2 filed on April 29, 2002, Amendment No. 3 filed on October 25, 2002, Amendment No. 4 filed on March 3, 2003, Amendment No. 5 filed on April 14, 2003, Amendment No. 6 filed on May 20, 2003, Amendment No. 7 filed on May 30, 2003, Amendment No. 8 filed on February 12, 2004, Amendment No. 9 filed on September 2, 2005, Amendment No. 10 filed on March 15, 2006, and Amendment No. 11 filed on February 26, 2007 (together, the “Schedule 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Refac Optical Group, a Delaware corporation, whose address is 5 Harmon Drive, Blackwood, New Jersey 08012 (the “Issuer”). Except as discussed herein, there has been no change in the information previously reported on Schedule 13D.

Item 2. Identify and Background

Item 2 is hereby amended to add the following information about Parent and its executive officers and directors:

(1) ROG Acquisition, Inc. (“Parent”)

(a)	Name: ROG Acquisition, Inc.
(b)	Residence or Business Address: One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Organized for the purpose of merging with and into Issuer
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Place of Organization: Delaware

(2) Dennison T. Veru

(a)	Name: Dennison T. Veru
(b)	Residence or Business Address: c/o Palisade Capital Management, L.L.C., One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Secretary and Director of Parent; Managing Member, Palisade
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

(3) Steven E. Berman

(a)	Name: Steven E. Berman
(b)	Residence or Business Address: c/o Palisade Capital Management, L.L.C.,
	One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: President and Director of Parent; Vice Chairman, Palisade; Designated Managing Member, PCH
(d)	Criminal Convictions: None

Page 11 of 18

(e)	Civil Proceedings: None
(f)	Citizenship: United States

(4) James T. Jahnke

(a)	Name: James T. Jahnke
(b)	Residence or Business Address: c/o Palisade Capital Management, L.L.C., One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Treasurer and Director of Parent; Managing Director – Private Equity, PCM
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

     PCEP, Berman, D. Yimoyines, L. Yimoyines and Schwartz (collectively, the “Participants”), have contributed 15,804,895, 1,580, 8,496, 264,856 and 193,871 shares of the Common Stock held by them respectively, (16,273,698 in the aggregate), to Parent, which was formed by the Participants for the purpose of holding the Participants’ current shares of the Issuer and merging with and into the Issuer. In return for the contribution of their shares of Common Stock to Parent (which as of April 22, 2007 and pro forma for the contribution of shares of Common Stock thereto immediately prior to a contemplated merger of Parent with and into Issuer, collectively represents 91.7% of the Issuer’s issued and outstanding shares of Common Stock), the Participants have received shares of Parent pursuant to a written agreement executed on February 23, 2007 (the “Stock Contribution Agreement”) and amended on April 2, 2007 (“First Amendment to Stock Contribution Agreement). The Stock Contribution Agreement was filed with Amendment No. 11 to the Schedule 13D and the First Amendment to Stock Contribution Agreement is attached hereto as Exhibit 2, and any description of them is qualified in its entirety by reference to them. In exchange for their contribution of shares of the Common Stock, PCEP, Berman, D. Yimoyines, L. Yimoyines and Schwartz have received 15,804,895, 1,580, 8,496, 264,856 and 193,871 shares of the Parent, respectively. The contribution of shares was made in connection with a proposed merger pursuant to which (i) Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Parent, the Issuer, and any public stockholders who have properly perfected their statutory appraisal rights under the Delaware General Corporate Law (“DGCL”)) will be converted into the right to receive $6.00 in cash and (ii) each share of Parent’s capital stock issued and outstanding immediately prior to the merger will be converted into one share of the Common Stock of the Issuer (the “Proposed Transaction”). Options and warrants which are currently outstanding will either be cancelled immediately following the effective date of the merger (assuming the holder of the option or warrant agrees to a cancellation of such option or warrant) or will remain outstanding after the merger pursuant to their terms. Consummation of the Proposed Transaction will result in the Participants owning all of the outstanding equity interests of the Issuer (except for such holders of options and warrants who do not cancel such options or warrants).

Item 4. Purpose of Transaction

Item 4 is amended to add the following paragraphs:

     As disclosed in Item 3, the Participants have contributed their Common Stock to Parent in exchange for shares of common stock of Parent. Parent intends to execute and file a Certificate of

Page 12 of 18

Ownership and Merger (the “Certificate”) with the Secretary of State of Delaware pursuant to which, effective April 26, 2007, Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Parent, the Issuer, and any public stockholders who have properly perfected their statutory appraisal rights under the DGCL) will be converted into the right to receive $6.00 in cash. Each share of Parent’s capital stock issued and outstanding immediately prior to the merger will be converted into one share of the Common Stock of the Issuer. The form of the Certificate was attached as an exhibit to Amendment No. 11 to Schedule 13D, and any description thereof is qualified in its entirety by reference thereto. Under the DGCL, because Parent will hold over 90% of the Common Stock, Parent will have the power to execute and file the Certificate and effect the transactions contemplated thereby without a vote of the Issuer’s board of directors or its stockholders.

     The Proposed Transaction, if consummated, contemplates that the Issuer will be the surviving corporation and that the Participants will own all of the outstanding equity interests of the Issuer (except those interests represented by such holders of options and warrants who do not agree to the cancellation of such options or warrants). The Participants intend to cause the Issuer to terminate the registration of the Common Stock under Sections 12(b), 12(g) and 15(d) of the Act, which will result in the suspension of Issuer’s duty to file reports with the Securities and Exchange Commission pursuant to the Act. In connection therewith, on April 19, 2007, the Participants filed a Form 25 with the Securities and Exchange Commission. In addition, the Participants intend to cause the shares of the Common Stock of the Issuer to cease to be listed on the American Stock Exchange. Except as set forth herein, the business and operations of Issuer will be conducted by Issuer substantially as they are currently being conducted. The reporting persons intend to continue to evaluate the business and operations of Issuer with a view to maximizing Issuer’s potential, and will take such actions as they deem appropriate under the circumstances and market conditions then existing.

     The reporting persons do not currently have any commitment or agreement and are not currently negotiating for the sale of any of Issuer’s businesses. The reporting persons will review management needs and may make material changes in the composition of Issuer’s current management and anticipates reducing the size of Issuer’s board of directors.

     Except as otherwise described in this Section 13D, Issuer has not, and the reporting persons have not, as of the date of this Schedule 13D, approved any specific plans or proposals for:

• the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

• any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Issuer or any of its subsidiaries after the completion of the Proposed Transaction;

• a sale or transfer of a material amount of assets of Issuer or any of its subsidiaries after the completion of the Proposed Transaction;

• any material change in the present capitalization or dividend policy of the Issuer;

• any other material change in Issuer’s corporate structure;

• changes in Issuer’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of Issuer; or

• any action similar to any enumerated above.

Page 13 of 18

Item 5. Interest in Securities of the Issuer

     Parent, Palisade, PCH and PCEP

     As of April 25, 2007, Parent directly owns 16,273,698 shares of the Issuer’s Common Stock. With respect to Parent, PCEP owns 15,804,895, Steven E. Berman owns 1,580, Dean J. Yimoyines owns 8,496, Linda Yimoyines owns 264,856 and William A. Schwartz, Jr. owns 193,871 shares of its common stock, respectively, representing all of the outstanding common stock of Parent. Palisade serves as the investment manager to PCEP with absolute discretionary authority to vote and dispose of the common stock. PCH serves as PCEP’s General Partner. PCH may at any time, either alone or in collaboration with Palisade take over the making, varying, or disposal of PCEP’s investments. Dennison T. Veru is the Managing Member of Palisade and the Secretary and a Director of Parent. Steven E. Berman is the Designated Managing Member of PCH and the President and Director of Parent. James T. Jahnke is the Treasurer and Director of Parent. Accordingly, Palisade, PCEP, PCH, Veru, Berman and Jahnke may be deemed beneficial owners of such 16,273,698 shares. The 16,273,698 shares of Common Stock represent approximately 91.4% of the outstanding shares of Common Stock. Consummation of the Proposed Transaction will result in the Participants owning all of the outstanding equity interests of the Issuer (except for such holders of options and warrants who do not cancel such options or warrants).

     Dean J. Yimoyines

     In addition to the shares beneficially owned referenced under “Parent, Palisade, PCH and PCEP” above, D. Yimoyines currently holds options to acquire an additional 94,940 shares of Common Stock equaling approximately 0.5% of the outstanding shares of Common Stock. D. Yimoyines has sole voting and dispositive authority over these 94,940 options to acquire Common Stock.

     Linda Yimoyines

     In addition to the shares beneficially owned referenced under “Parent, Palisade, PCH and PCEP” above, L. Yimoyines may be deemed to have voting and dispositive authority over the 94,940 options to acquire Common Stock held by her spouse, D. Yimoyines.

     William A. Schwartz, Jr.

     In addition to the shares beneficially owned referenced under “Parent, Palisade, PCH and PCEP” above, Schwartz currently holds options and warrants to acquire 62,115 and 161,560 shares of Common Stock, respectively, together equaling approximately 1.3% of the outstanding shares of Common Stock. Schwartz has sole voting and dispositive authority over the options and warrants.

     Reporting Persons

     On a combined basis, (including the options and warrants referenced above), the reporting persons beneficially own 16,592,313 or 91.6% of the outstanding shares of Common Stock.

     Pursuant to a stock option and warrant cancellation agreement, if the merger is effectuated on or before December 31, 2007, Parent has agreed to purchase the options of D. Yimoyines promptly following the effective time of the Proposed Merger. The consideration is calculated as follows: (a) for the portion of the options that are vested and for which the per share exercise price is less than $6.00 (the “Vested Money Options”), the consideration for such Vested Money Options shall be the difference between $6.00 and the per share exercise price of the Vested Money Options multiplied by the number of Vested Money Options; (b) for the portion of the options that are vested for which the per share exercise price is more than $6.00 (the “Vested Out-of-Money Options”), the consideration for such Vested Out-of-

Page 14 of 18

Money Options shall be the arithmetic mean of (i) a trinomial pricing model and (ii) a Black-Scholes pricing model using generally accepted accounting standards for the valuation of options and warrants and (c) for the portion of the options that are unvested (the “Unvested Options”), such Unvested Options shall be treated as though they were vested and shall be valued in the appropriate manner outlined above.

     Accordingly, if the merger is effectuated on or before December 31, 2007, D. Yimoyines is to receive consideration of $96,412.80 as follows:

Options Under $6.00

Amount		Exercise Price
	23,600	$	3.18
	7,080	$	4.24

Consideration Subtotal $79,012.80

Amount		Exercise Price
	15,340	$	123.94
	13,520	$	54.24
	23,600	$	7.63
	4,720	$	13.77
	7,080	$	14.41

Consideration Subtotal $17,400

     Pursuant to a stock option cancellation agreement, if the merger is effectuated on or before December 31, 2007, Parent has agreed to purchase the option of Schwartz promptly following the effective time of the Proposed Merger. The consideration is calculated in the same manner as described above with respect to D. Yimoyines.

     Accordingly, if the merger is effectuated on or before December 31, 2007, Schwartz is to receive consideration of $44,240.25 as follows:

Options Under $6.00

Amount		Exercise Price
	20,705	$	4.95

Consideration Subtotal: $21,740

Options Above $6.00

Amount		Exercise Price
	20,705	$	7.85
	20,705	$	10.14

Consideration Subtotal: $22,500

Page 15 of 18

     In addition, if the merger is effectuated on or before December 31, 2007, Parent has agreed to purchase Schwartz’s warrants for 161,560 shares of common stock, with an exercise price of $0.0024 per share, for $968,972.25.

     Other than with respect to the option cancellation agreements/warrant purchase agreement and the contributions to Parent noted above, no reporting person has entered into transactions in the Issuer’s Common Stock in the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is amended to incorporate herein the disclosures under Items 3 and 5.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement

Exhibit 2: First Amendment to Stock Contribution Agreement

Exhibit 3: Stock Option and Warrant Cancellation Agreement

Exhibit 4: Stock Option Cancellation Agreement

Exhibit 5: Warrant Purchase Agreement

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

Page 16 of 18

Signatures

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. By: Palisade Concentrated Holdings, L.L.C., its general partner
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	Designated Managing Member

PALISADE CONCENTRATED HOLDINGS, L.L.C.
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	Designated Managing Member

PALISADE CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Dennison T. Veru
	Name:	Dennison T. Veru
	Title:	Managing Member

ROG ACQUISITION, INC.
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	President

/s/ Steven E. Berman

Name: Steven E. Berman

(Continued on next page)

Page 17 of 18

/s/ Dennison T. Veru

Name: Dennison T. Veru

/s/ Dean J. Yimoyines

Name: Dean J. Yimoyines

/s/ Linda Yimoyines

Name: Linda Yimoyines

/s/ William A. Schwartz, Jr.

Name: William A. Schwartz, Jr.

Date: April 25, 2007

Page 18 of 18

EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

     The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized representatives as of April 25, 2007.

PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. By: Palisade Concentrated Holdings, L.L.C., its general partner
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	Designated Managing Member

PALISADE CONCENTRATED HOLDINGS, L.L.C.
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	Designated Managing Member

PALISADE CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Dennison T. Veru
	Name:	Dennison T. Veru
	Title:	Managing Member

ROG ACQUISITION, INC.
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Title:	President

/s/ Steven E. Berman Name: Steven E. Berman

(Continued on next page)

/s/ Dennison T. Veru Name: Dennison T. Veru

/s/ Dean J. Yimoyines Name: Dean J. Yimoyines

/s/ Linda Yimoyines Name: Linda Yimoyines

/s/ William A. Schwartz, Jr. Name: William A. Schwartz, Jr.

2 

EX-99.2

EXHIBIT 2

FIRST AMENDMENT TO

STOCK CONTRIBUTION AGREEMENT

     This FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT (this “Amendment”), is made as of April 2, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“Palisade”), Steven E. Berman, William A. Schwartz, Jr., Dean J. Yimoyines and Linda Yimoyines (collectively, the “Contributing Stockholders”) and ROG Acquisition, Inc., a Delaware corporation (the “Company”). Capitalized terms contained in this Amendment and not otherwise defined herein shall have the meanings set forth in the Contribution Agreement (as defined below).

     The parties hereto agree that the Stock Contribution Agreement, dated February 23, 2007, by and among the Contributing Stockholders and the Company (the “Contribution Agreement”) is hereby amended as follows:

     1. The first recital of the Contribution Agreement is hereby deleted in its entirety and replaced by the following:

“WHEREAS, the Contributing Stockholders intend to contribute sixteen million two hundred seventy-three thousand six hundred ninety-eight (16,273,698) shares (collectively, the “Contributed Shares”) of the outstanding common stock, par value $0.001 per share, of Refac Optical Group, a Delaware corporation (“Refac”), to the Company pursuant to the provisions set forth herein; and”

     2. The definition of “Stockholders’ Agreement” contained in Article I of the Contribution Agreement is hereby deleted in its entirety and replaced by the following:

““Stockholders’ Agreement” shall mean that certain Stockholders’ Agreement by and among ROG Acquisition, Inc. and the Contributing Stockholders, attached hereto as Exhibit B.”

     3. The first and second sentences contained in Section 3.03 of the Contribution Agreement are hereby deleted in their entirety and replaced by the following:

“Section 3.03 Capitalization. The authorized capital stock of the Company consists of one hundred (100) shares of Common Stock (which prior to the contribution of the Contributed Shares by the Contributing Stockholders will be increased pursuant to an amendment to the Certificate to sixteen million two hundred seventy-three thousand six hundred ninety-eight (16,273,698) shares of Common Stock). After giving effect to the transactions contemplated by this Agreement, there will be issued and outstanding 16,273,698 shares of Common Stock.”

     4. Exhibit A of the Contribution Agreement is hereby deleted in its entirety and replaced by Exhibit 1 attached hereto.

     5. Exhibit B of the Contribution Agreement is hereby deleted in its entirety and replaced by Exhibit 2 attached hereto.

     This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(Signature Page Follows)

2

     IN WITNESS WHEREOF, each of the parties hereto has approved and executed this Amendment as of the date first above written.

COMPANY: ROG ACQUISITION, INC.
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Its: President

CONTRIBUTING STOCKHOLDERS: PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P. By: Palisade Concentrated Holdings, L.L.C. Its: General Partner
By:	/s/ Steven E. Berman
	Name:	Steven E. Berman
	Its: Designated Managing Member

/s/ Steven E. Berman

Steven E. Berman

/s/ Dean J. Yimoyines

Dean J. Yimoyines

/s/ Linda Yimoyines

Linda Yimoyines

/s/ William A. Schwartz, Jr.

William A. Schwartz, Jr.

3

EXHIBIT 1

EXHIBIT A
OWNERSHIP OF CONTRIBUTED SHARES

	Contributed		Company
Contributing Stockholder	Shares		Shares
Palisade Concentrated Equity Partnership, L.P.		15,804,895		15,804,895
Steven E. Berman		1,580		1,580
William A. Schwartz, Jr.		193,871		193,871
Dean J. Yimoyines		8,496		8,496
Linda Yimoyines		264,856		264,856
Total		16,273,698		16,273,698

4

EX-99.3

\

EXHIBIT 3

STOCK OPTION AND WARRANT CANCELLATION AGREEMENT

     This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 3rd day of April, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and Dean Yimoyines (the “Holder”).

     WHEREAS, on February 26, 2007, ROG and other persons filed with the Securities and Exchange Commission a Schedule 13E-3 “Transaction Statement Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 Thereunder” (the “Schedule”);

     WHEREAS, the Schedule references a proposed merger (the “Proposed Merger”) of ROG with and into Refac Optical Group (“Refac”), with Refac being the surviving corporation of the Proposed Merger, and upon consummation of the Proposed Merger, the separate corporate existence of ROG shall terminate;

     WHEREAS, pursuant the terms of the Proposed Merger, each share of the common stock, par value $.001 per share, of Refac (the “Refac Common Stock”) (other than shares owned by ROG, shares held in treasury and shares with respect to which statutory appraisal rights are exercised) will be converted into the right to receive $6.00 in cash;

     WHEREAS, Holder holds certain options and/or warrants to purchase Refac Common Stock; and

     WHEREAS, the parties wish to provide for the cancellation of such options pursuant to the terms of this Agreement.

     NOW THEREFORE, in consideration of the promises and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

     1. Holder Representations and Warranties. Holder represents and warrants that he or she holds in the aggregate options and/or warrants (the “Refac Options/Warrants”) to purchase 94,940 shares of Refac Common Stock and that Exhibit A (in typed form only) attached hereto sets forth (a) the date on which each Refac Option/Warrant was granted, (b) the plan or agreement pursuant to which each Refac Option/Warrant was granted, (c) the expiration date of each Refac Option/Warrant, (d) the price at which each Refac Option/Warrant may be exercised, (e) the number of shares of Refac Common Stock subject to each Refac Option/Warrant, the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is vested and the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is unvested, and (f) the type of grant and the status of the Refac Option/Warrant grant as qualified or non-qualified under Section 422 of the Internal Revenue Code of 1986, as amended. Holder further represents and warrants that he or she does not hold and is not party to any other options, warrants, calls, subscriptions, rights (including, without limitation, phantom and stock appreciation rights), agreements or commitments of any character obligating Refac or

any of its subsidiaries to issue any shares of its capital stock or pay any consideration based on Refac or any of its subsidiaries’ shares of capital stock (“Other Rights”).

     2. Cancellation of Refac Options/Warrants. Holder and ROG agree that the Refac Options/Warrants (and for the avoidance of doubt, any Other Rights) will not be exercised by Holder at any time. The Holder and ROG further agree that, effective as of the effective time of the Proposed Merger, the Refac Options/Warrants (and, for the avoidance of doubt, any Other Rights) will terminate and be of no further force and effect and that the Holder will have no further rights with respect thereto.

     3. Consideration. Promptly following the effective time of the Proposed Merger, Refac, as the surviving corporation in the Proposed Merger, will pay Holder $96,412.80 (the calculation of which is set forth on Exhibit A attached hereto) (the “Option/Warrant Consideration”), subject to any required withholding required by applicable federal, state or local income or payroll tax laws. Such payment will be made by check payable to Holder and mailed to the Holder’s address set forth on the signature page hereto. The Option/Warrant Consideration shall be calculated as follows: (a) for the portion of the Refac Option/Warrant that is vested and for which the per share exercise price is less than $6.00 (the “Vested Money Options/Warrants”), the Option/Warrant Consideration for such Vested Money Options/Warrants shall be the difference between $6.00 and the per share exercise price set forth in Holder’s Vested Money Options/Warrants, multiplied by the number of Vested Money Options/Warrants, (b) for the portion of the Refac Option/Warrant that is vested and for which the per share exercise price is more than $6.00 (the “Vested Out-of-Money Options/Warrants”), the Option/Warrant Consideration for such Vested Out-of-Money Options/Warrants shall be the arithmetic mean of (i) a trinomial pricing model and (ii) a Black-Scholes pricing model using generally accepted accounting standards for the valuation of options and warrants and (c) for the portion of the Refac Option/Warrant that is unvested (the “Unvested Options/Warrants”), such Unvested Options/Warrants shall be treated as though they were vested and shall be valued in the appropriate manner outlined above.

     4. Nonconsummation of the Proposed Merger. In the event that the effective time of the Proposed Merger does not occur on or before December 31, 2007, the parties agree that this Agreement shall be null and void and of no further force and effect and all rights and obligations of the parties will terminate (except for responsibility of any liability of a party then in breach).

     5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to any applicable conflicts of law. Each of ROG and Holder irrevocably submits to the jurisdiction of the courts of the State of New Jersey and the United States District Court for the District of New Jersey for any action, suit or other dispute arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action, suit or other dispute shall be heard and determined in such state or federal court. Each of ROG and Holder hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

     6. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supercedes all prior agreements and understandings, both written and oral, among the parties

2

with respect to the subject matter hereof. This Agreement may be amended or supplemented only by an instrument in writing signed on behalf of both parties.

     7. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. The exchange of copies of this Agreement and the signature page (whether by facsimile or otherwise) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or otherwise shall be deemed to be their original signatures for all purposes.

[SIGNATURE PAGE FOLLOWS]

3

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and the Holder has executed such document witnessed by a Notary.

ROG ACQUISITION, INC.
By:	/s/ James T. Jahnke
	Name:	James T. Jahnke
	Its: Treasurer

Holder
/s/ Dean Yimoyines
Name:	Dean Yimoyines
Address:

United States of America	)
State of	)
County of	)

     On this ___ day of March, 2007, the above named individual personally appeared in front of me and is known to be the person who is identified above, and who executed the foregoing Stock Option and Warrant Cancellation Agreement and acknowledged to me that he/she executed the same of his/her own free will for the purpose therein expressed.

Notary Public

EXHIBIT A
TO STOCK OPTION AND WARRANT CANCELLATION
AGREEMENT
Holder: Dean Yimoyines

					Qualified	Total		No. of		No. of
	Plan or		Exercise		/ Non-	No. of		Vested		Unvested		Total
Grant Date	Agreement1		Price		Qualified	Shares		Shares		Shares		Consideration2
Options/ Warrants Under $6
1/4/2002		6	$	3.18	Qualified		23,600		23,600		0
5/21/2002		3	$	4.24	Both		7,080		7,080		0
										Subtotal:		$	79,012.80
Options/ Warrants Above $6
8/13/1999		5	$	123.94	Non		15,340		15,340		0
8/13/1999		5	$	54.24	Both		13,520		13,520		0
12/20/2002		3	$	7.63	Non		23,600		23,600		0
2/28/2003		3	$	13.77	Qualified		4,720		4,720		0
3/31/2004		3	$	14.41	Non		7,080		3,540		3,540
										Subtotal:		$	17,400.00
								Total Consideration for All Options:				$	96,412.80

1) The number representing the plan or agreement is as follows:

     1. The Refac 2003 Stock Incentive Plan.

     2. The Refac Technology Development Corporation 1998 Stock Incentive Plan.

     3. The Opticare Health Systems, Inc. Amended and Restated 2002 Stock Incentive Plan.

     4. The 1996 U.S. Vision, Inc. Amended and Restated 2002 Stock Incentive Plan.

     5. The August 1999 Agreement between OptiCare Health Systems, Inc. and Dean Yimoyines, under the OptiCare Performance Stock Program.

     6. The January 2002 Agreement between OptiCare Health Systems, Inc. and Dean Yimoyines, under the OptiCare Performance Stock Program.

2) The Option/Warrant Consideration shall be calculated pursuant to Section 3 of the Agreement.

EX-99.4

EXHIBIT 4

STOCK OPTION CANCELLATION AGREEMENT

     This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 29th day of March, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and William A. Schwartz, Jr. (the “Holder”).

     WHEREAS, on February 26, 2007, ROG and other persons filed with the Securities and Exchange Commission a Schedule 13E-3 “Transaction Statement Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 Thereunder” (the “Schedule”);

     WHEREAS, the Schedule references a proposed merger (the “Proposed Merger”) of ROG with and into Refac Optical Group (“Refac”), with Refac being the surviving corporation of the Proposed Merger, and upon consummation of the Proposed Merger, the separate corporate existence of ROG shall terminate;

     WHEREAS, pursuant the terms of the Proposed Merger, each share of the common stock, par value $.001 per share, of Refac (the “Refac Common Stock”) (other than shares owned by ROG, shares held in treasury and shares with respect to which statutory appraisal rights are exercised) will be converted into the right to receive $6.00 in cash;

     WHEREAS, Holder holds certain options and/or warrants to purchase Refac Common Stock; and

     WHEREAS, the parties wish to provide for the cancellation of such options pursuant to the terms of this Agreement.

     NOW THEREFORE, in consideration of the promises and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

     1. Holder Representations and Warranties. Holder represents and warrants that he or she holds in the aggregate options and/or warrants (the “Refac Options/Warrants”) to purchase 62,115 shares of Refac Common Stock and that Exhibit A (in typed form only) attached hereto sets forth (a) the date on which each Refac Option/Warrant was granted, (b) the plan or agreement pursuant to which each Refac Option/Warrant was granted, (c) the expiration date of each Refac Option/Warrant, (d) the price at which each Refac Option/Warrant may be exercised, (e) the number of shares of Refac Common Stock subject to each Refac Option/Warrant, the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is vested and the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is unvested, and (f) the type of grant and the status of the Refac Option/Warrant grant as qualified or non-qualified under Section 422 of the Internal Revenue Code of 1986, as amended. Holder further represents and warrants that he or she does not hold and is not party to any other options, warrants (other than those warrants to purchase stock of U.S. Vision, Inc. dated May 30, 2003), calls, subscriptions, rights (including, without limitation, phantom and

stock appreciation rights), agreements or commitments of any character obligating Refac or any of its subsidiaries to issue any shares of its capital stock or pay any consideration based on Refac or any of its subsidiaries’ shares of capital stock (“Other Rights”).

     2. Cancellation of Refac Options. Holder and ROG agree that the Refac Options/Warrants (and for the avoidance of doubt, any Other Rights) will not be exercised by Holder at any time. The Holder and ROG further agree that, effective as of the effective time of the Proposed Merger, the Refac Options/Warrants (and, for the avoidance of doubt, any Other Rights) will terminate and be of no further force and effect and that the Holder will have no further rights with respect thereto.

     3. Consideration. Promptly following the effective time of the Proposed Merger, Refac, as the surviving corporation in the Proposed Merger, will pay Holder $44,240.25 (the calculation of which is set forth on Exhibit A attached hereto) (the “Option Consideration”), subject to any required withholding required by applicable federal, state or local income or payroll tax laws. Such payment will be made by check payable to Holder and mailed to the Holder’s address set forth on the signature page hereto. The Option Consideration shall be calculated as follows: (a) for the portion of the Refac Option that is vested and for which the per share exercise price is less than $6.00 (the “Vested Money Options”), the Option Consideration for such Vested Money Options shall be the difference between $6.00 and the per share exercise price set forth in Holder’s Vested Money Options, multiplied by the number of Vested Money Options, (b) for the portion of the Refac Option that is vested and for which the per share exercise price is more than $6.00 (the “Vested Out-of-Money Options”), the Option Consideration for such Vested Out-of-Money Options shall be the arithmetic mean of (i) a trinomial pricing model and (ii) a Black-Scholes pricing model using generally accepted accounting standards for the valuation of options and warrants and (c) for the portion of the Refac Option that is unvested (the “Unvested Options”), such Unvested Options shall be treated as though they were vested and shall be valued in the appropriate manner outlined above.

     4. Nonconsummation of the Proposed Merger. In the event that the effective time of the Proposed Merger does not occur on or before December 31, 2007, the parties agree that this Agreement shall be null and void and of no further force and effect and all rights and obligations of the parties will terminate (except for responsibility of any liability of a party then in breach).

     5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to any applicable conflicts of law. Each of ROG and Holder irrevocably submits to the jurisdiction of the courts of the State of New Jersey and the United States District Court for the District of New Jersey for any action, suit or other dispute arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action, suit or other dispute shall be heard and determined in such state or federal court. Each of ROG and Holder hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

     6. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supercedes all prior agreements and understandings, both written and oral, among the parties

2

with respect to the subject matter hereof. This Agreement may be amended or supplemented only by an instrument in writing signed on behalf of both parties.

     7. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. The exchange of copies of this Agreement and the signature page (whether by facsimile or otherwise) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or otherwise shall be deemed to be their original signatures for all purposes.

[SIGNATURE PAGE FOLLOWS]

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and the Holder has executed such document witnessed by a Notary.

ROG ACQUISITION, INC.
By:	James T. Jahnke
	Name:	James T. Jahnke
	Its: Treasurer

Holder
/s/ William A. Schwartz
Name:	William A. Schwartz
Address:

United States of America	)
State of	)
County of	)

     On this ___ day of March, 2007, the above named individual personally appeared in front of me and is known to be the person who is identified above, and who executed the foregoing Stock Option and Warrant Cancellation Agreement and acknowledged to me that he/she executed the same of his/her own free will for the purpose therein expressed.

Notary Public

3

Holder: William A. Schwartz, Jr.

					Qualified	Total		No. of		No. of
Grant	Plan or		Exercise		/ Non-	No. of		Vested		Unvested		Total
Date	Agreement1		Price		Qualified	Shares		Shares		Shares		Consideration2
Options Under $6
5/21/2004		5	$	4.95	Non		20,705		20,705		0
										Subtotal:		$	21,740.25
Options Above $6
5/21/2004		5	$	7.85	Non		20,705		20,705		0
5/21/2004		5	$	10.14	Non		20,705		20,705		0
										Subtotal:		$	22,500.00
								Total Consideration for All Options :				$	44,240.25

1) The number representing the plan or agreement is as follows:

     1. The Refac 2003 Stock Incentive Plan.

     2. The Refac Technology Development Corporation 1998 Stock Incentive Plan.

     3. The Opticare Health Systems, Inc. Amended and Restated 2002 Stock Incentive Plan.

     4. The 1996 U.S. Vision, Inc. Amended and Restated 2002 Stock Incentive Plan.

     5. The U.S. Vision, Inc. Nonqualified Stock Option Agreement dated May 21, 2004.

     6. Warrant to Purchase Stock of U.S. Vision, Inc. dated May 30, 2003.

2) The Option/Warrant Consideration shall be calculated pursuant to Section 3 of the Agreement.

EX-99.5

EXHIBIT 5

WARRANT PURCHASE AGREEMENT

     This Stock Option and Warrant Cancellation Agreement (this “Agreement”) is entered into as of this 29th day of March, 2007, by and between ROG Acquisition, Inc., a Delaware corporation (“ROG”), and William A. Schwartz, Jr. (the “Holder”).

     WHEREAS, on February 26, 2007, ROG and other persons filed with the Securities and Exchange Commission a Schedule 13E-3 “Transaction Statement Pursuant to Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 Thereunder” (the “Schedule”);

     WHEREAS, the Schedule references a proposed merger (the “Proposed Merger”) of ROG with and into Refac Optical Group (“Refac”), with Refac being the surviving corporation of the Proposed Merger, and upon consummation of the Proposed Merger, the separate corporate existence of ROG shall terminate;

     WHEREAS, pursuant the terms of the Proposed Merger, each share of the common stock, par value $.001 per share, of Refac (the “Refac Common Stock”) (other than shares owned by ROG, shares held in treasury and shares with respect to which statutory appraisal rights are exercised) will be converted into the right to receive $6.00 in cash;

     WHEREAS, Holder holds certain options and/or warrants to purchase Refac Common Stock; and

     WHEREAS, the parties wish to provide for the cancellation of such options pursuant to the terms of this Agreement.

     NOW THEREFORE, in consideration of the promises and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:

     1. Holder Representations and Warranties. Holder represents and warrants that he or she holds in the aggregate options and/or warrants (the “Refac Options/Warrants”) to purchase 161,560 shares of Refac Common Stock and that Exhibit A (in typed form only) attached hereto sets forth (a) the date on which each Refac Option/Warrant was granted, (b) the plan or agreement pursuant to which each Refac Option/Warrant was granted, (c) the expiration date of each Refac Option/Warrant, (d) the price at which each Refac Option/Warrant may be exercised, (e) the number of shares of Refac Common Stock subject to each Refac Option/Warrant, the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is vested and the number of such shares for which the Holder’s right to exercise the Refac Option/Warrant is unvested, and (f) the type of grant and the status of the Refac Option/Warrant grant as qualified or non-qualified under Section 422 of the Internal Revenue Code of 1986, as amended. Except for options that will be cancelled pursuant to an option cancellaion agreement with ROG, Holder further represents and warrants that he or she does not hold and is not party to any other options, warrants, calls, subscriptions, rights (including, without limitation, phantom

and stock appreciation rights), agreements or commitments of any character obligating Refac or any of its subsidiaries to issue any shares of its capital stock or pay any consideration based on Refac or any of its subsidiaries’ shares of capital stock (“Other Rights”).

     2. Purchase of Refac Warrant. Promptly following the effective time of the Proposed Merger, Refac, as the surviving corporation in the Proposed Merger, will purchase the Refac Warrant from Holder and will pay Holder $968,972.25 (the calculation of which is set forth on Exhibit A attached hereto) (the “Warrant Consideration”), subject to any required withholding required by applicable federal, state or local income or payroll tax laws. Such payment will be made by check payable to Holder and mailed to the Holder’s address set forth on the signature page hereto. The Warrant Consideration shall be calculated as the difference between $6.00 and the per share exercise price set forth in the Refac Warrant, multiplied by the number of shares of Refac Common Stock subject to the Refac Warrant. Notwithstanding the above, Holder agrees to indemnify and hold harmless ROG from and against any losses associated with or arising from any failure by ROG to withhold any federal, state or local income or payroll taxes applicable to ROG’s payment to Holder of the Warrant Consideration.

     3. Refac Warrant Not Exercised. Holder and ROG agree that the Refac Warrant (and for the avoidance of doubt, any Other Rights) will not be exercised by Holder at any time. The Holder and ROG further agree that, effective as of the effective time of the Proposed Merger, the Refac Warrant (and, for the avoidance of doubt, any Other Rights) will be purchased by ROG upon delivery of the Warrant Consideration to Holder free and clear of all liens and thereafter, Holder will have no further rights with respect to the Refac Warrant. Holder shall deliver the original Refac Warrant to ROG promptly following the effective time of the Proposed Merger.

     4. Nonconsummation of the Proposed Merger. In the event that the effective time of the Proposed Merger does not occur on or before December 31, 2007, the parties agree that this Agreement shall be null and void and of no further force and effect and all rights and obligations of the parties will terminate (except for responsibility of any liability of a party then in breach).

     5. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to any applicable conflicts of law. Each of ROG and Holder irrevocably submits to the jurisdiction of the courts of the State of New Jersey and the United States District Court for the District of New Jersey for any action, suit or other dispute arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action, suit or other dispute shall be heard and determined in such state or federal court. Each of ROG and Holder hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.

     6. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supercedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may be amended or supplemented only by an instrument in writing signed on behalf of both parties.

2

     7. Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. The exchange of copies of this Agreement and the signature page (whether by facsimile or otherwise) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or otherwise shall be deemed to be their original signatures for all purposes.

[SIGNATURE PAGE FOLLOWS]

3

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and the Holder has executed such document witnessed by a Notary.

ROG ACQUISITION, INC.
By:	/s/ James T. Jahnke
	Name:	James T. Jahnke
	Its: Treasurer

Holder
/s/ William A. Schwartz
Name:	William A. Schwartz
Address:

United States of America	)
State of	)
County of	)

     On this ___ day of March, 2007, the above named individual personally appeared in front of me and is known to be the person who is identified above, and who executed the foregoing Stock Option and Warrant Cancellation Agreement and acknowledged to me that he/she executed the same of his/her own free will for the purpose therein expressed.

Notary Public

EXHIBIT A

TO WARRANT PURCHASE AGREEMENT

Holder: William A. Schwartz, Jr.

Qualified /

No. of

No. of

Per Share

Aggregate

Grant

Plan or

Exercise

Non-

Total No.

Vested

Unvested

Warrant

Warrant

Date

Agreement

Price

Qualified

of Shares

Shares

Shares

Consideration 1

Consideration

5/30/2003

2

$

0.0024

N/A

161,560

161,560

- 0 -

$

6.00

$

968,972.25

1	The Warrant Consideration shall be calculated pursuant to Section 2 of the Agreement.
2	Warrant to Purchase Stock of U.S. Vision, Inc. dated May 30, 2003.